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Exhibit 10.13.2
CONTINUING INVESTOR REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
as of February 8, 1994 by and between Summit Properties Inc., a Maryland
corporation (the "Company") and certain stockholders of the Company who have
executed a signature page to this Agreement (each a "Holder" and collectively
the "Holders").
WHEREAS, the Holders are to receive shares of the Company's common
stock, $.01 par value ("Common Stock"), and units of limited partnership
interest ("Units") in Summit Properties Partnership, L.P. (the "Operating
Partnership") which may be redeemed for Common Stock issued without registration
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
(i) the Merger Agreement between the Company and Old Summit Management Company,
(ii) the Omnibus Option Agreement dated as of December 1, 1993 by and among the
Operating Partnership and certain parties, (iii) the Option Agreement dated as
of January 19, 1994 by and between the Operating Partnership and LMES Limited
Partnership, (iv) the Asset Acquisition Agreement dated as of December 1, 1993
by and among the Operating Partnership and certain parties and (v) the Asset
Acquisition dated as of December 1, 1993 by and between the Operating
Partnership and Summit Apartment Builders Incorporated (collectively, the
"Formation Agreements"); and
WHEREAS, it is a condition precedent to the obligations of the Holders
to consummate the transactions pursuant to which they will receive Common Stock
or Units that the Company enter into this Agreement with the Holders.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Registration.
(a) Demand Registration. At any time after the first anniversary of the
closing of the Company's initial public offering, subject to the conditions set
forth in this Agreement, any of the Holders of the Registrable Shares (as
hereinafter defined), may request that the Company cause to be filed as soon as
practicable, a registration statement (a "Shelf Registration Statement") under
Rule 415 under the Securities Act relating to the sale by the Holder of all but
not less than all of the shares received by the Holders pursuant to the
Formation Agreements (the "Registrable Shares") in accordance with the terms
hereof. Upon receipt of any such request, the Company shall promptly give
written notice of such proposed registration to all Holders of the Registrable
Shares. Such Holders shall have the right, by giving written notice to the
Company within fifteen (15) days after the notice referred to in the
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preceding sentence has been given by the Company to elect to have included in
the Shelf Registration Statement such of their Registrable Shares as such
Holders may request in such notice of election. Thereupon, the Company shall, as
expeditiously as possible, use reasonable efforts to cause such Registration
Statement to be declared effective by the Securities and Exchange Commission
(the "SEC") for all Registrable Shares which the Company has been requested to
register as soon as practicable thereafter. The Company shall not be required to
file and effect more than one (1) Shelf Registration Statement pursuant to this
Section 1(a). The Company agrees to use reasonable efforts to keep the
Registration Statement continuously effective until the earliest of (a) the date
on which the Holders no longer hold any Registrable Shares registered under the
Registration Statement, (b) the date on which the Company has caused to be
delivered to the Holders an opinion of counsel, which counsel must be reasonably
acceptable to each Holder, stating that the Registrable Shares may be sold
during a single period of 90 days by the Holders pursuant to Rule 144
promulgated under the Securities Act without regard to any volume limitations
and that the Company has, on the date of such opinion, satisfied the necessary
informational requirements under Rule 144 or (c) the third anniversary of the
Company's initial public offering.
(b) Piggyback Registration. If at any time while any Registrable Shares
are outstanding (without any obligation to do so) the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
Common Stock solely for cash (other than a registration statement (i) on Form
S-8 or any successor form to such Form or in connection with any employee or
director welfare, benefit or compensation plan, (ii) on Form S-4 or any
successor form to such Form or in connection with an exchange offer, (iii) in
connection with a rights offering exclusively to existing holders of Common
Stock, (iv) in connection with an offering solely to employees of the Company or
its affiliates, or (v) relating to a transaction pursuant to Rule 145 of the
Securities Act), whether or not for its own account (a "Piggyback Registration
Statement"), the Company shall give prompt written notice of such proposed
filing to the Holders. The Shelf Registration Statement and any Piggyback
Registration Statements are sometimes hereinafter referred to as the
"Registration Statement." The notice referred to in the preceding sentence shall
offer Holders the opportunity to register such amount of Registrable Shares as
each Holder may request (a "Piggyback Registration"). Subject to the provisions
of Section 2 below, the Company shall include in such Piggyback Registration all
Registrable Shares requested to be included in the registration and
qualification for sale under the blue sky or securities laws of the various
states and in any underwriting in connection therewith for which the Company has
received written requests for inclusion therein within fifteen (15) calendar
days after the notice referred to above has been given by the Company to the
Holders. Holders of Registrable Shares shall be permitted to withdraw all or
part of the Registrable Shares from a Piggyback Registration at any time prior
to the effective date of such Piggyback Registration. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company
and the managing underwriter advises the Company that the total number of shares
of Common Stock requested to be included in such registration exceeds the number
of shares of Common Stock which can be sold in such
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offering, the Company will include in such registration in the following
priority: (i) first, all shares of Common Stock the Company proposes to sell and
(ii) second, up to the full number of applicable Registrable Shares requested to
be included in such registration and, which in the opinion of such managing
underwriter, can be sold without adversely affecting the price range or
probability of success of such offering, which shall be allocated among the
Holders requesting registration on a pro rata basis.
(c) The Company shall notify each Holder of the effectiveness of the
Registration Statement and shall furnish to each Holder such number of copies of
the Registration Statement as the Holder may reasonably request (including any
amendments, supplements and exhibits), the prospectus contained therein
(including each preliminary prospectus), any documents incorporated by reference
in the Registration Statement and such other documents as the Holder may
reasonably request in order to facilitate its sale of the Registrable Shares in
the manner described in the Registration Statement.
(d) The Company shall prepare and file with the SEC from time to time
such amendments and supplements to the Registration Statement and prospectus
used in connection therewith as may be necessary to keep the Registration
Statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all the Registrable Shares until the earlier of
(a) such time as all of the Registrable Shares have been disposed of in
accordance with the intended methods of disposition by the Holders as set forth
in the Registration Statement or (b) the date on which the Registration
Statement ceases to be effective in accordance with the terms of this Section 1.
Upon five (5) business days' notice, the Company shall file any supplement or
post-effective amendment to the Registration Statement with respect to such
Holder's interests in or plan of distribution of Registrable Shares that is
reasonably necessary to permit the sale of the Holder's Registrable Shares
pursuant to the Registration Statements and the Company shall file any necessary
listing applications or amendments to the existing applications to cause the
shares to be then listed or quoted on the primary exchange or quotation system
on which the Common Stock is then listed or quoted.
(e) The Company shall promptly notify each Holder of, and confirm in
writing, any request by the SEC for amendments or supplements to the
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify each Holder of, and
confirm in writing, the filing of the Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to the Registration
Statement and the effectiveness of any post-effective amendment.
(f) The Company shall immediately notify each Holder, at any time when
a prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or
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omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. In such event, the Company shall promptly prepare and
furnish to each Holder with a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading.
2. State Securities Laws. Subject to the conditions set forth in this
Agreement, the Company shall, promptly following the execution hereof, file such
documents as may be necessary to register or qualify the Registrable Shares
under the securities or "Blue Sky" laws of such states as any Holder may
reasonably request, and the Company shall use its best efforts to cause such
filings to become effective; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do business under the laws of
any such state in which it is not then qualified or to file any general consent
to service of process in any such state. Once effective, the Company shall use
its best efforts to keep such filings effective until the earlier of (a) such
time as all of the Registrable Shares have been disposed of in accordance with
the intended methods of disposition by the Holder as set forth in the
Registration Statement, (b) in the case of a particular state, a Holder has
notified the Company that it no longer requires an effective filing in such
state in accordance with its original request for filing or (c) the date on
which the Registration Statement ceases to be effective. The Company shall
promptly notify each Holder of, and confirm in writing, the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Shares for sale under the securities or "Blue Sky" laws of
any jurisdiction or the initiation or threat of any proceeding for such purpose.
3. Expenses. The Company shall bear all expenses incurred in
connection with the registration of the Registrable Shares pursuant to Section
1(a) of this Agreement, and the Holders shall bear a portion of all expenses
incurred by the Company in connection with the registration in which the Holders
are included pursuant to Section 1(b) of this Agreement based on the number of
Registrable Shares included to the total number of shares of Common Stock so
registered. Such expenses shall include, without limitation, all printing, legal
and accounting expenses incurred by the Company and all registration and filing
fees imposed by the SEC, any state securities commission or the New York Stock
Exchange or, if the Common Stock is not then listed on the New York Stock
Exchange, the principal national securities exchange or national market system
on which the Common Stock is then traded or quoted. In addition, Holders shall
be responsible for any brokerage or underwriting commissions and taxes of any
kind (including, without limitation, transfer taxes) with respect to any
disposition, sale or transfer of Registrable Shares and for any legal,
accounting and other expenses incurred by them.
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4. Indemnification by the Company. The Company agrees to indemnify
each of the Holders and their respective officers, directors, employees, agents,
representatives and affiliates, and each person or entity, if any, that controls
a Holder within the meaning of the Securities Act, and each other person or
entity, if any, subject to liability because of his, her or its connection with
a Holder, and any underwriter and any person who controls the underwriter within
the meaning of the Securities Act (an "Indemnitee") against any and all losses,
claims, damages, actions, liabilities, costs and expenses (including without
limitation reasonable attorneys' fees, expenses and disbursements documented in
writing), joint or several, arising out of or based upon any untrue or alleged
untrue statement of material fact contained in the Registration Statement or any
prospectus contained therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as and to the extent that such statement or
omission arose out of or was based upon information regarding the Indemnitee or
its plan of distribution which was furnished to the Company by the Indemnitee
expressly for use therein, provided, further that the Company shall not be
liable to any person who participates as an underwriter in the offering or sale
of Registrable Shares or any other person, if any, who controls such underwriter
within the meaning of the Securities Act, in any such case to the extent that
any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with information furnished to the Company for use in connection with the
Registration Statement or the prospectus contained therein by such Indemnitee or
(ii) such Indemnitee's failure to send or give a copy of the final prospectus
furnished to it by the Company at or prior to the time such action is required
by the Securities Act to the person claiming an untrue statement or alleged
untrue statement or omission or alleged omission if such statement or omission
was corrected in such final prospectus.
5. Covenants of Holders. Each of the Holders hereby agrees (a) to
cooperate with the Company and to furnish to the Company all such information in
connection with the preparation of the Registration Statement and any filings
with any state securities commissions as the Company may reasonably request, (b)
to deliver or cause delivery of the prospectus contained in the Registration
Statement to any purchaser of the shares covered by the Registration Statement
from the Holder and (c) to indemnify the Company, its officers, directors,
employees, agents, representatives and affiliates, and each person, if any, who
controls the Company within the meaning of the Securities Act, and each other
person, if any, subject to liability because of his connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in either Registration Statement or the
prospectus contained therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein,
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in light of the circumstances under which they were made, not misleading, if and
to the extent that such statement or omission arose out of or was based upon
information regarding the Holder or its plan of distribution which was furnished
to the Company by the Holder expressly for use therein, or (ii) the failure by
the Holder to deliver or cause to be delivered the prospectus contained in the
Registration Statement (as amended or supplemented, if applicable) furnished by
the Company to the Holder to any purchaser of the shares covered by the
Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no
event will a Holder have any obligation under this Section 5 for amounts the
Company pays in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder (which consent
shall not be unreasonably withheld) and (ii) the total amount for which a Holder
shall be liable under this Section 5 shall not in any event exceed the aggregate
proceeds received by him or it from the sale of the Holder's Registrable Shares
in such registration.
6. Suspension of Registration Requirement.
(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use its best efforts
to cause the Registration Statement and any filings with any state securities
commission to become effective or to amend or supplement the Registration
Statement shall be suspended in the event and during such period as unforeseen
circumstances exist (including without limitation (i) an underwritten primary
offering by the Company if the Company is advised by the underwriters that sale
of the shares under the Registration Statement would have a material adverse
effect on the primary offering or (ii) pending negotiations relating to, or
consummation of, a transaction or the occurrence of an event that would require
additional disclosure of material information by the Company in the Registration
Statement or such filing, as to which the Company has a bona fide business
purpose for preserving confidentiality or which renders the Company unable to
comply with SEC requirements) (such unforeseen circumstances being hereinafter
referred to as a "Suspension Event") that would make it impractical or
unadvisable to cause the Registration Statement or such filings to become
effective or to amend or supplement the Registration Statement, but such
suspension shall continue only for so long as such event or its effect is
continuing but in no event will that suspension exceed 90 days. The Company
shall notify the Holder of the existence and, in the case of circumstances
referred to in clause (i) of this Section 6(b), of the nature of any Suspension
Event.
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(c) Each holder of Registrable Shares whose Registrable Shares are
covered by a Registration Statement filed pursuant to Section 1 hereof agrees,
if requested by the Company in the case of a nonunderwritten offering or if
requested by the managing underwriter or underwriters in an underwritten
offering, not to effect any public sale or distribution of any of the securities
of the Company of any class included in such Registration Statement, including a
sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part
of such underwritten registration), during the 15-day period prior to, and
during the 60-day period beginning on, the date of effectiveness of each
underwritten offering made pursuant to such Registration Statement, to the
extent timely notified in writing by the Company or the managing underwriters;
provided, however, that such 60-day period shall be extended by the number of
days from and including the date of the giving of any notice pursuant to Section
1(e) or (f) hereof to and including the date when each seller of Registrable
Shares covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 1(f) hereof.
7. Black-Out Period. Following the effectiveness of the Registration
Statement and the filings with any state securities commissions, the Holders
agree that they will not effect any sales of the Registrable Shares pursuant to
the Registration Statement or any such filings at any time after they have
received notice from the Company to suspend sales as a result of the occurrence
or existence of any Suspension Event or so that the Company may correct or
update the Registration Statement or such filing. The Holder may recommence
effecting sales of the Common Stock pursuant to the Registration Statement or
such filings following further notice to such effect from the Company, which
notice shall be given by the Company not later than five (5) days after the
conclusion of any such Suspension Event.
8. Additional Shares. The Company, at its option, may register, under
any registration statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued shares of Common Stock
or any shares of Common Stock owned by any other shareholder or shareholders of
the Company.
9. Contribution. If the indemnification provided for in Sections 4 and
5 is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Holder, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material
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fact relates to information supplied by the Company or by the Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided, however, that in no
event shall the obligation of any indemnifying party to contribute under this
Section 9 exceed the amount that such indemnifying party would have been
obligated to pay by way of indemnification if the indemnification provided for
under Sections 4 or 5 hereof had been available under the circumstances.
The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
10. No Other Obligation to Register. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to the Holders
to register the Registrable Shares under the Securities Act.
11. Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented without the prior written consent of the
Company and Holders holding in excess of 50% of the Registrable Shares.
12. Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company at the following
address and to the Holder at the address set forth on his signature page to this
Agreement (or at such other address for any party as shall be specified by like
notice, provided that notices of a change of address shall be effective only
upon receipt thereof), and further provided that in case of directions to amend
the Shelf Registration Statement pursuant to Section 1(d) or Section 5, a Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:
If to the Company: Summit Properties Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, President and Chief
Executive Officer
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In addition to the manner of notice permitted above, notices given pursuant to
Sections 1, 6 and 7 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
13. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company. This
Agreement may not be assigned by any Holder and any attempted assignment hereof
by any Holder will be void and of no effect and shall terminate all obligations
of the Company hereunder.
14. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts made
and to be performed wholly within said State.
16. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.
17. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
SUMMIT PROPERTIES INC.
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Xxxxxxx X. Xxxxxx, Esq.
Senior Vice President, Secretary and
General Counsel
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxx X. Xxxxxx Trust, Xxxxxxxxx X.
Xxxxxx Trust and Xxxxxxxx X. Xxxxxx Trust
/s/ XXXXXXX X. XXXXX
-------------------------------------
Print Name: Xxxxxxx X. Xxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxx Xxxxxxxxx Xxxx
/s/ XXXXX XXXXXXXXX XXXX
-------------------------------------
Print Name: Xxxxx Xxxxxxxxx Xxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxx X. Xxxxxx, Esq.
/s/ XXXXXXX X. XXXXXX
-------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxxxx X. Xxxxxxx Trust and Xxxxxxxx
X. Xxxxxxx Trust
/s/ XXXXXX X. XXXXXXX
--------------------------------------
Print Name: Xxxxxx X. Xxxxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: LMES Limited Partnership
By: SEI Land Company, General Partner
/s/ XXXXXX X. XXXXXX
---------------------------------------
Print Name: Xxxxxx X. Xxxxxx, President
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxx X. Xxxxxxx Trust
/s/ XXXXXXXX XXXXXXX
-------------------------------------
Print Name: Xxxxxxxx Xxxxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxx X. Xxxxxx Trust
/s/ XXXXXX X. XXXXXX
-------------------------------------
Print Name: Xxxxx X. Xxxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxx X. Xxxxxx
/s/ XXXXX X. XXXXXX
-------------------------------------
Print Name: Xxxxx X. Xxxxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxx X. Xxxxx
/s/ XXXX X. XXXXX
-------------------------------------
Print Name: Xxxx X. Xxxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Cameron X-X Xxxxx Trust and Whitney
X-X Xxxxx Trust
/s/ XXXXXX XXXXX
-------------------------------------
Print Name: Xxxxxx Xxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxx X. Xxxxx
/s/ XXXXXXX X. XXXXX
-------------------------------------
Print Name: Xxxxxxx X. Xxxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXXXX
-------------------------------------
Print Name: Xxxxxxx X. Xxxxxxx
23
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxx X. Xxxx
/s/ XXXX X. XXXX
-------------------------------------
Print Name: Xxxx X. Xxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxx X. Xxxxxxx
/s/ XXXXX X. XXXXXXX
-------------------------------------
Print Name: Xxxxx X. Xxxxxxx
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxx X. XxXxxxx, Xx.
/s/ XXXXXXX X. XXXXXXX, XX.
-------------------------------------
Print Name: Xxxxxxx X. XxXxxxx, Xx.
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: XxXxxxx Family Trust
/s/ XXXXXX X. XXXXXXX
-------------------------------------
Print Name: Xxxxxx X. XxXxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxxx Xxxxxx Xxxxxxx Trust
/s/ XXXXXX XXXXXXX
-------------------------------------
Print Name: Xxxxxx Xxxxxxx, Trustee
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REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
Holder: Xxxxxx Xxxxxxx Xxxxxxx Trust
/s/ XXXXXX XXXXXXX
-------------------------------------
Print Name: Xxxxxx Xxxxxxx, Trustee
