EXHIBIT 4.1
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (this
"AGREEMENT") is made and entered into as of January 6, 2005, by and among Altra
Holdings, Inc., a Delaware corporation (the "COMPANY"), Genstar Capital Partners
III, L.P., a Delaware limited partnership ("GENSTAR"), Stargen III, L.P., a
Delaware limited partnership ("STARGEN"), Caisse de depot et Placement du Quebec
("CDPQ"), and each of the other persons listed on the signature pages hereto.
RECITALS
WHEREAS, on November 30, 2004, the Company, Genstar, Stargen, CDPQ and
certain of the Holders (as defined herein) entered into a Subscription Agreement
(the "SUBSCRIPTION AGREEMENT"), pursuant to which the Company agreed to issue
and sell, and Genstar, Stargen, CDPQ and such Holders agreed to purchase, shares
of the Company's Series A Preferred Stock;
WHEREAS, on or about the date hereof, certain of the Holders (the "NEW
HOLDERS") are purchasing from Genstar and Stargen certain shares of the
Company's Series A Preferred Stock pursuant to a Stock Purchase Agreement, dated
as of the date hereof (the "STOCK PURCHASE AGREEMENT"), among the New Holders,
Genstar and Stargen;
WHEREAS, the Company, Genstar, Stargen, CDPQ and certain of the
Holders had previously entered into that certain Registration Rights Agreement,
dated as of November 30, 2004 (the "PRIOR AGREEMENT"); and
WHEREAS, the Company desires to amend and restate the Prior Agreement
to add the New Holders and to provide the Holders with certain rights to
register shares of the Company's Common Stock (including shares of Common Stock
issuable upon conversion of shares of the Company's Series A Preferred Stock),
as set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Definitions.
As used in this Agreement, the following capitalized terms shall have
the following meanings:
"AFFILIATE" means, with respect to a specified Person, any other
Person, directly or indirectly controlling, controlled by or under common
control with such specified Person. For purposes of this definition, the term
"control," including the terms "controlling," "controlled by" and "under common
control," means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of voting securities or otherwise.
"BOARD" means the board of directors of the Company.
"COMMON STOCK" means the Common Stock, par value $0.001 per share, of
the Company.
"DEMAND NOTICE" is defined in Section 3(a) hereof.
"DEMAND REGISTRATION" is defined in Section 3(a) hereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.
"GENSTAR HOLDERS" means each of Genstar and Stargen and any Affiliate
thereof that holds Registrable Securities.
"HOLDER" means any party hereto (other than the Company) and any
holder of Registrable Securities who agrees in writing to be bound by the
provisions of this Agreement, including by executing and delivering a
counterpart signature page to this Agreement.
"NASD" means the National Association of Securities Dealers, Inc.
"PERSON" means an individual, partnership, limited liability company,
joint venture, corporation, trust or unincorporated organization, a government
or any department, agency or political subdivision thereof or other entity.
"PIGGYBACK NOTICE" is defined in Section 4(a) hereof.
"PIGGYBACK REGISTRATION" means a registration pursuant to Section 4
hereof.
"PROSPECTUS" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.
"PUBLIC OFFERING" means the issuance and sale of shares of Common
Stock to the public pursuant to a registration statement under the Securities
Act which has been declared effective by the SEC (other than a registration
statement on Form X-0, Xxxx X-0 or any other similar form).
"QUALIFIED PUBLIC OFFERING" means a Public Offering (which may be the
initial Public Offering) having an aggregate offering value of at least
$50,000,000.
"REGISTRABLE SECURITIES" means shares of Common Stock issued or
issuable upon conversion of shares of Series A Preferred Stock and any
securities of the Company which may
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be issued or distributed with respect to, or in exchange or substitution for, or
conversion of, such Common Stock and such other securities pursuant to a stock
dividend, stock split or other distribution, merger, consolidation,
recapitalization or reclassification or otherwise; provided, however, that any
Registrable Securities shall cease to be Registrable Securities when (x) a
Registration Statement with respect to the sale of such Registrable Securities
has been declared effective under the Securities Act and such Registrable
Securities have been disposed of in accordance with the plan of distribution set
forth in such Registration Statement, (y) such Registrable Securities are
distributed pursuant to Rule 144 (or any similar provision then in force) under
the Securities Act or (z) such Registrable Securities shall have been otherwise
transferred to a Person other than a Holder and new certificates for them not
required to bear a legend restricting further transfer under the Securities Act
shall have been delivered by the Company; and provided, further, that any
securities that have ceased to be Registrable Securities cannot thereafter
become Registrable Securities and any security that is issued or distributed in
respect of securities that have ceased to be Registrable Securities is not a
Registrable Security.
"REGISTRATION" means a Demand Registration or a Piggyback
Registration.
"REGISTRATION EXPENSES" means all expenses incident to the Company's
performance of or compliance with this Agreement, including without limitation
(i) all registration and filing fees, and any other fees and expenses associated
with filings required to be made with any stock exchange, the SEC and the NASD
(including, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel as may be required by the rules and regulations of
the NASD), (ii) all fees and expenses of compliance with state securities or
blue sky laws (including fees and disbursements of counsel for the underwriters
or selling Holders in connection with blue sky qualifications of the Registrable
Securities and determination of their eligibility for investment under the laws
of such jurisdictions as the managing underwriters or the majority of the
Holders of the Registrable Securities being sold may designate), (iii) all
printing and related messenger and delivery expenses (including expenses of
printing certificates for the Registrable Securities in a form eligible for
deposit with The Depository Trust Company and of printing prospectuses), (iv)
all fees and disbursements of counsel for the Company and of all independent
certified public accountants of the Company (including the expenses of any
special audit and cold comfort letters required by or incident to such
performance), (v) Securities Act liability insurance if the Company so desires
or the underwriters so require, (vi) all fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange and all rating agency fees, (vii) all reasonable fees and disbursements
of one counsel selected by the Holders of the Registrable Securities being
registered to represent such Holders in connection with such registration,
(viii) all fees and disbursements of underwriters customarily paid by the
issuers or sellers of securities, excluding underwriting discounts and
commissions and transfer taxes, if any, and fees and disbursements of counsel to
underwriters (other than such fees and disbursements incurred in connection with
any registration or qualification of Registrable Securities under the securities
or blue sky laws of any state), and (ix) fees and expenses of other Persons
retained by the Company in connection with the Registration.
"REGISTRATION STATEMENT" means any registration statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such Registration Statement,
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including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.
"REQUESTING HOLDER" is defined in Section 3(a) hereof.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.
"SERIES A PREFERRED STOCK" means the Series A Preferred Stock, par
value $0.001 per share, of the Company.
"UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" means a sale of
securities of the Company to an underwriter for re-offering to the public.
2. Securities Subject to this Agreement.
(a) Registrable Securities. The securities entitled to the benefits of
this Agreement are the Registrable Securities.
(b) Holders of Registrable Securities. A Person is deemed to be a
Holder of Registrable Securities whenever such Person owns Registrable
Securities or has the right to acquire such Registrable Securities, whether or
not such acquisition has actually been effected and disregarding any legal
restrictions upon the exercise of such right.
3. Demand Registration.
(a) Right to Demand; Demand Notices. Subject to the provisions of this
Section 3, at any time and from time to time commencing after the first
anniversary of the date hereof, one or more Genstar Holders holding a majority
of all Registrable Securities held by all Genstar Holders (collectively a
"REQUESTING HOLDER") may make a written request to the Company for registration
under and in accordance with the Securities Act (which request may require that
such registration be underwritten) of all or part of the Registrable Securities
held by it (a "DEMAND REGISTRATION"). Promptly upon receipt of any such request
from any Requesting Holder (but in no event more than ten (10) business days
thereafter), the Company will serve written notice (the "DEMAND NOTICE") of such
registration request to all Holders who did not make such written request, and,
subject to the terms of this Agreement, the Company will include in such Demand
Registration all Registrable Securities of any Holder with respect to which the
Company has received written requests for inclusion therein within ten (10)
business days after the Demand Notice has been given to the applicable Holder.
All requests made pursuant to this Section 3 will specify the aggregate amount
of Registrable Securities to be registered and will also specify the intended
methods of disposition thereof.
(b) Company's Right to Defer Registration. If the Company is requested
to effect a Demand Registration and the Company furnishes to the Holders
requesting such Demand Registration a copy of a resolution of the Board
certified by the secretary of the Company stating that in the good faith
judgment of the Board it would be seriously detrimental
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to the Company and its stockholders for such registration statement to be filed
and it is therefore essential to defer the filing of such registration
statement, the Company shall have the right to defer such filing for a period of
not more than ninety (90) days after receipt of the request for such
registration from the Requesting Holder; provided that, in such event, the
Company may postpone a Demand Registration pursuant hereto only twice in any
365-day period. If the Company shall so postpone the filing of a Demand
Registration and if the Requesting Holder within thirty (30) days after receipt
of the notice of postponement advises the Company in writing that the Requesting
Holder has determined to withdraw such request for registration, then such
Demand Registration shall be deemed to be withdrawn and such request shall be
deemed not to have been exercised for purposes of determining whether the
Requesting Holder included in such Demand Registration is required to pay its
pro rata portion of the Registration Expenses pursuant to Section 3(d) hereof
and the Company shall pay all Registration Expenses in connection with such
Demand Registration.
(c) Registration Statement Form. Registrations under this Section 3
shall be on such appropriate registration form of the SEC (i) as shall be
selected by the Company and as shall be reasonably acceptable to the Requesting
Holder and (ii) as shall permit the disposition of such Registrable Securities
in accordance with the intended method or methods of disposition specified in
the Requesting Holder's request for such registration. If, in connection with
any registration under this Section 3 which is proposed by the Company to be on
Form S-3 or any successor form to such Form, the managing underwriter, if any,
shall advise the Company in writing that in its opinion the use of another
permitted form is of material importance to the success of the offering, then
such registration shall be on such other permitted form.
(d) Expenses. All Registration Expenses in connection with the first
two (2) Demand Registrations of Registrable Securities effected pursuant to this
Section 3 shall be borne by the Company, regardless of whether the Registration
Statement becomes effective (except as provided in Section 3(e) hereof). All
expenses for any subsequent Demand Registrations of Registrable Securities
pursuant to this Section 3 shall be paid pro rata by the Company and all other
Persons participating in such Demand Registration on the basis of the relative
number of shares of Common Stock of each such Person included in such
registration. The Company will, in any event, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any audit and
the fees and expenses of any Person, including special experts, retained by the
Company.
(e) Effective Registration Statement. The Company shall be deemed to
have effected a Demand Registration if (i) the Registration Statement relating
to such Demand Registration is declared effective by the SEC; provided, however,
that no Demand Registration shall be deemed to have been effected if (x) such
registration, after it has become effective, is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental
agency or court by reason of an act or omission by the Company, or (y) the
conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied
because of an act or omission by the Company, or (ii) at any time after any
Requesting Holder requests a Demand Registration and prior to the effectiveness
of the Registration Statement, the preparation of such Registration Statement is
discontinued or such Registration Statement is withdrawn or abandoned at the
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request of such Requesting Holder, unless the Requesting Holder has paid to the
Company in full the Registration Expenses in connection with such Registration
Statement.
(f) Priority on Demand Registrations. Notwithstanding the foregoing,
if a Registration pursuant to this Section 3 involves an Underwritten Offering
and the managing underwriter or underwriters of such proposed Underwritten
Offering determines in writing that the total or kind of securities which such
Holders and any other persons or entities intend to include in such offering
would be reasonably likely to adversely affect the price, marketability or
distribution of the securities offered in such offering, then the Company shall
include in such Registration (i) first, to the extent of the amount of
securities that all Holders have requested to be included in such Registration,
which, in the opinion of the managing underwriter or underwriters, can be sold
without such adverse effect referred to above, such amount to be allocated pro
rata among all such Holders based upon the relative aggregate amount of gross
proceeds to be received by such Holders in the offering and (ii) second, the
securities of any other Person, which, in the opinion of the managing
underwriter or underwriters, can be sold without such adverse effect referred to
above.
(g) Selection of Underwriters. If any offering pursuant to a Demand
Registration involves an Underwritten Offering, the Holders of a majority of the
Registrable Securities included in such Demand Registration shall have the right
to select the managing underwriter or underwriters to administer the offering,
which managing underwriters shall be a firm of nationally recognized standing
and reasonably satisfactory to the Company.
(h) Form S-3 Registration Statement. In case the Company shall receive
from any Requesting Holder a written request or requests that the Company effect
a registration on Form S-3 or any successor form to such Form and any related
qualification or compliance with respect to all or a part of the Registrable
Securities held by such Requesting Holder, the Company will:
(i) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and
(ii) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such
Requesting Holder's Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within ten (10) business days after receipt of such written notice from
the Company; provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 3(h): (A) if Form S-3 or any successor form to such Form is not
available for such offering; or (B) if the Company shall furnish to the Holders
requesting such registration no later than ten (10) business days after such
request a copy of a resolution of the Board certified by the secretary of the
Company stating that in the good faith judgment of the Board such registration
statement would materially interfere with any pending material financing,
acquisition or corporate reorganization or other material corporate development
involving the Company or any of its subsidiaries or would require premature
disclosure thereof, in which event the Company shall have the right to defer the
filing of the Form S-3 registration
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statement for a period of not more than ninety (90) days after receipt of the
request of the Requesting Holder under this Section 3(h).
(iii) The Company will pay all Registration Expenses in
connection with a registration under this Section 3(h).
(i) Other Registration Rights. Except as provided in this Agreement,
the Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of Genstar.
4. Piggyback Registrations.
(a) Participation. Subject to Sections 4(b) and 10 hereof, if at any
time after the date hereof the Company files a Registration Statement (other
than (w) a registration on Form S-4 or S-8 or any successor form to such Forms
or any similar form, (x) any registration of securities as it relates to an
offering and sale to management of the Company pursuant to any employee stock
plan or other employee benefit plan arrangement, (y) any registration as it
relates to the registration for exchange or otherwise of debt securities of the
Company or its Subsidiaries or (z) subject to the proviso below, a registration
which is the Company's initial Public Offering of securities) with respect to an
offering that includes any shares of Common Stock, then the Company shall give
prompt notice (the "PIGGYBACK NOTICE") to the Holders, and the Holders shall be
entitled to include in such Registration Statement the Registrable Securities
held by them. The Piggyback Notice shall offer the Holders the opportunity to
register such number of shares of Registrable Securities as each Holder may
request and shall set forth (i) the anticipated filing date of such Registration
Statement and (ii) the number of shares of Common Stock that is proposed to be
included in such Registration Statement. Subject to Section 4(b), the Company
shall include in such Registration Statement such shares of Registrable
Securities for which it has received written requests to register such shares
within fifteen (15) days after the Piggyback Notice has been given.
(b) Underwriter's Cutback. Notwithstanding the foregoing, if a
Registration pursuant to this Section 4 involves an Underwritten Offering and
the managing underwriter or underwriters of such proposed Underwritten Offering
determines that the total or kind of securities which the Holders and any other
persons or entities intend to include in such offering would be reasonably
likely to adversely affect the price, marketability or distribution of the
securities offered in such offering, then the Company shall include in such
Registration (i) first, 100% of the securities that the Company (if the Person
initiating such Registration is the Company) proposes to sell and (ii) second,
to the extent of the amount of securities which all Holders have requested to be
included in such Registration, which, in the opinion of the managing underwriter
or underwriters, can be sold without such adverse effect referred to above, such
amount to be allocated pro rata among all such Holders based upon the relative
aggregate amount of gross proceeds to be received by such Holders in the
offering, which, in the opinion of the managing underwriter or underwriters, can
be sold without such adverse effect referred to above and (iii) third, the
securities of any other Person, which, in the opinion of the managing
underwriter or underwriters, can be sold without such adverse effect referred to
above.
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(c) Expenses. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested pursuant
to this Section 4, regardless of whether any such registration becomes
effective.
(d) Company Control. Other than with respect to a Demand Request
pursuant to Section 3 hereof, the Company may decline to file a Registration
Statement to be prepared and filed by the Company after giving the Piggyback
Notice, or withdraw such a Registration Statement after filing, but prior to the
effectiveness of the Registration Statement, provided that the Company shall
promptly notify each Holder in writing of any such action and provided further
that the Company shall bear all reasonable expenses incurred by such Holder or
otherwise in connection with such withdrawn Registration Statement.
(e) No Effect on Demand Registrations. No registration effected under
this Section 4 shall be deemed to have been effected pursuant to Section 3
hereof or shall relieve the Company of its obligation to effect any registration
upon request under Section 3 hereof.
5. Hold-Back and Other Agreements.
(a) Restrictions on Public Sale by Holder of Registrable Securities.
Each Holder agrees, if so requested by any managing underwriter in an
Underwritten Offering, not to sell, make any short sale of, grant any option for
the purchase of, hypothecate, hedge or otherwise dispose of, securities of the
Company or any securities convertible into or exchangeable or exercisable for
such securities, including a sale pursuant to Rule 144 under the Securities Act
(except as part of such Underwritten Registration), during the thirty (30) day
period prior to, and during the ninety day period (or such longer period of up
to 180 days, subject to research and analyst reporting "blackout" extensions, as
may be required by such underwriter) beginning on, the effective date of such
Registration Statement (except as part of such Registration) or the commencement
of the public distribution of securities, to the extent timely notified in
writing by the Company or any managing underwriter; provided, however that the
foregoing restrictions shall only be applicable to CDPQ and its Affiliates to
the same extent that the Genstar Holders are also subject to such restrictions.
(b) Restrictions on Public Sale by the Company and Others. The Company
agrees not to effect any public sale or distribution of any securities the same
as or similar to those being registered by the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during the
thirty (30) day period prior to, and during the 90-day period (or such longer
period of up to 180 days, subject to research analyst reporting "blackout"
extension, as may be required by such underwriter) beginning with, the effective
date of a Registration Statement filed under Sections 3 and 4 hereof or the
commencement of the public distribution of securities to the extent timely
notified in writing by a Holder or the managing underwriters (except as part of
such registration, if permitted, or pursuant to registrations on Forms S-4 or
S-8 or any successor form to such Forms or any similar form, or any registration
of securities for offering and sale to management of the Company pursuant to any
employee stock plan or other employee benefit plan arrangement). The Company
agrees to use reasonable efforts to obtain from each Holder the same as or
similar to those being registered by the Company, or any securities convertible
into or exchangeable or exercisable for any of such securities, an agreement not
to sell, make any short sale of, grant any option for the purchase of,
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or otherwise dispose of such securities (other than securities purchased in a
Public Offering) during such period, except as part of any such registration if
permitted.
(c) No Inconsistent Agreements. The Company will not enter into any
agreement with respect to its securities which is inconsistent with, or which is
reasonably likely to impair, the rights granted to the Holders by this
Agreement.
6. Registration Procedures.
In connection with the Company's Registration obligations pursuant to
Sections 3 and 4 hereof, the Company will use its reasonable best efforts to
effect such Registration to permit the sale of such Registrable Securities in
accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement or
Registration Statements relating to the applicable Demand Registration or
Piggyback Registration including all exhibits and financial statements required
by the SEC to be filed therewith, and use its reasonable best efforts to cause
such Registration Statement to become effective; provided, that the Company will
furnish copies of any amendments or supplements in the form filed with respect
to any Piggyback Registration, simultaneously with the filing of such amendments
or supplements;
(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for a period of not less than 180 days (or such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold or withdrawn), or, if such
Registration Statement relates to an Underwritten Offering, such longer period
as in the opinion of counsel for the underwriters a Prospectus is required by
law to be delivered in connection with sales of Registrable Securities by an
underwriter or dealer; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the Securities Act,
the Exchange Act, and the rules and regulations promulgated thereunder with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus;
(c) notify the selling Holders and the managing underwriters, if any,
and (if requested) confirm such advice in writing, as soon as practicable (but
in any event within two (2) business days) after notice thereof is received by
the Company (i) when the Registration Statement or any amendment thereto has
been filed or becomes effective, the Prospectus or any amendment or supplement
to the Prospectus has been filed, and, to furnish such selling Holders and
managing underwriters with copies thereof, (ii) of any request by the SEC for
amendments or supplements to the Registration Statement or the Prospectus or for
additional information, (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or any order
preventing or suspending the use of any preliminary Prospectus or Prospectus or
the initiation or threatening of any proceedings for such purposes, (iv) if at
any
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time the representations and warranties of the Company contemplated by paragraph
(m) below cease to be true and correct and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Registrable Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose;
(d) promptly notify the selling Holders and the managing underwriters,
if any, at any time prior to nine (9) months after the time of issue of the
Prospectus, when the Company becomes aware of the happening of any event as a
result of which the Prospectus included in such Registration Statement (as then
in effect) contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein (in the case of the
Prospectus and any preliminary Prospectus, in light of the circumstances under
which they were made) when such Prospectus was delivered not misleading or, if
for any other reason it shall be necessary during such time period to amend or
supplement the Prospectus in order to comply with the Securities Act and, in
either case as promptly as practicable thereafter, prepare and file with the
SEC, and furnish without charge to the selling Holders and the managing
underwriters, if any, a supplement or amendment to such Prospectus which will
correct such statement or omission or effect such compliance;
(e) make every reasonable effort to obtain the withdrawal of any stop
order or other order suspending the use of any preliminary Prospectus or
Prospectus or suspending any qualification of the Registrable Securities;
(f) if requested by the managing underwriter or underwriters or a
Holder of Registrable Securities being sold in connection with an Underwritten
Offering, promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriters and the Holders of a
majority of the Registrable Securities being sold agree should be included
therein relating to the plan of distribution with respect to such Registrable
Securities, including, without limitation, information with respect to the
amount of Registrable Securities being sold to such underwriters, the purchase
price being paid therefor by such underwriters and with respect to any other
terms of the Underwritten (or best efforts underwritten) Offering of the
Registrable Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;
(g) furnish to each selling Holder and each managing underwriter,
without charge, as many conformed copies as they may reasonably request, of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits thereto (including those incorporated by reference);
(h) deliver to each selling Holder and the underwriters, if any,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Persons may
reasonably request (it being understood that the Company consents to the use of
the Prospectus or any amendment or supplement thereto by each of the selling
Holders and the underwriters, if any, in connection with the offering and sale
of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto) and
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such other documents as such selling Holder may reasonably request in order to
facilitate the disposition of the Registrable Securities by such Holder;
(i) on or prior to the date on which the Registration Statement is
declared effective, use its reasonable best efforts to register or qualify, and
cooperate with the selling Holders, the managing underwriter or agent, if any,
and their respective counsel in connection with the registration or
qualification of such Registrable Securities for offer and sale under the
securities or blue sky laws of each state and other jurisdiction of the United
States as any such seller, underwriter or agent reasonably requests in writing
and do any and all other acts or things reasonably necessary or advisable to
keep such registration or qualification in effect for so long as such
Registration Statement remains in effect and so as to permit the continuance of
sales and dealings therein for as long as may be necessary to complete the
distribution of the Registrable Securities covered by the Registration
Statement; provided that the Company will not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;
(j) cooperate with the selling Holders and the managing underwriter or
agent, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not required to bear any
restrictive legends; and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two (2) business days prior to any sale of Registrable
Securities to the underwriters;
(k) use its reasonable best efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary, including under Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders, to enable the seller or sellers thereof or
the underwriters, if any, to consummate the disposition of such Registrable
Securities;
(l) not later than the effective date of the applicable Registration,
provide a CUSIP number for all Registrable Securities and provide the applicable
trustee or transfer agent with printed certificates for the Registrable
Securities which are in a form eligible for deposit with The Depository Trust
Company;
(m) make such representations and warranties to the Holders of
Registrable Securities being registered, and the underwriters or agents, if any,
in form, substance and scope as are customarily made by issuers in primary
underwritten public offerings;
(n) enter into such customary agreements (including an underwriting
agreement) and take all such other actions as the majority of the Holders of any
Registrable Securities being sold or the managing underwriter or agent, if any,
reasonably request in order to expedite or facilitate the Registration and
disposition of such Registrable Securities;
(o) obtain for delivery to the Holders of Registrable Securities being
registered and to the underwriter or agent an opinion or opinions from counsel
for the Company, upon consummation of the sale of such Registrable Securities to
the underwriters (the "CLOSING
11
DATE") in customary form and in form, substance and scope reasonably
satisfactory to such Holders, underwriters or agents and their counsel;
(p) obtain for delivery to the Company and the underwriter or agent,
with copies to the Holders, a cold comfort letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters as the managing underwriter or the
Holders of a majority of the Registrable Securities being sold reasonably
request, dated the effective date of the Registration Statement and brought down
to the Closing Date;
(q) cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD;
(r) make available for inspection by a representative of the Holders
of a majority of the Registrable Securities, any underwriter participating in
any disposition pursuant to such Registration, and any attorney or accountant
retained by such Holders or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant in
connection with such Registration; provided that any records, information or
documents that are designated by the Company as confidential shall be kept
confidential by such Persons unless disclosure of such records, information or
documents is required by law;
(s) use its reasonable best efforts to comply with all applicable
rules and regulations of the SEC and make generally available to its
securityholders, as soon as reasonably practicable (but not more than eighteen
(18) months) after the effective date of the Registration Statement, an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act and
the rules and regulations promulgated thereunder;
(t) as promptly as practicable after filing with the SEC of any
document which is incorporated by reference into the Registration Statement or
the Prospectus, provide copies of such document to counsel for the selling
Holders and to the managing underwriters, if any;
(u) provide and cause to be maintained a transfer agent and registrar
for all Registrable Securities covered by such Registration Statement from and
after a date not later than the effective date of such Registration Statement;
and
(v) use its reasonable best efforts to list (if such Registrable
Securities are not already listed) all Registrable Securities covered by such
Registration Statement on The New York Stock Exchange or the American Stock
Exchange or to cause such Registrable Securities to be included for quotation on
the Nasdaq National Market.
The Company may require each Holder of Registrable Securities as to
which any Registration is being effected to furnish to the Company such
information regarding the distribution of such securities and such other
information relating to such Holder and its ownership of Registrable Securities
as the Company may from time to time reasonably request in
12
writing. Each Holder agrees to furnish such information to the Company and to
cooperate with the Company as necessary to enable the Company to comply with the
provisions of this Agreement.
Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 6(c)(iv) or (v)
or Section 6(d) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to such Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(d) hereof, or until it is advised in writing by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings which are incorporated by reference in
the Prospectus, and, if so directed by the Company, such Holder will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.
7. Indemnification.
(a) Indemnification by Company. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, each Holder, its officers,
directors, partners, members, employees and agents and each Person who controls
such Holder (within the meaning of the Securities Act), and the officers,
directors, partners, members, employees and agents of each such controlling
Person against all losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys' fees) caused by any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
Prospectus, amendment or supplement thereto or preliminary Prospectus or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such Holder expressly for use therein, or
any violation by the Company of any federal, state or common law rule or
regulation applicable to the Company relating to the action required of, or
inaction by, the Company in connection with any such registration. The Company
will also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the Securities Act) to the same extent as provided above with respect
to the indemnification of the Holders, if requested. Each indemnity and
reimbursement of costs and expenses shall remain in full force and effect
regardless of any investigation made by or on behalf of such Holder.
(b) Indemnification by Selling Holder. In connection with each
Registration, each selling Holder will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any Registration Statement or Prospectus and agrees to indemnify
(severally and not jointly) and hold harmless, to the full extent permitted by
law, the Company, its directors, officers, employees and agents and each Person
who controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages or liabilities and expenses resulting from any untrue
statement of a material fact or any omission of a material fact required to be
stated in the Registration Statement or Prospectus or preliminary Prospectus or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained in any
13
information or affidavit so furnished in writing by such selling Holder to the
Company specifically for inclusion in such Registration Statement or Prospectus
and has not been corrected in a subsequent writing prior to or concurrently with
the sale of the Registrable Securities to the Person asserting such loss, claim,
damage, liability or expense and was relied upon by the Company in the
preparation of such Registration Statement or Prospectus. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt (but in any event within 30 days
after such Person has actual knowledge of the facts constituting the basis for
indemnification) written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party; provided, however, that any delay or failure to so
notify the indemnifying party shall relieve the indemnifying party of its
obligations hereunder only to the extent, if at all, that it is prejudiced by
reason of such delay or failure; provided, further however, that any Person
entitled to indemnification hereunder shall have the right to select and employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (a)
the indemnifying party has agreed in writing to pay such fees or expenses, or
(b) the indemnifying party shall have failed to assume the defense of such claim
within a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably satisfactory
to such Person or (c) in the reasonable judgment of any such Person, based upon
advice of its counsel, a conflict of interest may exist between such Person and
the indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld or
delayed), provided that an indemnified party shall not be required to consent to
any settlement involving the imposition of equitable remedies or involving the
imposition of any material obligations on such indemnified party other than
financial obligations for which such indemnified party will be indemnified
hereunder. No indemnifying party will be required to consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation. Whenever
the indemnified party or the indemnifying party receives a firm offer to settle
a claim for which indemnification is sought hereunder, it shall promptly notify
the other of such offer. If the indemnifying party refuses to accept such offer
within twenty (20) business days after receipt of such offer (or of notice
thereof), such claim shall continue to be contested and, if such claim is within
the scope of the indemnifying party's indemnity contained herein, the
indemnified party shall be indemnified pursuant to the terms hereof. If the
indemnifying party notifies the
14
indemnified party in writing that the indemnifying party desires to accept such
offer, but the indemnified party refuses to accept such offer within twenty (20)
business days after receipt of such notice, the indemnified party may continue
to contest such claim and, in such event, the total maximum liability of the
indemnifying party to indemnify or otherwise reimburse the indemnified party
hereunder with respect to such claim shall be limited to and shall not exceed
the amount of such offer, plus reasonable out-of-pocket costs and expenses
(including reasonable attorneys' fees and disbursements) to the date of notice
that the indemnifying party desires to accept such offer, provided that this
sentence shall not apply to any settlement of any claim involving the imposition
of equitable remedies or to any settlement imposing any material obligations on
such indemnified party other than financial obligations for which such
indemnified party will be indemnified hereunder. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim in any one
jurisdiction, unless in the written opinion of counsel to the indemnified party,
reasonably satisfactory to the indemnifying party, use of one counsel would be
expected to give rise to a conflict of interest between such indemnified party
and any other of such indemnified parties with respect to such claim, in which
event the indemnifying party shall be obligated to pay the fees and expenses of
one such additional counsel.
(d) Other Indemnification. Indemnification similar to that specified
in this Section 7 (with appropriate modifications) shall be given by the Company
and each seller of Registrable Securities with respect to any required
registration or other qualification of securities under federal or state law or
regulation of governmental authority other than the Securities Act.
(e) Contribution. If for any reason the indemnification provided for
in the preceding clauses (a), (b) and (d) is unavailable to an indemnified party
or insufficient to hold it harmless as contemplated by the preceding clauses
(a), (b) and (d), then the indemnifying party shall, on a several (and not joint
and several) basis, contribute to the amount paid or payable by the indemnified
party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of the
indemnified party and the indemnifying party, as well as any other relevant
equitable considerations, provided that no selling Holder shall be required to
contribute in an amount greater than the dollar amount of the net proceeds
received by such selling Holder with respect to the sale of any securities. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
8. Rule 144. Following the Company's initial Public Offering and for so
long as the Company is subject to the reporting requirements under the Exchange
Act, the Company covenants that it will: (a) file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, (b) take such further action as any
Holder may reasonably request in writing to the extent required from time to
time to enable the sale of Registrable Securities without registration under the
Securities Act within the limitation of the exemption provided by Rule 144 (or
any similar rule or rules then in effect) of the Securities Act, and (c) upon
the reasonable written request of any Holder, deliver to such Holder all
information regarding the Company required to be delivered in connection with
Rule 144 (or any similar rule or rules then in effect) of the Securities Act.
Notwithstanding
15
anything contained in this Section 8, the Company may deregister under Section
12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange
Act and the rules and regulations thereunder.
9. Participation in Underwritten Registrations. No Person may participate
in any Underwritten Registration hereunder unless such Person (a) agrees to sell
such Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements. Nothing in this Section 9 shall be construed to create any
additional rights regarding the Registration of Registrable Securities in any
Person otherwise than as set forth herein.
10. Miscellaneous.
(a) Remedies. Remedies for breach by the Company of its obligations to
register the Registrable Securities shall be as set forth herein. Each Holder,
in addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, will be entitled to specific performance
of its rights under this Agreement. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.
(b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of the
Holders of at least 66-2/3% of the then outstanding Registrable Securities;
provided that no amendment, modification, supplement or waiver that treats any
Holder or group of Holders adversely and in a manner that is different from any
other Holder shall be effective without the consent of such Holder or group of
Holders; provided, however, that Section 4 and Section 7 of this Agreement shall
not be amended, modified or waived in any manner which would be adverse to CDPQ
without CDPQ's prior written consent.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery:
If to the Company, Genstar Capital III, L.P. or Stargen to:
Altra Holdings, Inc.
c/o Genstar Capital Partners III, L.P.
Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xxxx-Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
16
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, Esq.
Fax No.: (000) 000-0000
If to CDPQ to:
Xxxxxx xx xxxxx xx xxxxxxxxx xx Xxxxxx
0000, place Xxxx-Xxxx-Xxxxxxxx
Montreal (Quebec) H2Z 2B3
Attention: Xxx Xxxxx, Senior Vice President
Fax No.: (000) 000-0000
with a copy to:
Xxxxxxxx & Xxxxx LLP
Citigroup Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
if to any other Holder, to the address of such Holder set forth on the
signature pages of this Agreement;
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; four (4)
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when confirmation of fax transmission is
received, if by facsimile transmission; and on the next business day if timely
delivered to an air courier guaranteeing overnight delivery.
(d) Successors and Assigns. Subject to Section 10(k), this Agreement
including, without limitation, all registration rights in connection with the
ownership of all or a portion of the Registrable Securities pursuant to Sections
3 and 4 hereof, shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties, including, without limitation, and without
the need for an express assignment, subsequent Holders of Registrable
Securities.
(e) 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.
17
(f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws.
(h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(i) Entire Agreement. This Agreement, the Subscription Agreement and
the Stock Purchase Agreement constitute the entire agreement between or among
the Company and the Holders concerning 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 the registration rights
granted by the Company with respect to the securities issued or sold pursuant to
the Subscription Agreement or the Stock Purchase Agreement. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matters, including, without limitation, the Prior
Agreement.
(j) Limited Liability of Partners and Members. Notwithstanding any
other provision of this Agreement, neither the general partner nor the limited
partners nor any future general or limited partner of any Holder, and no member,
partner or shareholder of any such general partner or limited partner, shall
have any personal liability for performance of any obligation of such Holder
under this Agreement in excess of the respective capital contribution of such
general partner and limited partners to such Holder.
(k) Assignment of Registration Rights. The rights to cause the Company
to register securities granted Holders under Sections 3 and 4 may be assigned to
a transferee or assignee in connection with any transfer or assignment of
Registrable Securities by a Holder; provided that (a) such transfer may
otherwise be effected in accordance with applicable securities laws and
restrictions on transfer agreed upon by the Holder and the Company (including
those set forth in the Stockholders Agreement dated as of the date hereof, by
and among the Company and the Holders), (b) notice of such assignment is given
to the Company, and (c) such transferee or assignee agrees to be bound by all
provisions of this Agreement.
(l) Termination. No Holder shall be entitled to exercise any
registration rights provided for in this Agreement after a Public Offering and
after such time as Rule 144 or another similar exemption under the Securities
Act is available for the sale of all of such Holder's shares during a
three-month period without registration, without reference to Rule 144(k).
(m) Additional Sales of Series A Preferred Stock. Notwithstanding
anything to the contrary contained herein, if the Company shall issue additional
shares of its Series A Preferred Stock, any purchaser of such shares of Series A
Preferred Stock may become a party to this Agreement by executing and delivering
an additional counterpart signature page to this
18
Agreement and shall be deemed a signatory hereto, and such shares shall be
deemed Registrable Securities, hereunder, and such purchaser and such shares
shall be entitled to all the rights and subject to all the obligations and
restrictions set forth herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
19
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
COMPANY: ALTRA HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Its:
-----------------------------------
HOLDERS: GENSTAR CAPITAL PARTNERS III, L.P.,
a Delaware limited partnership
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By: /s/ X.X. Xxxxx
------------------------------------
Name: X.X. Xxxxx
Title:
---------------------------------
STARGEN III, L.P.
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By: /s/ X.X. Xxxxx
------------------------------------
Name: X.X. Xxxxx
Title:
---------------------------------
[Registration Rights Agreement Signature Page]
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title:
---------------------------------
By: /s/ [not legible]
------------------------------------
Name: [not legible]
Title:
---------------------------------
[Registration Rights Agreement Signature Page]
/s/ Xxxxxxx Xxxx
----------------------------------------
Xxxxxxx X. Xxxx
Address:
-------------------------------
/s/ Xxxxxxx Xxxx
----------------------------------------
Xxxxxxx X. Xxxx
Address:
-------------------------------
/s/ Xxxxxx Xxxxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxxxx
Address:
-------------------------------
/s/ Xxxxxx Xxxxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxxxx
Address:
-------------------------------
/s/ Xxxxxxx Xxxx
----------------------------------------
Xxxxxxx X. Xxxx
Address:
-------------------------------
/s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx
Address:
-------------------------------
/s/ Xxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx
Address:
-------------------------------
[Registration Rights Agreement Signature Page]
/s/ Xxxxxxx Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
Address:
-------------------------------
/s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
Address:
-------------------------------
/s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
Address:
-------------------------------
/s/ Xxxxxxx XxXxxxx
----------------------------------------
Xxxxxxx XxXxxxx
Address:
-------------------------------
/s/ Xxxxx XxXxxxxxx
----------------------------------------
Xxxxx XxXxxxxxx
Address:
-------------------------------
/s/ Xxx Xxxx
----------------------------------------
Xxx Xxxx
Address:
-------------------------------
/s/ Xxxxxx Xxxx
----------------------------------------
Xxxxxx Xxxx
Address:
-------------------------------
[Registration Rights Agreement Signature Page]
XXXXX XXXXXXXXX MKC WORLDWIDE
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title:
---------------------------------
Address:
-------------------------------
[Registration Rights Agreement Signature Page]
