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EXHIBIT 4.4
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement, dated as
of July 10, 1998 (this "Agreement"), is made by and among Candlewood Hotel
Company, Inc., a Delaware corporation ("Candlewood" or the "Company"),
Doubletree Corporation, a Delaware corporation ("Doubletree"), Xx. Xxxx X.
XxXxxx ("XxXxxx"), on behalf of himself and as representative of the Alexander
Xxxx XxXxxx Trust dated March 14, 1995 and the Xxxxxxxxxxx Xxxxx XxXxxx Trust
dated March 14, 1995 (collectively, the "Trusts"), the Xxxxxx X. Fix Family
Partnership, L.P. (the "Fix Partnership") and each of the parties set forth on
Schedule A attached hereto (collectively, the "Investors" and, together with
Candlewood, Doubletree, XxXxxx, the Trusts and the Fix Partnership, the
"Parties").
BACKGROUND
X. XxXxxx, Doubletree and the Fix Partnership had previously
entered into that certain Incorporation and Registration Rights Agreement dated
September 1, 1996 (the "Original Agreement").
B. The Company completed an initial public offering of Common
Stock, par value $0.01 per share (the "Common Stock"), of the Company on
November 5, 1996 (the "Initial Public Offering").
C. In connection with the issuance and sale of shares of Series A
Cumulative Convertible Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock"), of the Company pursuant to the Stock Purchase Agreement,
dated as of August 27, 1997, among the Company and the other parties signatory
thereto, the Original Agreement was terminated and the Company entered into the
Registration Rights Agreement, dated as of September 22, 1997 (the "Second
Registration Rights Agreement"), among the Company, XxXxxx, the Trusts, the Fix
Partnership and the other parties signatory thereto.
D. In connection with the issuance and sale of (i) shares of
Series B Cumulative Convertible Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"), of the Company and (ii) warrants (the "Warrants")
exercisable to purchase initially 336,000 shares of Common Stock at an initial
exercise price of $12.00 per share pursuant to the Securities Purchase
Agreement, dated as of June 30, 1998 (the "Securities Purchase Agreement"),
among the Company and the other parties signatory thereto, the Company has
agreed to grant certain registration rights with respect to the shares of Common
Stock issuable upon the conversion of the Series B Preferred Stock and the
exercise of the Warrants.
E. The parties to the Second Registration Rights Agreement hereby
terminate the Second Registration Rights Agreement and enter into this Agreement
on the terms and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing and intending
to be legally bound, the Parties agree as follows:
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1. Certain Definitions. As used in this Agreement the
following terms shall have the following respective meanings:
"Commission" means the United States Securities and Exchange
Commission.
"Eligible Securities" means the shares of Common Stock (i) issued
to Doubletree, XxXxxx, the Trusts and the Fix Partnership upon the
reorganization of the Company from Candlewood Hotel Company, LLC to a Delaware
corporation, (ii) to be issued upon the conversion of the Series A Preferred
Stock into Common Stock, stock dividends paid with respect to such shares or
issued in exchange for or in lieu of such shares, (iii) issued or issuable upon
exercise of any Series A Purchase Warrants, (iv) to be issued upon (x) the
conversion of the Series B Preferred Stock into Common Stock and (y) the
exercise of the Warrants into Common Stock, and stock dividends paid with
respect to such shares or issued in exchange for or in lieu of such shares and
(v) issued or issuable upon exercise of any Series B Purchase Warrants
("Eligible Securities" described in clause (ii) or (iii) being referred to
collectively as "Series A Preferred Eligible Securities" and "Eligible
Securities" described in clause (iv) or (v) being referred to collectively as
"Series B Preferred Eligible Securities").
"Holder" means a registered holder of outstanding Eligible
Securities or securities convertible into or exercisable for Eligible
Securities.
"Preferred Stock" means, collectively, the Series A Preferred
Stock and the Series B Preferred Stock.
"Purchase Warrants" means, collectively, the Series A Purchase
Warrants and the Series B Purchase Warrants.
"Securities Act" means the Securities Act of 1933 or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.
"Series A Certificate of Designation" means the Certificate of
Designations, Preferences and Relative, Participating, Optional and Other
Special Rights of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof, dated September 22, 1997, relating to the Series A
Preferred Stock.
"Series A Preferred Stock" has the meaning set forth in the
recitals to this Agreement.
"Series A Purchase Warrant" means any warrant for the purchase of
Common Stock issued to any holder of Series A Preferred Stock in accordance with
the terms of the Series A Certificate of Designation establishing the
preferences and rights of and the qualifications, limitations and restrictions
with respect to the Series A Preferred Stock.
"Series B Certificate of Designation" means the Certificate of
Designations, Preferences and Relative, Participating, Optional and Other
Special Rights of Preferred Stock
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and Qualifications, Limitations and Restrictions Thereof, dated July 9, 1998,
relating to the Series B Preferred Stock.
"Series B Preferred Stock" has the meaning set forth in the
recitals to this Agreement.
"Series B Purchase Warrant" means any warrant for the purchase of
Common Stock issued to any holder of Series B Preferred Stock in accordance with
the terms of the Series B Certificate of Designation establishing the
preferences and rights of and the qualifications, limitations and restrictions
with respect to the Series B Preferred Stock.
"Warrants" has the meaning set forth in the recitals to this
Agreement.
2. Required Registration.
(a) At any time after 90 days from the date of the
issuance and sale of the Series B Preferred Stock (i) Doubletree, (ii) Investors
holding at least 50% of the shares of the Series A Preferred Eligible Securities
or (iii) Investors holding at least 50% of the shares of Series B Preferred
Eligible Securities may deliver to the Company a written request that the
Company file and use its best efforts to cause to become effective a
registration statement under the Securities Act with respect to such number of
the Eligible Securities owned by Doubletree or the Investors as shall be
specified in such request (a "Registration Request"); provided, however, that
the Company shall not be obligated to effect any such registration pursuant to
subsections (ii) or (iii) on behalf of the Investors unless the anticipated
aggregate offering price, net of underwriting discounts and commissions, would
exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv), 2(b)(v)
and 2(b)(vi) hereof, the Company shall not be required to file and use its best
efforts to cause to become effective, pursuant to a Registration Request under
this Section 2, (a) more than two registration statements at the demand of
Doubletree, (b) more than two registration statements at the demand of the
Investors holding shares of Series A Preferred Eligible Securities or (c) more
than two registration statements at the demand of Investors holding shares of
Series B Preferred Eligible Securities. The party or parties delivering a
Registration Request is hereinafter referred to as the "Requesting Holder." The
second Registration Request made by the Investors holding shares of Series A
Preferred Eligible Securities may be identified by such Requesting Holders as a
"Series A Priority Demand." The second Registration Request made by Investors
holding shares of Series B Preferred Eligible Securities may be identified by
such Requesting Holders as a "Series B Priority Demand".
(b) As soon as practicable following the receipt of a
Registration Request, the Company will use its best efforts to register under
the Securities Act, for public sale in accordance with the method of disposition
specified in such Registration Request, the number of shares of Eligible
Securities specified in such Registration Request (and the number of Eligible
Securities specified in all notices received from Holders within 20 days after
their receipt of notice delivered pursuant to Section 4 hereof). The Company
will also be entitled to include in any registration statement filed pursuant to
a Registration Request, for sale in accordance with the method of disposition
specified in such Registration Request, such number of shares of Common Stock as
the Company shall desire to sell for its own account. If the
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method of sale designated is an underwritten public offering, the managing
underwriter or underwriters must be reasonably acceptable to both the Requesting
Holder, or the holders of a majority of the Eligible Securities held by all
parties comprising the Requesting Holder if more than one party is the
Requesting Holder, and the Company, which acceptance shall not be unreasonably
withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the
extent that, in the opinion of the underwriter or underwriters (if the method of
disposition shall be an underwritten public offering), marketing considerations
require the reduction of the number of shares of Common Stock covered by any
such registration, the number of shares of Common Stock to be registered and
sold pursuant to such registration shall be reduced as follows:
(i) The number of shares of Eligible Securities
to be registered on behalf of the Company shall be reduced (to zero, if
necessary);
(ii) The number of shares of Eligible Securities
to be registered on behalf of XxXxxx, the Trusts and the Fix Partnership shall
be reduced (to zero, if necessary) pro rata according to the number of shares of
Eligible Securities held by each;
(iii) The number of shares of Eligible Securities
to be registered on behalf of Doubletree and the Investors shall be reduced pro
rata according to the number of shares of Eligible Securities held by each;
provided, however, that in connection with a Series A Priority Demand the number
of shares of Eligible Securities requested to be registered on behalf of the
Investors shall only be reduced after the number of shares requested to be
registered by Doubletree has been reduced to zero; and provided, further, that
in connection with a Series B Priority Demand the number of shares of Eligible
Securities requested to be registered on behalf of the Investors shall only be
reduced after the number of shares requested to be registered by Doubletree has
been reduced to zero;
(iv) Notwithstanding the foregoing, if in
connection with any Registration Request made by Doubletree, the number of
Eligible Securities requested to be registered by Doubletree shall have been
reduced, the number of Registration Requests granted to Doubletree pursuant to
clause 2(a) above shall be increased by one;
(v) Notwithstanding the foregoing, if in
connection with any Registration Request made by the Investors holding shares of
Series A Preferred Eligible Securities, such Investors requesting inclusion of
Eligible Securities in such registration shall experience a reduction in the
number of such Eligible Securities by 10% or more, the number of Registration
Requests granted to the Investors holding shares of Series A Preferred Eligible
Securities pursuant to clause 2(a) above shall be increased by one;
(vi) Notwithstanding the foregoing, if in
connection with any Registration Request made by the Investors holding shares of
Series B Preferred Eligible Securities, such Investors requesting inclusion of
Eligible Securities in such registration shall experience a reduction in the
number of such Eligible Securities by 10% or more, the number of Registration
Requests granted to the Investors holding shares of Series B Preferred Eligible
Securities pursuant to clause 2(a) above shall be increased by one; and
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(vii) In no event shall any registration of Common
Stock by the Company pursuant to Section (vi)(b) of the Series A Certificate of
Designation or Section (vi)(b) of the Series B Certificate of Designation
constitute a Registration Request allowable to any Holder pursuant to clause
2(a) above.
(c) Notwithstanding the foregoing provisions of this
Section 2, the Company shall not be obligated to file a registration statement
at the demand of any Holder pursuant to this Section 2 within 180 days following
any underwritten public offering of Common Stock or of securities of the Company
convertible into or exercisable or exchangeable for Common Stock.
(d) Notwithstanding anything to the contrary contained
herein, the exercise by any Holder of any right hereunder with respect to shares
of Series A Preferred Eligible Securities or shares of Series B Preferred
Eligible Securities, as the case may be, shall not effect or diminish any other
rights of such Holder hereunder with respect to any other securities of the
Company held by such Holder.
3. Shelf Registration on Form S-3.
(a) At any time after 90 days from the date of the
issuance and sale of the Series B Preferred Stock any Holder or Holders may
deliver to the Company a written request (a "Form S-3 Request") that the Company
file and use its best efforts to cause to become effective a "shelf"
registration statement on Form S-3 (or such equivalent successor form) under the
Securities Act for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement")
with respect to such number of Eligible Securities owned by the Holder or
Holders as shall be specified in such request; (and the number of Eligible
Securities specified in all notices received from Holders within 20 days after
their receipt of notice delivered pursuant to Section 4 hereof); provided,
however, that the Company shall not be obligated to effect any such registration
pursuant to this Section 3 unless the aggregate value of the securities to be
registered thereon would exceed $2,500,000. The Company shall not be required to
file and use its best efforts to cause to become effective, pursuant to a Form
S-3 Request under this Section 3, (a) more than two Shelf Registration
Statements at the request of Doubletree, (b) more than two Shelf Registrations
at the request of the Investors holding shares of Series A Preferred Eligible
Securities or (c) more than two Shelf Registrations at the request of Investors
holding shares of Series B Preferred Eligible Securities.
(b) As soon as practicable following the receipt of a
Form S-3 Request, the Company will use its best efforts to register under the
Securities Act, for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 of the Securities Act, the number of shares of Eligible
Securities specified in such Form S-3 Request (and the number of Eligible
Securities specified in all notices received from Holders within 20 days after
their receipt of notice delivered pursuant to Section 4 hereof). The Company
will also be entitled to include in any Shelf Registration Statement filed
pursuant to this Section 3 such number of shares of Common Stock as the Company
shall desire to sell for its own account.
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4. Piggyback Registration.
(a) If the Company at any time proposes to register
Common Stock under the Securities Act for sale to the public (including
registrations pursuant to Section 2 or 3 hereof), whether for its own account or
for the account of other security holders or both (except registration
statements on Form X-0, X-0 or another form not available for registering the
Eligible Securities for sale to the public), each such time it will give written
notice to all Holders of its intention to do so. Upon the written request of any
Holder (a "Piggyback Request"), given within 20 days after receipt of any such
notice, to register any of its Eligible Securities, the Company will use its
best efforts to cause the Eligible Securities as to which registration shall
have been so requested to be covered by the registration statement proposed to
be filed by the Company.
(b) In the event that any registration statement
described in this Section 4 shall relate, in whole or in part, to an
underwritten public offering of shares of Common Stock, the Eligible Securities
to be registered must be sold through the same underwriters as have been
selected by the Company or agreed to pursuant to Section 2(b) hereof. Otherwise,
the method of distribution of the Eligible Securities to be sold by any Holder
making a Piggyback Request shall be as specified therein. Except in the case of
a registration statement filed pursuant to a Registration Request under Section
2 hereof or a Form S-3 Request made under Section 3 hereof, the number of shares
of Common Stock to be included in such registration statement on account of any
person (other than the Company) may be reduced if and to the extent that the
underwriter or underwriters shall be of the opinion that such inclusion would
materially adversely affect the marketing of the total number of shares of
Common Stock proposed to be sold, and the number of shares to be registered and
sold by each person (other than the Company) shall be reduced pro rata according
to the relative number of fully diluted shares owned by such person.
Notwithstanding the foregoing provisions of this Section 4, the Company may
withdraw any registration statement referred to in this Section 4 without
thereby incurring any liability to any requesting Holder.
5. Registration Procedures. If and whenever the Company is
required by the provisions of Section 2, 3 or 4 to effect the registration of
any Eligible Securities under the Securities Act, the Company shall:
(a) prepare and file with the Commission a registration
statement with respect to such securities which will permit the public sale
thereof in accordance with the method of distribution specified in the
applicable Registration Request, and the Company shall use its best efforts (i)
to cause such registration statement to be filed within 60 days of receipt of
the Registration Request (ii) to cause such registration statement to be
declared effective as promptly as practicable and (iii) to maintain the
effectiveness of such registration statement for a period of not less than 90
days (or until such time as all securities sold thereunder shall have been sold,
in the case of a registration on Form S-3);
(b) promptly prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith
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as may be necessary to effect and maintain the effectiveness of such
registration statement for the period specified in Section 5(a) and as to comply
with the provisions of the Securities Act with respect to the disposition of all
Eligible Securities covered by such registration statement in accordance with
the intended method of disposition set forth in such registration statement for
such period, including such amendments or supplements as are necessary to cure
any untrue statement or omission referred to in Section 5(e)(vi);
(c) provide to the managing underwriter or underwriters
and not more than one counsel for all underwriters and to the Holders of
Eligible Securities to be included in such registration statement and not more
than one counsel for all such Holders (such counsel to be reasonably acceptable
to the Company) the opportunity to participate in the preparation of (i) such
registration statement, (ii) each prospectus relating thereto and included
therein or filed with the Commission and (iii) each amendment or supplement
thereto;
(d) make available for inspection by the parties
referred to in Section 5(c) such financial and other information and books and
records of the Company, and cause the officers, directors and employees of the
Company, and counsel and independent certified public accountants of the
Company, to respond to such inquiries, as shall be reasonably necessary, in the
judgment of respective counsel to such Holders and such underwriter or
underwriters, to conduct a reasonable investigation within the meaning of the
Securities Act; provided, however, that each such person shall be required to
retain in confidence and not to disclose to any other person any information or
records reasonably designated by the Company in writing as being confidential
until such time as such information becomes a matter of public record (whether
by virtue of its inclusion in such registration statement or otherwise), unless
(i) such person shall be required to disclose such information pursuant to the
subpoena or order of any court or other governmental agency or body having
jurisdiction over the matter or to the National Association of Insurance
Commissioners or (ii) such information is required to be set forth in such
registration statement or the prospectus included therein or in an amendment to
such registration statement or an amendment or supplement to such prospectus in
order that such registration statement, prospectus, amendment or supplement, as
the case may be, shall not contain an untrue statement of a material fact or
omit to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and such information has not been
so set forth after the request by a Holder to such effect; and provided,
further, that the Company need not make such information available, nor need it
cause any officer, director or employee to respond to such inquiry, unless each
such Holder and such counsel, upon the Company's request, execute and deliver to
the Company an undertaking to substantially the same effect contained in the
immediately preceding proviso;
(e) immediately notify the persons referred to in
Section 5(c) and (if requested by any such person) confirm such advice in
writing, (i) when such registration statement or any prospectus included therein
or any amendment or supplement thereto has been filed and, with respect to such
registration statement or any such amendment, when the same has become
effective, (ii) of any material comments by the Commission with respect thereto
or any request by the Commission for amendments or supplements to such
registration statement or prospectus or for additional information, (iii) of the
issuance by the Commission of any stop
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order suspending the effectiveness of such registration statement or the
initiation of any proceedings for that purpose, (iv) if at any time the
representations and warranties of the Company contemplated by Section 5(l)(i)
cease to be true and correct in all material respects, (v) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of any Eligible Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose or (vi) at any time when a
prospectus is required to be delivered under the Securities Act, of the
occurrence or failure to occur of any event, or any other change in law, fact or
circumstance, as a result of which such registration statement, prospectus or
any amendment or supplement thereto, or any document incorporated by reference
in any of the foregoing, contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;
(f) take reasonable efforts to obtain the withdrawal at
the earliest practicable date of any order suspending the effectiveness of such
registration statement or any post-effective amendment thereto;
(g) if requested by the managing underwriter or
underwriters or the Holders of at least a majority of the Eligible Securities
being sold in connection with an underwritten public offering, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as such managing underwriter or underwriters or such Holders
reasonably specify should be included therein relating to the terms of the sale
of such Eligible Securities, including, without limitation, information with
respect to the number of Eligible Securities being sold to such underwriters,
the names and descriptions of such Holders, the purchase price being paid
therefor by such underwriters and any other terms of the underwritten (or best
efforts underwritten) offering of the Eligible Securities to be sold in such
offering, and make all required filings of such prospectus supplement or
post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;
(h) furnish to each Holder of Eligible Securities
included in such registration and each underwriter and counsel for Holder, if
any, thereof an executed copy of such registration statement, each such
amendment and supplement thereto (in each case including all exhibits thereto,
whether or not such exhibits are incorporated by reference therein) and such
number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus) and each
amendment or supplement thereto, in conformity with the requirements of the
Securities Act, as such Holder and managing underwriter, if any, may reasonably
request in order to facilitate the disposition of such Eligible Securities by
such Holder or by the participating underwriters;
(i) use its best efforts to (i) register or qualify the
Eligible Securities to be included in such registration statement under such
other securities laws or blue sky laws of such jurisdictions as any Holder of
such Eligible Securities and each managing underwriter, if any, thereof shall
reasonably request, (ii) keep such registrations or qualifications in effect for
so long as is necessary to effect the disposition of such Eligible Securities in
the manner
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contemplated by the registration statement, the prospectus included therein and
any amendment or supplement thereto and (iii) take any and all such actions as
may be reasonably necessary or advisable to enable such Holder and any
participating underwriter or underwriters to consummate the disposition in such
jurisdictions of such Eligible Securities; provided, however, that the Company
shall not be required for any such purpose to (A) qualify generally to do
business as a foreign corporation or a broker-dealer in any jurisdiction wherein
it would not otherwise be required to qualify but for the requirements of this
Section 5(i), (B) subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction;
(j) cooperate with the Holders of the Eligible
Securities included in such registration and the managing underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing
Eligible Securities to be sold, which certificates shall be printed,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders and which shall not bear any restrictive legends; and, in
the case of an underwritten public offering, enable such Eligible Securities to
be registered in such names as the underwriter or underwriters may request at
least two business days prior to any sale of such Eligible Securities;
(k) provide not later than the effective date of the
registration statement a CUSIP number for all Eligible Securities;
(l) enter into an underwriting agreement, engagement
letter, agency agreement, "best efforts" underwriting agreement or similar
agreement, as appropriate, and take such other actions in connection therewith
as the Holders of at least a majority of the Eligible Securities to be included
in such registration shall reasonably request in order to expedite or facilitate
the disposition of such Eligible Securities, and in connection therewith,
whether or not an underwriting agreement is entered into and whether or not the
registration is an underwritten public offering,(i) make such representations
and warranties to the Holders of such Eligible Securities included in such
registration and the underwriters, if any, in form, substance and scope as are
customarily made in an underwritten public offering, (ii) obtain an opinion of
counsel to the Company in customary form and covering such matters as are
customarily covered by such an opinion as the Holder of at least a majority of
such Eligible Securities and the underwriters, if any, may reasonably request,
addressed to each participating Holder and the underwriters, if any, and dated
the effective date of such registration statement (or, if such registration
includes an underwritten public offering, dated the date of the closing under
the underwriting agreement); (iii) obtain a "cold comfort" letter from the
independent certified public accountants of the Company addressed to the Holders
of the Eligible Securities included in such registration and the underwriters,
if any, dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, also dated the date of
the closing under the underwriting agreement), such letter to be in customary
form and covering such matters as are customarily covered by such letters; (iv)
deliver such documents and certificates as may be reasonably requested by the
Holders of at least a majority of the Eligible Securities included in such
registration and the managing underwriter or underwriters, if any, to evidence
compliance with clause (i) above and with any customary conditions contained in
the underwriting
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agreement or other agreement entered into by the Company, and (v) undertake such
obligations relating to expense reimbursement, indemnification and contribution
as are provided in Sections 6, 7 and 8 hereof; and
(m) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission.
Notwithstanding the provisions of Section 5(a), the Company's
obligation to file a registration statement, or cause such registration
statement to become effective, shall be suspended, without incurring any
liability to any Holder, for a period not to exceed 90 days if there exists at
the time material non-public information relating to the Company that, in the
reasonable opinion of the Company, should not be disclosed, provided that any
such suspension shall occur no more than once in any twelve (12)-month period.
In such an event, the Company shall promptly inform all Holders of the Company's
decision to defer filing of a registration statement and shall notify all
Holders promptly (but in any event not later than upon the expiration of the
90-day period specified in the immediately preceding sentence) of the
recommencement of the Company's efforts to file the registration statement and
to cause the registration statement to become effective.
In connection with each registration of Eligible Securities
hereunder, the Holders thereof will furnish to the Company in writing such
information with respect to themselves and the proposed distribution by them as
shall be reasonably necessary in order to assure compliance with applicable
federal and state securities laws. Each such Holder also agrees to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Holder to the Company or of the occurrence of any
other event, in either case as a result of which any prospectus relating to such
registration contains an untrue statement of a material fact regarding such
Holder or the distribution of such Eligible Securities or omits to state any
material fact regarding such Holder or the distribution of such Eligible
Securities required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly
to furnish to the Company any additional information required to correct and
update such previously furnished information or required so that such prospectus
shall not contain, with respect to such Holder or the distribution of such
Eligible Securities, 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 not misleading, in light of the circumstances then existing. Each such
Holder further agrees that upon giving any notice referred to in the immediately
preceding sentence, or upon receipt of any notice from the Company pursuant to
Section 5(e)(vi) hereof, such Holder shall forthwith discontinue the disposition
of Eligible Securities pursuant to the registration statement applicable to such
Eligible Securities until such Holder shall have received copies of an amended
or supplemented registration statement or prospectus, and if so directed by the
Company, such Holder shall 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 Eligible Securities at the time of receipt of such
notice.
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6. Expenses. The Company shall pay all expenses incurred in
complying with Sections 2, 3 and 4, including without limitation all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses of
one counsel for the selling Holders, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws
(other than those which by law must be paid by the selling security holders),
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars and stock exchange listing fees, but
excluding all underwriting discounts and selling commissions applicable to the
sale of Eligible Securities. All expenses of participating sellers other than
those assumed by the Company in this Agreement shall be borne by such sellers in
proportion to the number of shares sold by each seller or as they may otherwise
agree.
7. Indemnification.
(a) In the event of a registration of Eligible
Securities under the Securities Act pursuant to Section 2, 3 or 4, the Company
shall indemnify and hold harmless each selling Holder, each underwriter of such
Eligible Securities thereunder and each other person, if any, who controls such
selling Holder or underwriter within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which such
selling Holder, underwriter or controlling person may become subject under the
Securities Act or otherwise or in any action in respect thereof, and will
reimburse each such selling Holder, underwriter and controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action, as
such expenses are incurred, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such Eligible Securities were registered
under the Securities Act pursuant to Section 2, 3 or 4, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the Company shall
not be liable to any such selling Holder, underwriter or controlling person in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in conformity with information
furnished by such selling Holder, underwriter or controlling person in writing
specifically for use in such registration statement or prospectus.
(b) In the event of a registration of any of the
Eligible Securities under the Securities Act pursuant to Section 2, 3 or 4, each
selling Holder of such Eligible Securities, severally and not jointly, will
indemnify and hold harmless the Company, each underwriter and each person, if
any, who controls the Company or any underwriter within the meaning of the
Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, each other seller of securities
registered by the registration statement covering such Eligible Securities and
each person, if any, who controls such seller, against all losses, claims,
damages or liabilities, joint or several, to which the Company or any such
officer, director, underwriter, other seller or controlling person may become
subject under the Securities
11
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Act or otherwise, and shall reimburse the Company and each such officer,
director, underwriter, other seller and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, but only to the
extent that any such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to such Holder furnished in writing to
the Company by such Holder specifically for use in the registration statement or
prospectus relating to such Eligible Securities. Notwithstanding the immediately
preceding sentence, the liability of each such Holder hereunder shall not in any
event exceed the net proceeds received by such Holder from the sale of Eligible
Securities covered by such registration statement.
(c) Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such indemnified party,
if a claim in respect thereof is to be made against an indemnifying party
hereunder, shall notify such indemnifying party in writing thereof, but the
omission so to notify such indemnifying party shall not relieve such
indemnifying party from any liability that it may have to any indemnified party
other than under this Section 7 and, unless the failure to so provide notice
materially adversely affects or prejudices such indemnifying party's defense
against any action, shall not relieve such indemnifying party from any liability
that it may have to any indemnified party under this Section 7. In case any such
action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from such indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, such indemnifying party shall not be liable to such indemnified party
under this Section 7 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it that are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume and undertake the defense of
such action, with the expenses and fees of such separate counsel and other
expenses related to such defense to be reimbursed by the indemnifying party as
incurred.
(d) No indemnifying party shall be liable for any
amounts paid in a settlement effected without the consent of such indemnifying
party, which consent shall not be unreasonably withheld. No indemnifying party
shall consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the plaintiff to the
indemnified party of a release from all liability in respect of such claim or
litigation.
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(e) The reimbursements required by this Section 7 shall
be made by periodic payment during the course of the investigation or defense,
as and when bills are received and expenses incurred.
8. Contribution. If for any reason the indemnity set forth in
Section 7 is unavailable or is insufficient to hold harmless an indemnified
party, then the indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the aggregate losses, claims,
damages, liabilities and expenses of the nature contemplated by said indemnity
(i) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and such indemnified party on the other
(determined by reference to, among other things, whether the untrue statement of
a material fact or omission to state a material fact relates to information
supplied by the indemnifying party or such indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission), or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law or provides a lesser sum
to such indemnified party than the amount hereinafter calculated, in such
proportion as is appropriate to reflect not only the relative fault of the
indemnifying party and such indemnified party but also the relative benefits
received by the indemnifying party on the one hand and such indemnified party on
the other, as well as any other relevant equitable considerations.
The Company and the Parties agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable consideration referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to in such paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section, a Holder shall not be required to contribute any
amount in excess of the amount by which the net proceeds of the sale of Eligible
Securities sold by such Holder and distributed to the public exceeds the amount
of any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. 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
which is not guilty of such fraudulent misrepresentation.
9. Underwriting Agreement. If Eligible Securities are to be
sold pursuant to a registration statement in an underwritten offering pursuant
to Section 2, 3 or 4, the Company and each selling Holder of Eligible Securities
agrees to enter into a written agreement with the managing underwriter or
underwriters selected in the manner herein provided in such form and containing
such provisions as are reasonably satisfactory to the Company and each such
selling Holder and as are customary in the securities business for such an
arrangement among such underwriter or underwriters, each such selling Holder and
companies of the Company's size and investment stature. No Holder of Eligible
Securities may participate in any underwritten sale of Eligible Securities
pursuant to Section 2, 3 or 4 hereof unless such Holder agrees to sell such
Holder's securities in accordance with any underwriting arrangements approved by
the persons
13
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entitled hereunder to specify the method of distribution of the securities being
registered and completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements. Notwithstanding anything to
the contrary contained herein, no Holder of Eligible Securities shall be
required to make any representations and warranties to the Company or the
underwriters other than representations or warranties regarding the identity of
such Holder, such Holder's Eligible Securities, such Holder's ability to
transfer title to such Holder's Eligible Securities and such Holder's intended
method of distribution or any other representations required by applicable law.
10. Limitations on Subsequent Registration Rights. If,
subsequent to the date hereof, the Company grants to any holders or prospective
holders of the Company's securities the right to require that the Company
register any securities of the Company under the Securities Act, such
registration rights shall be granted subject to the rights of the Holders to
include all or part of their Eligible Securities in any such registration on the
terms and conditions set forth in Section 4.
11. Rule 144. The Company covenants with the Holders of
Eligible Securities that, if and to the extent the Company shall be required to
do so under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as the same may be amended and in effect at the time
(the "Exchange Act"), the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including, but not
limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the
Securities Act), all to the extent required from time to time to enable such
Holder to sell Eligible Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission. Upon the request of any
Holder of Eligible Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
12. Miscellaneous.
(a) All covenants and agreements contained in this
Agreement by or on behalf of any of the signatories shall bind and inure to the
benefit of the respective successors and permitted assigns of the signatories,
whether so expressed or not. If any permitted transferee of any Holder of
Eligible Securities shall acquire Eligible Securities in any manner (other than
by way of a registered public offering), whether by operation of law of
otherwise, such Eligible Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Eligible Securities such
transferee shall be entitled to receive the benefits of and be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement. The benefits to which any such permitted
transferee shall be entitled shall include, without limitation, the rights to
register Eligible Securities under Sections 2, 3 and 4 hereof; provided,
however, that any such permitted transferee shall not be entitled to deliver to
the Company a Registration Request or a Form S-3 Request pursuant to
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15
Section 2 or 3 hereof unless such permitted transferee acquired from its
transferor (i) with respect to Eligible Securities issued upon the conversion of
Preferred Stock, at least 100,000 Eligible Securities; provided, however, that
the transfer of registration rights held pursuant to this Agreement to a
partner, shareholder, equity holder or officer of any Investor shall be without
restriction as to minimum shareholding; or (ii) with respect to all other
Eligible Securities, at least a majority of the Eligible Securities owned by
such transferor at the time of transfer. If the Company shall so request, any
such successor or permitted assign shall agree in writing to acquire and hold
the Eligible Securities subject to all of the terms hereof. This Section 12(a)
shall not be deemed to create any right on the part of any Holder to transfer
Eligible Securities in contravention of any restriction thereon contained in any
other agreement to which such Holder is a party.
(b) All notices, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telecopier (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) when received by the addressee, if sent by Express Mail,
Federal Express or other express delivery service (receipt requested), in each
case to the appropriate addresses and telecopier numbers set forth below (or to
such other addresses and telecopier numbers as a party may designate as to
itself by notice to the other parties):
(i) If to Doubletree: 000 Xxxxxxxxx Xxxx,
Xxxxxxx, XX, telecopier number (000) 000-0000, Attention: General Counsel.
(ii) If to the Company: Xxxxxxxxx Xxxxxx Xxxx,
0000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000, telecopier number (000) 000-0000,
Attention: President.
(iii) If to XxXxxx or the Trusts: Xxxxxxxxx Xxxxxx
Xxxx, 0000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000, telecopier number (316)
631-1333, Attention: Xxxx XxXxxx.
(iv) If to the Fix Partnership: Xxxxxxxxx Xxxxxx
Xxxx, 0000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000, telecopier number (316)
631-1333, Attention: Xxxxxx Fix.
(v) If to an Investor: at the address set forth
on Schedule A attached hereto.
(c) This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
(d) This Agreement may not be amended or modified, and
no provision hereof may be waived, except in writing, and any such writing shall
only be effective with respect to a Party who has executed such writing. The
failure of any of the Parties to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a
15
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waiver of that term or deprive such Party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) The Parties acknowledge that there may be no
adequate remedy at law if any Party fails to perform any of its obligations
hereunder and that each Party may be irreparably harmed by any such failure, and
accordingly agree that each Party, in addition to any other remedy to which it
may be entitled in law or in equity, shall be entitled to compel specific
performance of the obligations of any other Party under this Agreement in
accordance with the terms and conditions of this Agreement in any court of the
United States or any state thereof having jurisdiction.
(g) The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
(h) 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 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 Holders shall be
enforceable to the fullest extent permitted by law.
(i) This Agreement is intended by the Parties as a
final expression of their agreement and a 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 or therein. This
Agreement supersedes all prior agreements and understandings between the Parties
with respect to such subject matter. The Second Registration Rights Agreement,
as in existence prior to the execution hereof, is hereby terminated and is and
shall be after the date hereof null and void and of no further force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
CANDLEWOOD HOTEL COMPANY, INC.
By: /S/ XXXX X. XXXXXX
--------------------------------------
Name: Xxxx X. XxXxxx
Title: Chief Executive Officer
DOUBLETREE CORPORATION
By: /S/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXX X. FIX FAMILY PARTNERSHIP, L.P.
By: /S/ XXXXXX X. FIX
--------------------------------------
Name: Xxxxxx X. Fix
Title: General Partner
/S/ XXXXXX X. FIX
---------------------------------------------
Xxxxxx X. Fix
XXXX X. XxXXXX, for himself and on behalf of
the XXXXXXXXX XxXXXX TRUST DATED MARCH 14,
1995 and the XXXXXXXXXXX XXXXX XxXXXX TRUST
DATED MARCH 14, 1995
/S/ XXXX X. XXXXXX
---------------------------------------------
Name: Xxxx X. XxXxxx
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OLYMPUS GROWTH FUND II, L.P.
By: OGP II, L.P., its General Partner
By: RSM, L.L.C., its General Partner
By: /S/ XXXXXX X. XXXXXX
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF II, L.P., its General Partner
By: RSM, L.L.C., its General Partner
By: /S/ XXXXXX X. XXXXXX
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS
TRUSTEE OF THE COMMINGLED PENSION TRUST FUND
(MULTI-MARKET SPECIAL INVESTMENT FUND II) OF
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /S/ XXXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS
TRUSTEE OF THE MULTI-MARKET SPECIAL
INVESTMENT TRUST FUND OF XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK
By: /S/ XXXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
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XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS
INVESTMENT MANAGER AND AGENT FOR THE XXXXXX
X. XXXXX FOUNDATION (MULTI-MARKET ACCOUNT)
By: /S/ XXXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: Chase Capital Partners, its
General Partner
By: /S/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: General Partner
PRIVATE EQUITY INVESTORS III, L.P.
By: Xxxxx X. Xxxxx Associates III, LLC,
General Partner
By: /S/ XXXXX XXXXX
-------------------------------
Name: Xxxxx Xxxxx
Title: Attorney-In-Fact
EQUITY-LINKED INVESTORS-II
By: Xxxxx Xxxxx Associates III,
General Partner
By: /S/ XXXXX XXXXX
-------------------------------
Name: Xxxxx Xxxxx
Title: Attorney-In-Fact
LNR CANDLEWOOD HOLDINGS, INC.
By: /S/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
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20
DELAWARE STATE EMPLOYEES' RETIREMENT FUNDS
By: Pecks Management Partners Ltd., its
Investment Advisor
By: /S/ XXXXXX XXXXXX
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
DECLARATION OF TRUST FOR THE DEFINED BENEFIT
PLAN OF ZENECA HOLDINGS INC.
By: Pecks Management Partners Ltd., its
Investment Advisor
By: /S/ XXXXXX XXXXXX
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
DECLARATION OF TRUST FOR THE DEFINED BENEFIT
PLAN OF ICI AMERICAN HOLDINGS INC.
By: Pecks Management Partners Ltd., its
Investment Advisor
By: /S/ XXXXXX XXXXXX
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
X.X. XxXXXXXXX FAMILY TRUST
By: Pecks Management Partners Ltd., its
Investment Advisor
By: /S/ XXXXXX XXXXXX
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
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21
ADVANCE CAPITAL PARTNERS, L.P.
By: Advance Capital Associates, L.P.
By: Advance Capital Management, LLC
By: /S/ XXXXXX X. XXXXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
ADVANCE CAPITAL OFFSHORE PARTNERS, L.P.
By: Advance Capital Offshore Associates, LDC
By: Advance Capital Associates, L.P.
By: Advance Capital Management,
LLC
By:/S/ XXXXXX X. XXXXXXXXX
------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
ALLIED CAPITAL CORPORATION
By: /S/ G. XXXXXX XXXXXXXX, III
--------------------------------------
Name: G. Xxxxxx Xxxxxxxx, III
Title: Managing Director
ALLIED CAPITAL CORPORATION II
By: /S/ G. XXXXXX XXXXXXXX, III
--------------------------------------
Name: G. Xxxxxx Xxxxxxxx, III
Title: Managing Director
THE FFJ 1997 NOMINEE TRUST
By: /S/ XXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Trustee
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THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
By: /S/ XXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
J. ROMEO & CO.
By: /S/ XXXXX XXXXXX
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Partner
HARBOR INVESTMENTS LTD.
By: Strong Capital Management, Inc., its
Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President & Acting General
Counsel
STRONG SPECIAL INVESTMENT LIMITED PARTNERSHIP
By: Strong Capital Management, Inc., its
General Partner
By: /S/ XXXXXXX X. XXXXXXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President & Acting General
Counsel
STRONG QUEST LIMITED PARTNERSHIP
By: Strong Capital Management, Inc., its
Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President & Acting General
Counsel
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*
-----------------------------------------
Xxxxxxx X. Xxxxxx
*
-----------------------------------------
Xxxxxx X. Xxxxx, Xx.
*
-----------------------------------------
Xxxx Xxxxxxxx
*
-----------------------------------------
Xxxxxx X. Xxxxxxx, Xx.
*
-----------------------------------------
Xxxxxx Xxxxx
*
-----------------------------------------
Xxxxxxx Xxxxxxx
*
-----------------------------------------
Xxxxx Xxxxxx
*
-----------------------------------------
Xxxxxxx Xxxx
/S/ XXXXX XXXXX
-----------------------------------------
Xxxxx Xxxxx
*
-----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
*
-----------------------------------------
Xxxxx Xxxxxxx
*
-----------------------------------------
Xxxxx Xxxxxx
*
-----------------------------------------
Xxxxx Xxxxxx
*
-----------------------------------------
Xxxxx Xxxxxx
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24
*
-----------------------------------------
Xxxxxx X. Xxxxxxx
*
-----------------------------------------
Xxxxxxx XxXxxxxx
*
-----------------------------------------
Xxxxxx X. XxXxxxxxx
*
-----------------------------------------
Xxxxx X. Xxxxx
*
-----------------------------------------
Xxxx Xxxxx
*
-----------------------------------------
Xxxxxxx X. Xxxxx
/S/ XXXXXXX XXXX
-----------------------------------------
Xxxxxxx Xxxx
*By: Xxxxx Xxxxx
Attorney-in-Fact
/S/ XXXXX XXXXX
-----------------------------------------
Xxxxx Xxxxx
24
