REGISTRATION RIGHTS AGREEMENT
AGREEMENT made and entered into this 10th day of April, 1996, between
Human Genome Sciences, Inc., a Delaware corporation (the "Company"), and the
parties set forth on the signature pages hereto ("Holders").
WITNESSETH:
WHEREAS, Holders are purchasing 2,000,000 shares of Common Stock of the
Company from two stockholders of the Company (excluding shares of Common Stock
which are freely transferrable by Holders pursuant to Rule 144 (k), the
"Restricted Shares");
WHEREAS, such stockholders have demand and piggyback registration rights
with respect to the Restricted Shares;
WHEREAS, Holders have agreed to a six-month lock-up with respect to the
Restricted Shares; and
WHEREAS, the Company has determined that it is in its best interests to
grant to Holders registration rights on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the Company
and Holders, intending to be legally bound, hereby agrees as follows:
1. REGISTRATION RIGHTS.
1.1 Required Registration. If, on or after the six month
anniversary of the date hereof, the Company shall be requested by Holders owning
at least 50% of the Restricted Shares to effect the registration under the
Securities Act of 1933, as amended (the "Securities Act") of Restricted Shares,
then the Company shall promptly give written notice of such request for
registration to all other Holders and use its best efforts to effect the
registration under the Securities Act of the Restricted Shares that the company
has been requested to register for disposition as described in the request of
the Holders, and all other Restricted Shares which other Holders have requested
to be registered by written notice given within 15 days of the Company's notice;
provided, however, that the Company shall not be obligated to effect any
registration under the Securities Act except in accordance with the following
provisions:
(a) The Company shall not be obligated to file and cause
to become effective more than one registration statement in which Restricted
Shares are registered under the Securities Act pursuant to this Section 1.1.
(b) Notwithstanding the foregoing, the Company may include
in each such registration requested pursuant to this Section 1.1 any authorized
but unissued shares of Common Stock (or authorized treasury shares) for sale by
the Company or any issued and outstanding shares of Common Stock for sale by
others.
(c) The Company shall have the right to postpone the filing
of a Registration Statement or the distribution pursuant thereto for a
reasonable period or periods not to exceed ninety (90) days in the aggregate if
the Board of Directors of the company has determined, in its good faith
judgment, that it would materially interfere with any financing, acquisition,
corporate reorganization or other material transaction involving the Company,
or would require premature disclosure of any material non-public information.
(d) The Company shall not be obligated to effect an
underwritten public offering pursuant to this Section 1.1.
1.2 Piggyback Registration.
(a) Each time that the Company proposes for any reason to
register any of its securities under the Securities Act, other than pursuant to
a registration statement on Form S-4 or Form S-8 or similar or successor forms
(collectively, "Excluded Form") the Company shall promptly give written notice
of such proposed registration to the Holders, which will offer such Holders the
right to request inclusion of any Restricted Shares in the proposed
registration.
(b) The Holders shall have 30 days from the receipt of such
notice to deliver to the Company a written request specifying the number of
Restricted shares such Holders intends to sell and the Holders' intended method
of disposition.
(c) In the event that the proposed registration by the
Company is, in whole or in part, an underwritten public offering of securities
of the Company, any request under Section 1.2(b) may specify that the Restricted
Shares be included in the underwriting on the same terms and conditions as the
shares of Common Stock, if any, otherwise being sold through underwriters under
such registration.
(d) Upon receipt of a written request pursuant to Section
1.22(b), the Company shall promptly use its best efforts to cause all such
Restricted Shares to be registered under the Securities Act, to the extent
required to permit sale or disposition as set forth in the written request.
(e) Notwithstanding the foregoing, if the managing
underwriter of any such proposed registration determines and advises in writing
that the inclusion of all Restricted Shares proposed to be included in the
underwritten public offering by the Holders, together with any other issued and
outstanding shares of Common Stock proposed to be included therein by holders
other than Holders (such other shares hereinafter collectively referred to as
the "Other Shares"), would interfere with the successful marketing of the
Company's securities, then the total number of such securities proposed to be
included in such underwritten public offering by the Holders and holders of the
Other Shares shall be excluded from such registration statement to the extent
necessary in the judgment of such managing underwriter, on a pro rata basis,
based upon the number of securities sought to be registered by each such Holder
of Restricted Shares and Other Shares.
1.3 Preparation and Filing. If and whenever the Company is under
an obligation pursuant to the provision of this Section 1 to use its best
efforts to effect the registration of any Restricted Shares, the Company shall,
as expeditiously as practicable:
(a) With respect to a registration statement filed pursuant
to Section 1.1, prepare and file with the Commission a registration statement
on Form S-3 to the extent such form is then available, or on such other form as
shall then be available with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective in
accordance with Section 1.1(b) hereof;
(b) With respect to a registration statement filed pursuant
to Section 1.1, prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until the earlier of (i) the sale of all Restricted Shares covered thereby or
(ii) nine months (exclusive of any period during which the distribution is
postponed pursuant to Section 1.1(c)), and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all Restricted
Shares covered by such registration statement;
(c) furnish to each Holder whose Restricted Shares are
being registered pursuant to this Section 1 such number of copies of any summary
prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such Holder may reasonable request in order to facilitate the public sale or
other disposition of such Restricted Shares;
(d) use its best efforts to register or qualify the
Restricted Shares covered by such registration statement under the securities
or blue sky laws of such jurisdiction as each Holder whose Restricted Shares are
being registered pursuant to this Section 1 shall reasonably request and do any
and all other acts or things which may be necessary or advisable to enable such
Holder to consummate the public sale or other disposition in such jurisdictions
of such Restricted Shares; provided, however, that the Company shall not be
required to consent to general service of process for all purposes in any
jurisdiction where it is not then subject to process, qualify to do business as
a foreign corporation where it would not be otherwise required to qualify or
submit to liability for state or local taxes where it is not otherwise liable
for such taxes;
(e) at any time when a prospectus relating thereto covered
by such registration statement is required to be delivered under the Securities
Act within the appropriate period mentioned in Section 1.1(b) hereof, notify the
Holders of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes 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 the
light of the circumstances then existing and, at the request of such Holder,
prepare, file and furnish to such Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such shares, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing;
(f) if the Company has delivered preliminary or final
prospectuses to the Holders and after having done so the prospectus is amended
to comply with the requirements of the Securities Act, the Company shall
promptly notify the Holders and, if requested, the Holders shall immediately
cease making offers of Restricted Shares and return all prospectuses to the
Company. The Company shall promptly provide the Holders with revised
prospectuses and, following receipt of the revised prospectuses, the Holders
shall be free to resume making offers of the Restricted Shares.
1.4 Expenses. The Company shall pay all expenses incurred by the
Company in complying with this Section 1, including, without limitation, all
registration and filing fees (including all expenses incident to filing with the
National Association of Securities Dealers, Inc. and any stock exchange), fees
and expenses of complying with the securities and blue sky laws of all such
jurisdictions in which the Restricted Shares are proposed to be offered and
sold, printing expenses and fees and disbursements of the Company's counsel;
provided, however, that all underwriting discounts and selling commissions
applicable to the Restricted Shares covered by registrations effected pursuant
to Section 1.2 hereof shall be borne by the seller or sellers thereof, in
proportion to the number of Restricted Shares sold by each such seller or
sellers.
1.5 Indemnification.
(a) In the event of any registration of any Restricted
Shares under the Securities Act pursuant to this Section 1 or registration or
qualification of any Restricted Shares pursuant to Section 1.3(d) hereof, the
Company shall indemnify and hold harmless the seller of such shares, each
underwriter of such shares, if any, each broker or any other person acting on
behalf of such seller and each other person, if any, who controls any of the
foregoing persons, within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which any of the foregoing
persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any registration statement under which such
Restricted Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or any document incident to registration or qualification of any
Restricted Shares pursuant to Section 1.3(d) hereof, 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 or, with resect to any prospectus, necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or any violation by the Company of the Securities Act or any state
securities or blue sky laws applicable to the Company and relating to action or
inaction required of the Company in connection with such registration or
qualification under the Securities Act or such state securities or blue sky
laws. The Company shall reimburse on demand such seller, underwriter, broker
or other person acting on behalf of such seller and each such controlling person
for any legal or any other expenses reasonably incurred by any of them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case 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 said registration statement, preliminary
or final prospectus or amendment or supplement thereto or any document incident
to registration or qualification of any Restricted Shares pursuant to Section
1.3(d) hereof, in reliance upon and in conformity with written information
furnished to the company by such seller, underwriter, broker, other person or
controlling person specifically for use in the preparation thereof.
(b) Before Restricted Shares held by any prospective seller
shall be included in any registration pursuant to this Section 1, such
prospective seller and any underwriter acting on its behalf shall have agreed
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in paragraph (a)) the Company, each director of the Company, each officer
of the Company who signs such registration statement and any person who controls
the Company within the meaning of the Securities Act, with respect to any untrue
statement or omission from such registration statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, if such untrue statement or omission was made in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such seller or such underwriter specifically for use
in the preparation of such registration statement, preliminary prospectus, final
prospectus or amendment or supplement; provided, however, that the maximum
amount of liability in respect of such indemnification shall be limited, in the
case of each prospective seller, to an amount equal to the net proceeds actually
received by such prospective seller from the sale of Restricted Shares effected
pursuant to such registration.
(c) Promptly after receipt by an indemnified party of
notice of the commencement of any action involving a claim referred to in
Section 1.5(a) or (b) hereof, such indemnified party will, if a claim in respect
thereof is to made against the indemnifying party under this Section 1.5, give
written notice to the latter of the commencement of such action. In case any
such action is brought against an indemnified party, the indemnifying party will
be entitled to participate in and to assume the defense thereof, jointly with
any other indemnifying party of its election to assume the defense thereof,
jointly with any other indemnifying party similarly notified to the extent that
it may wish, with counsel reasonably satisfactory to such indemnified party,
and, after notice to such indemnified party from the indemnifying party of its
election to assume the defense thereof, the indemnifying party shall be
responsible for any legal or other expenses subsequently incurred by the
indemnifying party in connection with the defense thereof; provided, however,
that, if any indemnified party shall have reasonably concluded that there may
be one or more legal defenses available to such indemnified party which are
different from or additional to those available to the indemnifying party, or
that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity agreement provided in this Section 1.5, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, and such indemnifying party shall reimburse
such indemnified party and any person controlling such indemnified party for the
fees and expenses of counsel retained by the indemnified party which are
reasonably related to the matters covered by the indemnity agreement provided
in this Section 1.5 (provided, however, that the Company shall not be obligated
to reimburse the indemnified parties and persons who control the indemnified
parties for the fees and expenses of more than one separate law firm exclusive
of local counsel). Neither the indemnifying party nor the indemnified party
shall make any settlement of any claims indemnified against hereunder without
the written consent of the other party or parties, which consent shall not be
unreasonably withheld.
(d) In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (i) the
Holders, or any controlling person of the Holders, makes a claim for
indemnification pursuant to this Section 1.5, but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 1.5 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of the Holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 1.5; then, in each such case, the Company and the
Holders will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject as is appropriate to reflect the relative fault of
the Company and the Holders in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, it being understood
that the parties acknowledge that the overriding equitable consideration to be
given effect in connection with this provision is the ability of one party or
the other to correct the statement or omission which resulted in such losses,
claims, damages or liabilities, and it would not be just and equitable if
contribution pursuant hereto were to be determined by pro rata allocation or by
any other method of allocation which does not take into consideration the
foregoing equitable considerations. Notwithstanding the foregoing, (i) the
Holders will not be required to contribute any amount in excess of the proceeds
to it of all Restricted Shares sold by it pursuant to such registration
statement, and (ii) no person or entity guilty of fraudulent misrepresentation,
within the meaning of Section 11(f) of the Securities Act, shall be entitled to
contribution from any person or entity who is not guilty of such fraudulent
misrepresentation.
(e) Notwithstanding any of the foregoing, if, in connection
with an underwritten public offering of any Restricted Shares, the Company, the
Holders and the underwriters enter into an underwriting or purchase agreement
relating to such offering which contains provision covering indemnification
among the parties, then the indemnification provision of this Section 1.5 shall
be deemed inoperative for purposes of such offering.
2. LOCK-UP.
Each of the Holders hereby agrees not to directly or indirectly,
offer for sale, sell or otherwise dispose of (or enter into any short sale,
option or other transaction or device which is designed to, or could be expected
to, result in the disposition at any time in future of) the Restricted Shares
(including, without limitation, Restricted Shares that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Commission), for a period of 180 days after the date of this
Agreement.
3. NOTICES.
Any notices or other communications required or permitted
hereunder, shall be sufficiently given if in writing (including by telecopy) and
personally delivered or sent by registered or certified mail, postage prepaid,
return receipt requested, or transmitted by telecopy, with confirmation of
receipt, addressed as follows or to such other address as the parties shall have
given notice of pursuant hereto:
In the case of Holders:
the address set forth on Exhibit A for such Holder
with a copy to:
Xxxxx, Xxxx & Xxxxxxx, P.C.
0000 Xxxxx Xxxxxxxx Bank Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
In the case of the Company:
Human Genome Sciences, Inc.
0000 Xxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
with a copy to:
Bachner, Tally, Xxxxxxx & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000
4. ENTIRE AGREEMENT.
This Agreement represents the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior oral and written agreements, arrangements and
understandings among the parties hereto with respect to such subject matter; and
can be amended, supplemented or changed, and any provision hereof can be waived,
only by a written instrument exceeded by the party to be bound.
5. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors. The rights hereunder may
not be assigned by the Holders without the written consent of the Company.
6. PARAGRAPH HEADINGS.
The paragraph headings contained in this Agreement are for general
reference purposes only and shall not affect in any manner the meaning,
interpretation or construction of the terms or other provisions of this
Agreement.
7. APPLICABLE LAW.
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Maryland, applicable to contracts to
be made, executed, delivered and performed wholly within such state and, in any
case, without regard to the conflicts of law principles of such state.
8. SEVERABILITY.
If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by any court of competent jurisdiction to be illegal,
void or unenforceable, such provision shall be of no force and effect, but the
illegality or unenforceability of such provision shall have no effect upon and
shall not impair the enforceability of any other provision of this Agreement.
9. NO WAIVER.
The failure of any party at any time or times to require
performance of any provision hereof shall not affect the right at a later time
to enforce the same. No waiver by any party of any condition, and no breach of
any provision, term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be construed as a further or continuing waiver of any such
condition or of the breach of any other provision, term, covenant,
representation or warranty of this Agreement.
10. COUNTERPARTS.
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
but one and the same original instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
HUMAN GENOME SCIENCES, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President and Chief Operating Officer
XXX X. XXXX MANAGEMENT TRUST
By: /s/ Xxx X. Xxxx
Xxx X. Xxxx, Trustee
By: /s/ Xxx X. Xxxx
Xxx X. Xxxx, Trustee
RUST FAMILY INVESTMENT FUND, L.P.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, General Partner
XXXXXX XXXXXX CAPITAL MANAGEMENT
By: /s/ Xxxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxxxx,
General Partner
XXXXXX XXXXXX BASS 1993 A TRUST
By: /s/ Xxx X. Xxxx
Xxx X. Xxxx, Trustee
XXXXX X. XXXX, XX 1993 A TRUST
By: /s/ Xxx X. Xxxx
Xxx X. Xxxx, Trustee
XXXXXX XXXXXXXXX BASS 1993 A TRUST
By: /s/ Xxx X. Xxxx
Xxx X. Xxxx, Trustee
CDC PARTNERS
By: /s/ Xxx X. Xxxxx, Xx.
Xxx X. Xxxxx, Xx., General Partner
XXX X. XXXXX TRUST NO. 2
By: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, Trustee
By: /s/ Xxx X. Xxxxx
Xxx X. Xxxxx
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
XXXXXX FAMILY PARTNERS, L.P.
By: Xxxxxxx Xxxxxxxx Xxxxxx 0000, Trust,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx., Trustee
XXXXXX X. XXXXXXXX 1990 TRUST
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx., Trustee
XXXX X. XXXXXXXX 1990 TRUST
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx., Trustee
XXXXXX X. XXXXXXXX 1990 TRUST
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx., Trustee
XXXXXXXXX X. XXXXXXXX 1990 TRUST
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx., Trustee
XXXX XXXXXXX XXXXXXX 1992 TRUST
By: /s/ X.X. Xxxxxx
X. X. Xxxxxx, Trustee
XXXXXXX X. XXXXXXX, III 1992 TRUST
By: /s/ X. X. Xxxxxx
X. X. Xxxxxx, Trustee
XXX XXXXXXXX XXXXXXX 1992 TRUST
By: /s/ X. X. Xxxxxx
X. X. Xxxxxx, Trustee
EXHIBIT A
(a) If to the Holders, to:
Xxx X. Xxxx Management Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxx X. Xxxx
Xxx X. Xxxx
0000 Xxxxx Xxxxxxxx Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Rust Family Investment Fund, L.P.
c/o Xxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Xxxxxx Xxxxxx Capital Management
00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx Bass 1993 A Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxx X. Xxxx
Xxxxx X. Xxxx, XX 1993 A Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxx X. Xxxx
Xxxxxx Xxxxxxxxx Bass 1993 A Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxx X. Xxxx
Xxx X. Xxxxx
2500 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
CDC Partners
0000 Xxxxx Xxxxxxxx Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxx, Xx.
Xxx X. Xxxxx Trust No. 2
0000 Xxxxxxx-Xxxxxx Xxxx
Xxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxx
Xxxxxx Family Partners, L.P.
0000 Xxxxx Xxxxxxxx Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxx Xxxxxxxx
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxxxx 1990 Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxxx 1990 Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxxx 1990 Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxxxx X. Xxxxxxxx 1990 Trust
3200 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx.
0000 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Xxxx Xxxxxxx Xxxxxxx 1992 Trust
2600 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: X.X. Xxxxxx
Xxxxxxx X. Xxxxxxx, III 1992 Trust
2600 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: X.X. Xxxxxx
Xxx Xxxxxxxx Xxxxxxx 1992 Trust
2600 Texas Commerce Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: X.X. Xxxxxx
with a copy to:
Xxxxx, Xxxx & Xxxxxxx, P.C.
0000 Xxxxx Xxxxxxxx Bank Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxx
