REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
BLOWOUT ENTERTAINMENT, INC.
AS ISSUER AND
RENTRAK CORPORATION
AND THE OTHER INVESTORS
AND THE STOCKHOLDERS
DATED AS OF MAY 28, 1996
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of May 25, 1996, by and among Blowout Entertainment, Inc.,
a Delaware corporation (the "Issuer"), Rentrak Corporation, an Oregon
corporation ("Rentrak"), Streamlined Solutions, Inc., an Oregon
corporation, Mortco Inc., an Oregon corporation, and the persons named on
Attachment A hereto as the "Stockholders".
This Agreement is made pursuant to an Asset Purchase Agreement (the
"Asset Purchase Agreement") by and between the Issuer and Entertainment
One, Inc., a Delaware corporation ("E-One"), pursuant to which (i) E-One
sold all of its assets to the Issuer and the Issuer assumed all of E-One's
liabilities in exchange for shares of Common Stock of the Issuer (the
"Closing Shares") and (ii) E-One adopted a plan of liquidation pursuant to
which the Closing Shares were distributed to the Stockholders. In order to
induce E-One to consummate the transactions contemplated by the Asset
Purchase Agreement, the Issuer has agreed to provide the registration
rights set forth in this Agreement.
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: Any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect
to any Person, shall mean the Possession, directly or indirectly, of
the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; PROVIDED that beneficial
ownership of 10% or more of the voting securities of a Person shall be
deemed to be control.
BOARD: The Board of Directors of the Issuer.
COMMON STOCK: The Common Stock, par value $0.01 per share, of
the Issuer.
DEMAND NOTICE: See Section 3(a) hereof.
DEMAND REGISTRATION: A registration pursuant to Section 3(a)
hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended
from time to time.
HOLDER: Any party hereto (other than the Issuer) and any holder
of Registrable Securities who agrees in writing to be bound by the
provisions of this Agreement.
INVESTORS: Rentrak and any of its direct or indirect
Subsidiaries that hold Registrable Securities, collectively.
IPO: The Issuer's initial public offering of Common Stock
pursuant to an effective registration statement or any Spin-Off.
NASD: National Association of Securities Dealers, Inc.
PERSON: 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: See Section 4(a) hereof.
PIGGYBACK REGISTRATION: A registration pursuant to Section 4
hereof.
PROSPECTUS: 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.
REGISTRABLE SECURITIES: All shares of Common Stock (a) held on
the date hereof by the Investors and the Stockholders as set forth in
Attachment A, (b) any shares of Common Stock issuable to Investors or
the Stockholders pursuant to warrants which may be granted after the
date hereof the Investors and the Stockholders pursuant to Section 4.4
of the Asset Purchase Agreement and (c) any securities of the Issuer
that may be issued or distributed with respect to, or in exchange or
substitution for, or conversion of, such Common Stock described in (a)
or (b) above 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 (i) 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, (ii) such Registrable Securities are
distributed pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act or (iii) such Registrable Securities
shall have been otherwise transferred and new certificates for them
not bearing a legend restricting further transfer under the Securities
Act shall have been delivered by the Issuer; 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: A Demand Registration or a Piggyback Registration.
REGISTRATION EXPENSES: See Section 7 hereof.
REGISTRATION STATEMENT: Any registration statement of the Issuer
that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in
such Registration Statement.
SEC: The Securities and Exchange Commission.
SECURITIES ACT: The Securities Act of 1933, as amended from time
to time.
SPIN-OFF: A spin-off by Rentrak to its stockholders of all or
substantially all of Rentrak's ownership interest in Issuer.
STOCKHOLDERS: All former stockholders of E-One (other than an
Investor) who received shares of Common Stock pursuant to the
dissolution and liquidation of E-One.
SUBSIDIARY: "Subsidiary" means, with respect to any Person,
(i) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Voting Stock
thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person
(or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners
of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).
UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A sale of
securities of the Issuer to an underwriter for reoffering 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 of record
Registrable Securities or has the right to acquire such Registrable
Securities, whether or not such acquisition has actually been affected
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
6 months after an IPO, any Investor may make a written request to the
Issuer for registration under and in accordance with the provisions of
the Securities Act of all or part of the Registrable Securities held
by the Investors. Promptly upon receipt of any such request (but in
no event more than five business days thereafter), the Issuer shall
serve written notice (the "Demand Notice") of such registration
request to all Holders, and the Issuer shall include in such
registration all Registrable Securities of any Holder with respect to
which the Issuer has received written requests for inclusion therein
within 10 days after the Demand Notice has been given to the
applicable Holders. All requests made pursuant to this Section 3 will
specify the aggregate amount of Registrable Securities to be
registered and shall also specify the intended methods of disposition
thereof.
(b) ISSUER'S RIGHT TO DEFER REGISTRATION. If the Issuer is
requested to effect a Demand Registration and the Issuer furnishes to
the Investors a copy of a resolution of the Board certified by the
secretary of the Issuer stating that in the good faith judgment of the
Board it would be adverse to the Issuer and its securityholders for
such registration statement to be filed on or before the date such
filing would otherwise be required hereunder, the Issuer shall have
the right to defer such filing for a period of not more than 90 days
after receipt of the request for such registration from the Investors.
If the Issuer shall so postpone the filing of a registration statement
and if the Investors within 30 days after receipt of the notice of
postponement advise the Issuer in writing that the Investors have
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 Holders included in such Demand Registration are required to pay
their PRO RATA portion of the Registration Expenses pursuant to
Section (3)(d) hereof.
(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 Issuer and as shall be reasonably
acceptable to the Investors and (ii) as shall permit the disposition
of such Registrable Securities in accordance with the intended method
or methods of disposition specified in the Investors' request for such
registration. If, in connection with any registration under this
Section 3 that is proposed by the Issuer to be on Form S-3 or any
successor form to such Form, the managing underwriter, if any, shall
advise the Issuer in uniting 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. The Issuer will pay all Registration Expenses in
connection with the first two (2) Demand Registrations of Registrable
Securities pursuant to this Section 3 upon the written request of the
Investors. All expenses for any subsequent Demand Registrations of
Registrable Securities pursuant to this Section 3 shall be paid PRO
RATA by the Issuer and all other Persons (including the Holders)
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.
(e) EFFECTIVE REGISTRATION STATEMENT. The Issuer 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 Issuer 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
Issuer (other than a failure of the Issuer or any of its
representatives to execute or deliver any closing certificate by
reason of facts or circumstances not within the control of the Issuer
or such representatives) or (ii) at any time after the Investors
request 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 request of the Holders of a majority of Registrable
Securities sought to be registered in such Registration Statement
unless such Holders have elected to pay and have paid to the Issuer in
full the Registration Expenses in connection with such Registration
Statement.
(f) PRIORITY ON DEMAND REGISTRATIONS. If the managing
underwriter or agent of a Demand Registration (or, in the case of a
Demand Registration not being underwritten, any of the Investors),
advises the Issuer in writing that in its opinion the number of
securities requested to be included in such Demand Registration
exceeds the number that can be sold in the offering covered by such
Demand Registration without a significant adverse effect on the price,
timing or distribution of the securities offered, the Issuer shall
include in such registration only the number of securities that, in
the opinion of such underwriter or agent (or any of the Investors, as
the case may be), can be sold without a significant adverse effect on
the price, timing or distribution of the securities offered, selected
PRO RATA among the Holders that have requested to be included in such
Demand Registration based upon the relative aggregate amount of gross
proceeds to be received by such Holders in such offering to the extent
necessary to reduce the total amount of securities to be included in
such offering to the amount recommended by such underwriters or agent
(or any of the Investors, as the case may be); PROVIDED, HOWEVER, that
if any such other Person or Persons shall have been granted rights of
registration upon demand substantially similar to those contained
herein, as permitted in paragraph (h) below, then the inclusion of
Registrable Securities in such registration shall be subject to
reduction in the manner provided in the instrument granting such
rights (which shall in no event be more disadvantageous to the Holders
of Registrable Securities than that provided in Section 3 is to other
Holders participating in a registration pursuant to this Section 3(f).
The Issuer and other holders of securities of the Issuer may
include such securities in such Registration if, but only if, such
underwriter or agent (or any of the Investors, as the case may be)
concludes that such inclusion will not interfere with the successful
marketing of all the Registrable Securities requested to be included
in such registration.
(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 underwriter
or underwriters shall have nationally recognized standing and be
reasonably satisfactory to the Issuer.
(h) SUBSEQUENT REGISTRATION RIGHTS. Issuer may grant subsequent
investors in Issuer rights of registration upon demand (such as those
provided in Section 3(a) hereof) and piggyback registration rights
(such as those provided in Section 4 hereof); PROVIDED, HOWEVER, that
(i) such rights are limited to shares of Common Stock (including in
the case of any Underwritten Offering, shares issuable upon the
conversion of convertible securities or upon the exercise of warrants
if such conversion or exercise is effected by the sellers or the
underwriters prior to the sale to the public in such offering),
(ii) such rights are not inconsistent with the provisions hereof, and
(iii) the instrument granting such rights specifically confirms the
rights of the Holders of Registrable Securities hereunder.
4. PIGGYBACK REGISTRATIONS
(a) PARTICIPATION. Subject to Sections 4(b) and 10 hereof, if at
any time after the date hereof the Issuer files a registration
statement under the Securities Act with respect to an offering of any
equity securities by Issuer for its own account or for the account of
any of its equity holders (other than (i) a registration on Form S-4
or S-8 or any successor form to such Forms, (ii) any registration
relating to a Spin-Off or (iii) any registration of securities as it
relates to an offering and sale to management of the Issuer pursuant
to any employee stock plan or other employee benefit plan arrangement)
with respect to an offerings that includes any shares of Common Stock,
then the Issuer shall give prompt notice (the "Piggyback Notice") to
the Holders of Registrable Securities and each Holder of Registrable
Securities shall be entitled to include in such registration statement
the Registrable Securities held by it. The Piggyback Notice shall
offer the Holders of Registrable Securities 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.
The Issuer shall include in such registration statement such shares of
Registrable Securities for which it has received written requests to
register such shares within 7 days after the Piggyback Notice has been
given.
(b) UNDERWRITER'S CUTBACK. Notwithstanding the foregoing, if a
registration pursuant to this Section 4 hereof involves an
Underwritten Offering and the managing underwriter or underwriters of
such proposed Underwritten Offering delivers an opinion to the Holders
that the total or kind of securities that such Holders and any other
person or entity intends to include in such offering would be
reasonably likely to adversely affect the price, timing or
distribution of the securities offered in such offering then the
Issuer shall include in such Registration (i) 100% of the securities
that the Person (which may be the Issuer) initiating such Registration
proposes to sell, and (ii) second, to the extent of the amount of
securities that all other 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 other Holders
based upon the relative aggregate amount of gross proceeds to be
received by any other Holders in the offering.
(c) EXPENSES. The Issuer will pay all Registration Expenses in
connection with each registration of Registrable Securities requested
pursuant to this Section 4.
(d) ISSUER CONTROL. The Issuer may decline to file a
registration statement after giving the Piggyback Notice, or withdraw
a registration statement after filing and after such Piggyback Notice,
but prior to the effectiveness of the Registration Statement, provided
that the Issuer shall promptly notify each Holder in writing of any
such action and provided further that the Issuer 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 Issuer of its obligation to
effect any registration upon request under Section 3 hereof.
5. HOLD-BACK AGREEMENTS
(a) RESTRICTIONS ON PUBLIC SALE BY HOLDER OF REGISTRABLE
SECURITIES. Each Holder whose Registrable Securities are covered by a
Registration Statement filed pursuant to Sections 3 and 4 hereof
agrees, if requested by the managing underwriter or underwriters in an
Underwritten Offering, not to effect any public sale or distribution
of securities of the Issuer the same as or similar to those being
registered, or any securities convertible into or exchangeable or
exercisable for such securities, in such Registration Statement,
including a sale pursuant to Rule 144 under the Securities Act (except
as part of such Underwritten Registration), during the 7-day period
prior to, and during the 90-day period (or such longer period of up to
180 days as may be required by such underwriter) beginning on, the
effective date of any Registration Statement in which such Holders are
participating (except as part of such Registration) or the
commencement of the public distribution of securities, to the extent
timely notified in writing by the Issuer or the managing underwriters.
(b) NO INCONSISTENT AGREEMENTS. The Issuer will not hereafter
enter into, and is not presently a party to, any agreement with
respect to its securities which is inconsistent with the rights
granted to the holders of Registrable Securities by this Agreement or
otherwise conflicts with the provisions hereof.
6. REGISTRATION PROCEDURES
In connection with the Issuer's Registration obligations pursuant to
Sections 3 and 4 hereof, the Issuer will use its 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 Issuer 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 best
efforts to cause such Registration Statement to become effective;
PROVIDED that before filing a Registration Statement or Prospectus or
any amendments or supplements thereto, the Issuer will furnish to the
Holders of Registrable Securities covered by such Registration
Statement and their counsel and to each underwriter or agent, if any,
copies of such Registration Statement or Prospectus substantially in
the form proposed to be filed at least 5 business days, with respect
to any Demand Registration, or 2 business days, with respect to any
Piggyback Registration, prior to the filing date and copies of any
amendments or supplements substantially in the form proposed to be
filed with respect to a Demand Registration at least 2 business days
prior to the filing date, which documents will be subject to the
reasonable review of such Holders and underwriter or agent and their
respective counsel, and the Issuer will not file any Registration
Statement or Prospectus or, with respect to any Demand Registration,
any amendment or supplement thereto (including such documents
incorporated by reference) to which the majority of the Holders
covered by such Registration Statement shall reasonably object; and
PROVIDED, FURTHER, that the Issuer 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 after notice thereof is received by the Issuer (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 proceeding for such purposes, (iv) if at any time
the representations and warranties of the Issuer contemplated by
paragraph (m) below cease to be true and correct and (v) of the
receipt by the Issuer 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 during the effectiveness of the
Registration Statement when the Issuer 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 thee 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 that shall 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 number
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, one executed copy and 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 (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
Issuer 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 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 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 Issuer will not be required to qualify
generally to do business in any jurisdiction where it in not then so
qualified or to take any action that 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 bearing 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
business days prior to any sale of Registrable Securities to the
underwriters;
(k) use its 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 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 Registerable Securities that 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 Issuer, upon consummation of the sale of
such Registrable Securities to the underwriters (the "Closing 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 Issuer and the underwriter or
agent, with copies to the Holders, a cold comfort letter from the
Issuer'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 Issuer, and cause the Issuer'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 Issuer in writing as confidential
shall be kept confidential by such Persons unless disclosure of such
records, information or documents is required by law;
(s) use its best efforts to comply with all applicable rules and
regulations of the SEC and make generally available to its security
holders, as soon as reasonably practicable (but not more than eighteen
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 that 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; and
(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.
The Issuer may require each seller of Registrable Securities as to
which any Registration is being effected to furnish to the Issuer such
information regarding the distribution of such securities and such other
information relating to such Holder and its ownership of Registrable
Securities as the Issuer may from time to time reasonably request in
writing. Each Holder agrees to furnish such information to the Issuer and
to cooperate with the Issuer as necessary to enable the Issuer to comply
with the provisions of this Agreement.
Each Holder agrees by acquisition of such Registrable Securities that,
upon receipt of any notice from the Issuer of the happening of any event of
the kind described in 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 Issuer that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the Prospectus, and, if so
directed by the Issuer, such Holder will deliver to the Issuer (at the
Issuer'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. REGISTRATION EXPENSES
All expenses incident to the Issuer'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 Depositors Trust Company and of printing prospectuses), (iv) all
fees and disbursements of counsel for the Issuer and of all independent
certified public accountants of the Issuer (including the expenses of any
"cold comfort" letters required by or incident to such performance),
(v) Securities Act liability insurance if the Issuer 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 Issuer (all such expenses being
herein called "Registration Expenses"), will be borne by the Issuer,
regardless of whether the Registration Statement becomes effective (except
as provided in Section 3(e) hereof). The Issuer 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 Issuer.
8. INDEMNIFICATION
(a) INDEMNIFICATION BY ISSUER. The Issuer agrees to indemnify
and hold harmless, to the full extent permitted by law, each Holder,
its officers, directors and employees and each Person who controls
such Holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses caused by any untrue
or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus 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 Issuer by such Holder
expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall
not be liable in any such case to the extent that any such loss,
claim, damage, liability or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in any such preliminary Prospectus if (i) such Holder
failed to deliver or cause to be delivered a copy of the Prospectus to
the Person asserting such loss, claim, damage, liability or expense
after the Issuer had furnished such Holder with a sufficient number of
copies of the same and (ii) the Prospectus completely corrected in a
timely manner such untrue statement or omission; and PROVIDED,
FURTHER, that the Issuer shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the Prospectus, if such
untrue statement or alleged untrue statement, omission or alleged
omission is completely corrected in an amendment or supplement to the
Prospectus and the Holder thereafter fails to deliver such Prospectus
as so amended or supplemented prior to or concurrently with the sale
of the Registrable Securities to the Person asserting such loss,
claim, damage, liability or expense after the Issuer had furnished
such Holder with a sufficient number of copies of the same in a timely
manner. The Issuer 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.
(b) INDEMNIFICATION BY SELLING HOLDER OF UNDERLYING SECURITIES.
In connection with each Registration, each Selling Holder shall
furnish to the Issuer in writing such information and affidavits as
the Issuer reasonably requests for use in connection with any
Registration Statement or Prospectus and agrees to indemnify and hold
harmless, to the full extent permitted by law, the Issuer, its
directors and officers and each Person who controls the Issuer (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 information or affidavit so furnished in writing
by such selling Holder to the Issuer 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. In no event shall the liability of any
selling Holder hereunder or under any underwriting agreement be
greater in amount than the dollar amount of the proceeds received by
such Holder upon the sale of the Registrable Securities giving rise to
such indemnification obligation. The Issuer 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), 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 that 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
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 indemnified party in writing
that the indemnifying party desires to accept such offer, but the
indemnified party refuses to accept such offer within 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 shall 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,
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 (8) (with appropriate modifications) shall
be given by the Issuer 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) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless as contemplated
by the preceding clauses (a) and (b), then the indemnifying party
shall 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 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.
9. RULE 144
From and after an IPO, the Issuer covenants that it will 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,
and it will take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within
the limitation of the exemption provided by (a) Rule 144 under the
Securities Act, as such Rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Upon the request
of any Holder, the Issuer will deliver to such Holder a written statement
as to whether it has complied with such information and requirements.
Notwithstanding anything contained in this Section 9, the Issuer 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.
10. ADDITIONAL PARTIES
The Issuer may enter into various stockholder's and stock option
agreements on or subsequent to the date hereof with certain key employees
of the Issuer or one of its subsidiaries (the "Management Investors")
pursuant to which the Management Investors will agree to purchase and/or
will receive options to purchase shares of Common Stock. Such agreements
may provide that (i) in the event the Issuer registers shares of Common
Stock held by the Investors, the Management Investors have the right,
subject to certain conditions, to require the Issuer to register under the
Securities Act shares of Common Stock held by them, and (ii) the Management
Investors will agree to be bound by all of the terms, conditions and
obligations of this Agreement. Each of the parties hereto acknowledges the
registration rights of the Management Investors and agrees that the
Issuer's obligations under this Agreement, including, in particular, its
obligations under Section 4(b) hereof, coincide with its obligations to the
Management Investors, with respect to registration rights. The parties
hereto agree that (i) each Management Investor is a third-party beneficiary
of Sections 3(d), 4(c) and 7 hereof to the extent such Management Investor
has the right to require the Issuer to register under the Securities Act
shares of Common Stock held by him upon receiving notice of a Registration
requested by the Investors pursuant to Sections 3 or 4 hereof, and
(ii) such Management Investors shall have no rights to request Registration
under Section 3 hereof.
11. 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 11 shall be construed to create any
additional rights regarding the Registration of Registrable Securities in
any Person otherwise than as set forth herein.
12. LOCK UP AGREEMENT
Each of the Investors hereby irrevocably agrees that, for a period of
6 months after the date of an IPO, and each Stockholder hereby irrevocably
agrees that, for a period of 6 months after the date of an IPO, such Person
will not offer, sell, contract to sell, grant any option to purchase, or
otherwise dispose of any Registrable Securities, or in any other manner
transfer all or a portion of the economic consequences associated with the
ownership of any such Registrable Securities, without the prior written
consent of the managing underwriter for such offering, except for
(i) transfers of shares of Registrable Securities to another Investor or
other Holder or to any affiliate of such Investor or Holder existing on the
Closing Date or to members of his family or entities controlled by such
family members who agree to be bound by the foregoing restrictions or
(ii) pledges of Registrable Securities by such Investor or Holder, provided
the pledgee of such shares agrees in writing to be bound by the foregoing
restrictions.
Each Investor and Stockholder agrees that this Section 12 shall be
binding upon the successors, assigns, heirs and legal representatives of
such Investor or Stockholder.
In furtherance of the foregoing, the Issuer and its transfer agent are
hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Section 12.
13. MISCELLANEOUS
(a) REMEDIES. Remedies for breach by the Issuer 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, shall be entitled to specific performance of its rights under
this Agreement. The Issuer 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 Issuer has obtained
the written consent of the Holders of a majority of the outstanding
Registrable Securities; PROVIDED, HOWEVER, that the Issuer and the
Investors may amend, modify or supplement the provisions of this
Agreement and may waive or consent to departures from the provisions
hereof, without the consent of the Holders of a majority of the
outstanding Registrable Securities so long as such amendment,
modification, supplement, waiver or consent does not materially
adversely affect the rights of Holders of Registrable Securities
hereunder, or so long as such amendment, modification, supplement,
waiver or consent affects the rights of the Investors and other
Holders of Registrable Securities hereunder equally.
(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:
(i) if to a Holder, to the most current address given by
such Holder to the Issuer in accordance with the provisions of
this Section 13(c), which address initially is, with respect to
Rentrak, 0000 Xxxxxxxxx 00xx Xxx., Xxxxxxxx, Xxxxxx 00000,
Attention: F. Xxx Xxx; and if to the Stockholders, to the
addresses set forth in Attachment A hereto; and
(ii) if to the Issuer, to 0000 Xxxxxxxxx 00xx Xxx.,
Xxxxxxxx, Xxxxxx 00000, Attention: President.
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered;
4 business days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt acknowledged by
addressee, if by facsimile transmission; and on the next business day
if timely delivered to an air courier guaranteeing overnight delivery.
(d) SUCCESSORS AND ASSIGNS. 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 who agree in writing to
be bound by the provisions of this Agreement.
(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.
(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 Delaware,
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 is intended by the parties
as a final expression of their agreement and intended to be 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 with respect to the
registration rights granted by the Issuer with respect to the
securities issued pursuant to the Asset Purchase Agreement. This
Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matters.
(j) ADDITIONAL RIGHTS. If the Issuer at any time grants to any
other holder of Common Stock any rights to request the Issuer to
effect the Registration of any shares of Common Stock, or any
"piggyback" registration rights with respect to shares of Common
Stock, on terms that are more favorable to such holders than the terms
set forth herein, then the terms of this Agreement shall be deemed
amended or supplemented to the extent necessary to provide the Holders
such more favorable rights and benefits.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
THE ISSUER: BLOWOUT ENTERTAINMENT, INC.
By:
Its:
INVESTORS: RENTRAK CORPORATION
By:
Its:
STREAMLINED SOLUTIONS, INC.
By:
Its:
MORTCO, INC.
By:
Its:
/s/ Xxxxx X. Xxxxxx
XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxxxx
XXXXXX X. XXXXXXXXX
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX
/s/ Xxxx Xxxxx
XXXX XXXXX
TELEMIND CORPORATION
By:
Its:
/s/ Xxxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX
/s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX
/s/ Xxxxxx Wear
XXXXXX WEAR
X'XXXXXX, INC.
By:
Its:
/s/ Xxxx X. Xxxxxxx
XXXX X. XXXXXXX
X. X. XXXXXXX INVESTMENTS
By:
Its:
/s/ Xxxxx Xxxxxxxx
XXXXX XXXXXXXX
/s/ Xxxx X. Xxxxxxx
XXXX X. XXXXXXX
/s/ Xxxxx Xxxxxxxxx
XXXXX XXXXXXXXX, AS TRUSTEE OF THE
XXXXX XXXXXXXXX PROFIT SHARING PLAN
DELAWARE CHARTER GUARANTEE TRUSTEE
FBO XXXXXXXX XXXXX XXX
/s/ Xxx Xxxxxxxx
XXX XXXXXXXX
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX
/s/ Xxx Xxxxxx
XXX XXXXXX
/s/ Xxx Xxxxxxxxx
XXX XXXXXXXXX
/s/ Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX
/s/ Xxx Xxxxxxx-Xxxxxx
XXX XXXXXXX-XXXXXX
/s/ Xxxxxxx X. Solder
XXXXXXX X. SOLDER
/s/ Xxx Xxxxxxx
XXX XXXXXXX
