EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
the st day of February, 2000 among XXXXXXXX PETROLEUM CORPORATION, a
Delaware corporation (the "Company"), and the PERSONS LISTED UNDER THE CAPTION
"HOLDERS" on the signature pages hereof (the "Holders").
R E C I T A L S
WHEREAS, the Company has offered, and the Holders have agreed to purchase
shares of Common Stock of the Company;
WHEREAS, the Holders have also previously purchased from the Company
securities convertible into or exercisable for shares of Common Stock and, in
connection with such purchase, were granted certain rights with respect to
registration of such shares;
WHEREAS, in order to induce the Holders to purchase the Common Stock, and
in lieu of the rights granted to the Holders in connection with their previous
purchase of securities from the Company, the Company has agreed to enter in to
this Registration Rights Agreement and to grant the Rights (as hereinafter
defined) to such Holders contained herein; and
WHEREAS, in connection with the grant of the Rights hereunder, the rights
granted to the Holders in connection with their previous purchase of securities
from the Company shall be terminated;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
SECTION 1. CERTAIN DEFINITIONS AND TERMS.
Capitalized terms used herein and which are defined in the September
Subscription Agreement shall, when used herein, have the meanings ascribed to
them in the September Subscription Agreement. Further, for purposes hereof, the
following terms have the meanings indicated:
"Common Stock" means the common stock, par value $.20 per share, of the
Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"Holders" means any person holding Registrable Shares.
"Person" means any individual, firm, corporation, trust, association,
partnership, joint venture or other entity.
"Registrable Shares" means all shares of Common Stock owned by a Holder
that were issued pursuant to the Subscription Agreement, Common Stock issued or
issuable upon exercise or conversion of the Unit Securities, or Common Stock
issued or issuable with respect to such shares upon any stock split, stock
dividends, recapitalization or similar event with respect to such shares.
"Register", "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act and the declaration or ordering of effectiveness of such
registration statement.
"Registration Notice" means a written notice by the Company to the Holders
of its intention to file a registration statement with the SEC.
"Rights" means rights, remedies, powers, benefits, and privileges.
"Rule 144" means Rule 144 promulgated under the Securities Act.
"SEC" means the Securities and Exchange Commission or any successor
thereof.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"September Subscription Agreement" means the Subscription Agreement dated
September 21, 1999 among the Company, certain of its subsidiaries and the
Holders pursuant to which the Holders purchased the Unit Securities.
"Subscription Agreement" means the Subscription Agreement pursuant to which
the Holders purchased shares of Common Stock in an offering consummated in
February 2000.
"Unit Securities" means the (i) Pari Passu Notes, (ii) Subordinated Notes,
(iii) Lafitte Notes, (iv) Preferred Units, (v) Debt Warrant, and (vi) Preferred
Warrant, each as described in the September Subscription Agreement, purchased by
the Holders pursuant to the September Subscription Agreement.
SECTION 2. REGISTRATION RIGHTS.
(a) (i) Holders of an aggregate of at least $500,000 of the Registrable
Shares that are outstanding and not freely tradeable under Rule 144 and (ii)
Holders of at least 50% in value of the Registrable Shares owned by Holders who
cannot otherwise sell their Registrable Shares under Rule 144, shall each have
the right to request, in writing specifying that such request is made pursuant
to this Section 2(a), that the Company file a shelf registration statement under
the Securities Act. Upon receipt of such request, (i) in the case of a request
made pursuant to Section 2(a)(i), the Company shall file a registration
statement covering such Registrable Shares within 20 days of such request and
(ii) in the
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case of a request made pursuant to Section 2(a)(ii), the Company shall file a
registration statement covering such Registrable Securities within 60 days of
such request.
Notwithstanding the foregoing, the Company shall not be obligated to effect
a registration pursuant to this Section 2(a) during any period starting with a
date sixty (60) days prior to the Company's estimated date of filing of, and
ending on a date six (6) months following the effective date of, a registration
statement pertaining to an underwritten public offering of securities for the
account of the Company, provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective and that the Company's estimate of the date of filing of such
registration statement is made in good faith.
In addition, the Company may defer the filing of a registration statement
requested to be filed pursuant to either Section 2(a)(i) or (ii) until a date
not later than sixty (60) days after the time set forth above if the Company or
its subsidiaries are engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
filed).
In the case of a registration statement to be filed pursuant to Section
2(a)(ii), if the Company determines in its good faith judgment that the filing
of any supplement or amendment to such registration statement in order to keep
the registration statement effective would require the disclosure of material
information that the Company has a bona fide business purpose for preserving as
confidential, then upon written notice of such determination by the Company to
the Undersigned, the obligation of the Company to supplement or amend the
registration statement will be suspended until the Company notifies the
Undersigned in writing that the reasons for suspension of such obligations no
longer exist and the Company amends or supplements the registration statement as
may be required. The maximum number of consecutive days during which the
Company may delay the filing of any such supplement or amendment shall not
exceed sixty (60) days.
Holders agree that they will refrain from requesting registration under
this Section 2(a) if all of the Directors of the Company reasonably believe in
the exercise of their good faith judgment that registration at such time would
be seriously detrimental to the Company, such judgment to be evidenced by a
statement signed by all of such Directors. Deferral of a Holder's registration
rights as a result of the exercise of this provision by the Directors shall in
no event defer registration for a period in excess of ninety (90) days.
SECTION 3. OBLIGATIONS OF THE COMPANY.
Whenever required under Section 2 to effect the registration of any
Registrable Shares, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to
the Registrable Shares requested to be registered pursuant to Section 2(a)(i),
and use its best efforts to cause such registration statement to become and
remain effective for sixty (60) trading days after the effective date; provided,
however, that the Company shall have no obligation to maintain the effectiveness
of any registration statement filed hereunder or to
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cause the information therein to remain current for more than 60 days following
such registration statement's effective date.
(b) Prepare and file with the SEC a registration statement with respect to
the Registrable Shares requested to be registered pursuant to Section 2(a)(ii),
and use its best efforts to cause such registration statement to become and
remain effective until all such Registrable Shares are sold or are freely
tradeable under Rule 144.
(c) Furnish to the Holders registering securities in such registration such
numbers of copies of a prospectus in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Shares owned by the Holders.
(d) Use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or "Blue Sky" laws of
such jurisdictions as shall be reasonably appropriate for the distribution of
the securities covered by the registration statement; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such jurisdictions.
(e) Immediately notify each Holder selling Registrable Shares and each
underwriter, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
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 as
promptly as practicable amend or supplement the prospectus or take other
appropriate action so that the prospectus does 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.
SECTION 4. EXPENSES OF REGISTRATION.
All expenses incurred in connection with a registration pursuant to Section
2 (excluding underwriters' discounts and commissions applicable to Registrable
Shares, if any), including without limitation all registration and qualification
fees, printing and accounting fees, and fees and disbursements of counsel for
the Company and the Holder, shall be borne by the Company.
Each selling Holder shall pay its own costs for experts or professionals
(other than counsel) employed by it or on its behalf in connection with the
registration of Registrable Shares. No Holder shall have the right to cause the
Company to employ any expert or professional to act on behalf of the Company.
SECTION 5. INDEMNIFICATION.
(a) In the event of registration of any of the Registrable Shares under
the Securities Act, the Company will indemnify and hold harmless the seller of
such Registrable Shares,
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each underwriter of such Registrable Shares, and each other person, if any, who
controls such seller or underwriter within the meaning of the Securities Act or
the Exchange Act, or otherwise against any losses, claims, damages or
liabilities, joint or several, to which such seller, underwriter or controlling
person may become subject under the Securities Act, the Exchange Act or
otherwise, 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 Registrable Shares were registered under the Securities Act,
any preliminary prospectus or final prospectus contained in the registration
statement, or any amendment or supplement to such registration statement, or
arise out of or are based upon the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Company will reimburse such seller, underwriter,
and each such controlling person for any legal or any other expenses reasonably
incurred by such seller, underwriter, or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will 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 any untrue statement or omission made in such registration statement,
preliminary prospectus or prospectus, or any such amendment or supplement, in
reliance upon and in conformity with written infor mation furnished to the
Company through an instrument duly executed by or on behalf of such seller or
underwriter specifically for use in preparation thereof.
(b) In the event of any registration of any of the Registrable Shares
under the Securities Act, each seller of the Registrable Shares, severally and
not jointly, will indemnify and hold harmless the Company, each of its directors
and officers and each underwriter (if any) and each person, if any, who controls
the Company or any such under writer within the meaning of the Securities Act
or the Exchange Act, against losses, claims, damages or liabilities, joint or
several, to which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act, Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of a
material fact contained in any registration statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the registration statement, or any
amendment or supplement to the registration statement, or arise out of or are
based upon any omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of such seller, specifically for use
in connection with the preparation of such registration statement, prospectus,
amendment or supplement.
(c) Each party entitled to indemnification under this Section 6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld),
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and the Indemnified Party may participate in such defense at such party's
expense; and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 6. After notice from the Indemnifying Party to
the Indemnified Party of its election to assume the defense of such claim or
litigation, the Indemnifying Party will not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by such Indemnified Party
in connection with the defense thereof other than reasonable costs of
investigation, unless the Indemnifying Party abandons the defense of such claim
or litigation. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.
SECTION 6. RESTRICTIONS ON TRANSFER.
(a) Each Holder agrees that he will not sell, dispose of or otherwise
transfer any of the Registrable Shares except (i) upon registration of such
shares under the Securities Act, (ii) pursuant to Rule 144 or such comparable
rules as shall from time to time be in effect, or (iii) in a transaction exempt
from the registration requirements of the Securities Act. Each Holder agrees
that the Company may issue stop transfer instructions with respect to the
restrictions contained herein on the Registrable Shares.
(b) Each certificate representing the Registrable Shares shall bear a
legend substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE
WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER SUCH
SECURITIES EXCEPT UPON RECEIPT OF A FAVORABLE OPINION OF COUNSEL AND/OR
EVIDENCE SATISFACTORY TO THE COMPANY THAT THE REGISTRATION PROVISIONS OF
SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED
AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES
LAWS."
SECTION 7. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934.
With a view to making available to the Holders the benefits of Rule 144 and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of a company to the public without registration, at any time and
from time to time, the Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms are
understood and defined in Rule 144 as is necessary to enable the Holders to make
sales of their stock pursuant to Rule 144;
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(b) File with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(c) Furnish to the Holders, so long as the Holders own any Registrable
Shares, forthwith upon request, a written statement by the Company that it has
complied with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as may be
reasonably requested in availing Holders of any rule or regulation of the SEC
permitting the selling of any such securities without registration.
SECTION 8. MISCELLANEOUS.
(a) Relationships and Rights of the Holders. The Holders agree that,
notwithstanding that certain Rights of each Holder herein may be affected by
similar Rights of other Holders the Holders shall, in respect of the ownership
of the Registrable Shares, not be related as, or deemed to be, a partnership,
joint venture, or other "group" for the purpose of acquiring, holding, voting,
or disposing of capital stock of the Company.
(b) Adjustments for Consolidation, Merger, Sale of Assets, Reorganization,
Etc. In case the Company, (a) shall consolidate with or merge into any other
Person and shall not be the continuing or surviving entity of such consolidation
or merger, or (b) shall permit any other Person to consolidate with or merge
into the Company and the Company shall be the continuing or surviving Person
but, in connection with such consolidation or merger, the Common Stock shall be
changed into or exchanged for stock or other securities or property of any other
Person, or (c) shall transfer all or substantially all of its properties and
assets to any other Person, or (d) shall effect a capital reorganization or
reclassification of the Company, then, and in each such case, proper provision
shall be made so that the Holders, at any time after the consummation of such
consolidation, merger, transfer, reorganization or reclassification, shall be
entitled to registration rights with respect to the stock and other securities
received in such consolidation, merger, transfer, reorganization or
reclassification to which such Holders would have been entitled upon such
consummation if such Holders had so exercised their Rights immediately prior
thereto.
(c) Headings. The headings, captions, and arrangements used herein are,
unless specified otherwise, for convenience only and shall not be deemed to
limit, amplify, or modify the terms hereof, nor affect the meaning thereof.
(d) Notices. Unless otherwise specifically provided, all notices,
consents, requests or other documents required or expressly provided to be
furnished hereunder shall be in writing and delivered by hand, or sent by
facsimile transmission, prepaid air courier or prepaid U.S. registered mail,
return receipt requested, if to the Holders, to the address as set forth below
on the signature pages to the Agreement, and, if to the Company, as follows:
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The Company: Xxxxxxxx Petroleum Corporation
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
Fax: (000) 000-0000
with a copy to: Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxxx
Fax: (000) 000-0000
provided that any notice furnished by facsimile shall be followed immediately
with notice by delivery using one of the other means of notice provide for
above. The addresses and facsimile numbers for notices to a party given
pursuant to this Agreement may be changed by means of a written notice given to
the other party in the manner stated above at least two business days prior to
the effective date of such change. Any notice delivered by any of the means
provided for above shall be considered effective upon receipt by or on behalf of
the intended recipient; provided, however, that any notice sent by prepaid U.S.
registered mail, return receipt requested, to the address provided for above
shall be considered effective on the fifth day after mailing, if not previously
received.
(d) Governing Law. THIS AGREEMENT IS BEING EXECUTED AND DELIVERED BY A
NUMBER OF THE PARTIES HERETO, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF
TEXAS, AND THE INTERNAL LAWS OF SUCH STATE AND OF THE UNITED STATES OF AMERICA
SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES HERETO AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.
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(e) Invalid Provisions. If any provision hereof is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part hereof; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision by its severance here from. Furthermore, in
lieu of such illegal, invalid, or unenforceable provision, the parties hereto
agree to add as a part hereof a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid, and
enforceable which preserves the same economic benefits to the parties hereto.
IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed
and delivered to be effective as of the date first above written.
XXXXXXXX PETROLEUM CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
President
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THE HOLDERS
-----------------------------------------
Xxxxxx X. Xxxxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
-----------------------------------------
Delaware Charter Guaranty & Trust Co.
(Custodian for Xxxxxx X. Xxxxxxxx Money
Purchase Pension Plan)
x/x Xxxxxxxxx & Xxxxx LLC
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
L. S. & Co.
000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
-----------------------------------------
Xxxxxxx X. XxXxxxxx
00000 Xxxxx Xxxxx
Xxxx, XX 00000
-----------------------------------------
Xxxxxx X. Case
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
Xxxxxx Xxxxxxx Case, III
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
Xxxxxxxxx & Xxxxx Guaranty Finance, LLC
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
Alps Investments, LLC
X.X. Xxx 0000
XxXxxx, XX 00000
-----------------------------------------
Xxxxxx X. Xxxx
00 Xx. Xxxxxx Xxx
Xxxxxxx, XX 00000
-----------------------------------------
Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx,
Trustees
Xxxxxxx Family Living Trust UAD 1/1/87
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
-----------------------------------------
Xxxxxx Partners
c/o Xxxxxxxx Xxxxxx, General Partner
0000 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
-----------------------------------------
Xxxxxxxx X. Xxxxx - Xxxx XXX
00 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
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THE HOLDERS
-----------------------------------------
Xxxx Xxxxxxx and Xxxxxx Hordes,
Trustees
Xxxx Xxxxxxx Retained Annuity Trust
UAD 8/31/94
00 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
-----------------------------------------
Xxxx X. Ain
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
-----------------------------------------
Xxxx Xxxxxx and Xxxxxx Xxxxxx
Tenants in Common
000 Xxxxxx Xxxx
Xxxxxx, XX 00000
-----------------------------------------
Xxxxx X. Xxxxxx and June X. Xxxxxx,
Trustees, FBO
Xxxxx X. Xxxxxx and June X. Xxxxxx Trust
UAD 7/20/77
000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxx, XX 00000
-----------------------------------------
Xxxxxxx X. Xxxxxxx and Xxxxx Valierote,
Trustees
Goldman-Valierote Family Trust
UAC 11/15/95
000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
-----------------------------------------
Xxxxxx X. Gold
0000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
-----------------------------------------
EIC/GDP Investors, LLC
Entrepreneurial Corp.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
-----------------------------------------
Xxxxx and Xxxxxxxxx Xxxxxxxxx Living Trust
UTD 11/14/96
x/x Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx
1998 Trust
UAD 6/5/98
x/x Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
Xxxx X. Xxxxxxxxx Trustee
The Xxxx X. Xxxxxxxxx Living Trust
UAD 10/7/96
0000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
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THE HOLDERS
-----------------------------------------
Xxxxx Xxxxx, Trustee
Xxxxx Xxxxx Charitable Remainder
Trust UAD 8/28/92
Info USA
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Xxxxx Xxxxx, General Partner
Gupta & Sons LP
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Everest Venture Partners, LLP
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Xxx X. Xxxxxxxxxx, Trustee, Xxxxx Xxxxx
Irrevocable Trust FBO Xxxxxxxx X. Xxxxx
UAD 6/15/90
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Xxx X. Xxxxxxxxxx, Trustee, Xxxxx Xxxxx
Irrevocable Trust FBO Xxxxxxxxx X. Xxxxx
UAD 6/15/90
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Xxx X. Xxxxxxxxxx, Trustee, Xxxxx Xxxxx
Irrevocable Trust FBO Xxxx X. Xxxxx
UAD 6/15/90
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Xxxxx Xxxxx, Trustee
Xxxxx Xxxxx Revocable Trust
UAD 8/28/92
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
-----------------------------------------
Xxxxxxx X. Xxxxxx
Bay Street at the Water Front
Xxx Xxxxxx, XX 00000
-----------------------------------------
Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx
0000 XX 000xx Xxxxxx
Xxxxxxx, XX 00000
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