EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered
into in Dade County, Florida as of the 16th day of September, 1997 by and
between HEICO Corporation, a Florida corporation (the "Company"), Xxxxx Xxxxxxx
and Xxxx Xxxxxx (collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated July 25,
1997 (the "Acquisition Agreement"), to which the Company and the Stockholders
are parties, the Stockholders acquired 128,241 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"); and
WHEREAS, pursuant to the Acquisition Agreement and as a condition precedent
to the Stockholders' obligations under the Acquisition Agreement, the Company
has agreed to grant the Stockholders certain registration rights with respect to
the Common Stock received by the Stockholders pursuant to the Acquisition
Agreement, all upon the terms and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company and the Stockholders agree as follows:
1. REGISTRATION RIGHTS.
(a) INCIDENTAL (PIGGYBACK) REGISTRATION. Subject to the limitations set
forth in this Agreement, if the Company proposes to register any of its Common
Stock under the Securities Act of 1933, as amended (the "Act"), for public
offering and sale by it solely for cash (other than registrations with regard to
acquisitions, conversions of any of the Company's securities or employee stock
options, employee purchase plans or other employee benefit plans), the Company
shall use its best efforts to give notice to the Stockholders of its intention
to effect such a registration at least 10 days prior to the filing with the
Securities and Exchange Commission (the "Commission") of such registration
statement. Upon written request of any Stockholder, given within 10 days after
receipt from the Company of such notice, the Company shall, subject to the
limitations set forth in this Agreement, use its best efforts to cause the
number of such Stockholder's Registerable Securities (as hereinafter defined)
then held by such Stockholder and referred to in such request to be included in
such registration statement; provided, however, that in the event the offering
pursuant to such registration statement shall be underwritten and the managing
underwriter or managing underwriters advise the Company that in its or their
opinion the number of securities requested to be included in such registration
pursuant to this Section 1(a) and pursuant to any other rights granted by the
Company to holders of its securities to request inclusion of any such securities
in such registration exceeds the number of securities which can be sold in the
offering without adversely affecting the offering price or the marketing of the
securities to be offered for the account of the Company, the Company may so
advise the Stockholders and the Stockholders shall accept a reduction (including
a total elimination) in the number of shares included in such registration in an
amount which such underwriter or underwriters, in its or their sole discretion,
deem advisable so as not to adversely affect the offering price or marketing of
the securities to be offered for the account of the Company. Nothing in this
Section 1(a) shall limit the Company's ability to withdraw or delay a
registration statement it has filed either before or after effectiveness.
Notwithstanding anything to the contrary set forth herein, the Company shall not
be obligated to effect or take any action to effect any such registration for
the account of any Stockholder with respect to less than an aggregate of 25,000
shares of Registerable Securities or such lower amount as the managing
underwriter may agree. The registration rights
1
granted under this Section 1(a) shall pertain only to registrations with respect
to which a registration statement is initially filed with the Commission after
the Initial Date and within three years from the date hereof. Notwithstanding
anything to the contrary set forth herein, the Company shall not be obligated to
effect or take any action to effect any such registration of Registerable
Securities under a particular registration statement if the Stockholders were
previously given the opportunity to register all of the Registerable Securities
hereunder or otherwise under a separate registration statement initially filed
within the previous one-year period; provided that such opportunity shall be
counted only if (A) the separate registration statement has become effective
under the Act, and (B) the public offering has been consummated on the terms and
conditions specified therein.
(b) REQUESTED REGISTRATION.
(i) Subject to the limitations set forth in this Agreement, at any time
after the date which is 90 days after the date of Closing of the Acquisition
Agreement ("Initial Date") and prior to three years from the date hereof, the
Stockholders may together request the Company to register under the Act, all or
any portion (but not less than 25,000 shares) of the Registerable Securities for
sale on terms and conditions comparable to those normally applicable to
offerings of equity securities in similar circumstances as determined by the
Company on Form S-3 or such other form as the Company deems appropriate;
provided, however, that the request for registration must be for a continuous or
"shelf" registration statement made pursuant to Rule 415 promulgated under the
Act or any similar or successor rule ("Shelf Registration").
The Company may, in its sole discretion, and on only one occasion, terminate
any Shelf Registration by giving ten (10) days written notice to the
Stockholders. In such an event, the Company shall grant the Stockholders another
registration statement pursuant to this Section 1(b). No such request may be
made until at least sixty (60) days have passed from the date of such
termination. In any event, any registration statement pursuant to this Section
need not remain in effect after any date that is beyond three years from the
date hereof.
(ii) Following receipt of any notice under Section 1(b), the Company
shall, subject to the limitations set forth in this Agreement, use its best
efforts to register under the Act, for public sale in accordance with the method
of disposition specified in the Stockholders' notice, the Registerable
Securities specified in the Stockholders' notice; provided, however, that if the
Board of Directors of the Company determines that such registration would be
detrimental to the Company and the Board of Directors of the Company concludes,
as a result, that it is in the best interests of the Company to defer the filing
of such registration statement at such time, and the Company furnishes to the
Stockholder a certificate signed by an executive officer of the Company that the
Board of Directors of the Company has made such determination and that it is,
therefore, necessary to defer the filing of such registration statement, then
the Company shall have the right only once to defer such filing for the period
during which such registration would be detrimental, provided (except as
otherwise provided in this Section 1(b)(ii)) that the Company may not defer the
filing for a period of more than 180 days after receipt of the request of the
Stockholders ("Deferred Filing"). The Company shall be obligated to register the
Registerable Securities pursuant to this Section 1(b) on one occasion only
(except as otherwise provided in Section 1(b)(i); provided that such a
registration shall be counted only if (A) the corresponding registration
statement has become effective under the Act, and (B) the public offering has
been consummated on the terms and conditions specified therein or if not
consummated, such failure was not attributable to an action taken by the
Company. Notwithstanding anything herein to the contrary, the Company shall not
be obligated to effect, or take any action to effect, any such registration
pursuant to this Section 1(b)(i) during the period starting with the date 90
days prior to the Company's estimate of the date of filing of, and ending on a
date 270 days after the filing of, a Company initiated registration ("Delayed
Registration Statement"). The Company may not causse a Delayed Registration
Statement during the first year after the Initial Date (which year shall be
2
increased by any delay caused by a Deferred Filing) unless the Company agrees to
include in such Company initiated registration all the Registered Securities of
the Stockholders.
(iii) The Company shall be entitled to include in any registration
statement filed pursuant to this Section 1(b) (A) securities of the Company held
by any other shareholder of the Company, and (B) in an underwritten public
offering, Common Stock of the Company to be sold by the Company for its own
account.
(iv) If and whenever the Company is required by the provisions of
Section 1(b) hereof to use its best efforts to effect the registration of any of
the Registerable Securities under the Act, the Company will, subject to the
limitations set forth in this Agreement, as expeditiously as reasonably
practicable:
(A) prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for a period of
the distribution contemplated thereby (determined pursuant to Section
1(b)(iv)(G) below);
(B) 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 for the period specified in Section 1(b)(iv)(G)
below and as may be necessary to comply with the provisions of the Act
with respect to the disposition of all Registerable Securities covered
by such registration statement in accordance with the Stockholders'
intended method of disposition set forth in such registration statement
for such period;
(C) furnish to the Stockholders and to each underwriter such number
of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus and each document
incorporated by reference therein to the extent then required by the
rules and regulations of the Commission) as such persons may reasonably
request in order to facilitate the public sale or other disposition of
the Registerable Securities covered by such registration statement;
(D) use its best efforts to register or qualify the Registerable
Securities covered by such registration statement under the securities
or blue sky laws of such jurisdictions as the Stockholder or, in the
case of an underwritten public offering, the managing underwriter(s),
shall reasonably request and to take all necessary action to keep such
registration or qualification effective as required by this Section
1(b) as to a registration statement filed with the Commission; provided
that the Company shall not be required to qualify to transact business
as a foreign corporation in any jurisdiction in which it would not
otherwise be required to be so qualified or to take any action which
would subject it to general service of process in any such
jurisdictions which it is not then so subject;
(E) promptly notify in writing each Stockholder and each
underwriter 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
3
light of the circumstances then existing (in which case, the
Company shall promptly provide the Stockholders with revised or
supplemental prospectuses and if so requested by the Company in
writing, the Stockholders shall promptly take action to cease making
any offers of the Registerable Securities until receipt and
distribution of such revised or supplemental prospectuses);
(F) make available for inspection during normal business hours to a
representative of the Stockholders, any underwriter reasonably
acceptable to the Company participating in any distribution pursuant to
such registration statement, and any attorney, accountant or other
agent retained by any representative of any Stockholder or underwriter,
all pertinent financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries which may
reasonably be required in order to effectuate the distribution, and
cause the Company's officers, directors and employees to supply all
information reasonably requested by any such representative of any such
Stockholder, underwriter, attorney, accountant or agent in connection
with such registration statement; provided, however, that the
Stockholders and each such representative of any such Stockholder,
underwriter, attorney, accountant or agent must execute and deliver to
the Company a confidentiality agreement in form and substance
acceptable to the Company agreeing to keep any such information and
records concerning the Company confidential;
(G) use its best efforts to keep effective and maintain any
registration, qualification, approval or listing obtained to cover the
Registerable Securities as may be necessary for the Stockholders to
dispose of the Registerable Securities during the period of
distribution and shall from time to time amend or supplement any
prospectus used in connection therewith to the extent necessary in
order to comply with applicable law. Notwithstanding the foregoing, the
Company shall not be required to file or to keep effective and maintain
any such registration, qualification, approval or listing for such
period that would require it to cause an audit of the Company to be
performed other than as is required by the rules and regulations of the
Commission with respect to reports required to be filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. INDEMNIFICATION. In the event that the Company shall register under the
Act any of Stockholder's Registerable Securities:
(a) COMPANY'S INDEMNIFICATION. The Company will indemnify and hold
harmless each Stockholder against any losses, claims, expenses, damages or
liabilities (including reasonable attorneys' fees), joint or several, to which
such Stockholder becomes subject under the Act, insofar as such losses, claims,
expenses, 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 the registration statement under which such Registerable
Securities were registered under the Act pursuant to Section 1 hereof, any
prospectus contained therein which is utilized, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and (subject to Section 2(c)) will
reimburse such Stockholder for any legal or other expenses reasonably incurred
by it in connection with investigating or defending any such loss, claim,
expense, damage, liability or action; provided, however, that the Company will
not be liable in any such case if and to the extent that any such loss, claim,
expense, damage or liability arises out of or is based upon
4
an untrue statement or alleged untrue statement or omission or alleged omission
so made in conformity with information furnished to the Company by any
Stockholder.
(b) STOCKHOLDERS' INDEMNIFICATION. The Stockholders will, jointly and
severally, indemnify and hold harmless the Company and each underwriter of the
Company's securities under Section 1 and each person who controls the Company or
such underwriters within the meaning of the Act and the Exchange Act, each
officer of the Company who signs the registration statement and each director of
the Company, against all losses, claims, expenses, damages or liabilities
(including reasonable attorneys' fees), joint or several, to which the Company,
such underwriter or such officer or director or controlling person become
subject under the Act, insofar as such losses, claims, expenses, 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
the registration statement under which such Registerable Securities were
registered under the Act pursuant to Section 1 hereof, any prospectus contained
therein which is utilized, or any amendment or supplement thereof, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will (subject to Section 2(c)) reimburse the
Company, each such underwriter and each such officer and director and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, expense,
damage, liability or action; provided, however, that the Stockholders will be
liable hereunder in any such case if and only to the extent that any such loss,
claim, expense, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
conformity with information furnished to the Company by or on behalf of any
Stockholder or any controlling person or affiliate of any Stockholder.
(c) NOTIFICATION. Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party in writing thereof; provided,
however, that any failure to give such notice will not waive any rights of the
indemnified party except to the extent the rights of the indemnified party are
materially prejudiced. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel
reasonably satisfactory to the parties hereto and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 2 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof;
provided, however, that if the indemnifying party has failed to assume the
defense and employ counsel, then the indemnified party shall have the right to
select separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party.
(d) CONTRIBUTION. If the indemnification provided for in this Section 2
is unavailable or insufficient to hold harmless an indemnified party in respect
of any losses, claims, expenses, damages or liabilities or actions in respect
thereof, then each indemnifying party shall in lieu of indemnifying such
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, expenses, damages, liabilities or
actions in such proportion as is appropriate to reflect the relative fault of
the Company, on the one hand, and the Stockholders, on the other, in connection
with the statements or omissions which resulted in such losses, claims,
expenses, damages, liabilities or actions as well as any other relevant
equitable considerations, including the failure to give any required notice. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
5
omission or alleged omission to state a material fact relates to information
supplied by the Company or any affiliate thereof, on the one hand, or any
Stockholder or any affiliate thereof, on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or present
such statement or omission. The Company and the Stockholders agree that it would
not be just and equitable if contribution pursuant to this Section 2(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 2(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, expenses, damages, liabilities or actions in respect thereof
referred to above in this Section 2(d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
3. EXPENSES. If any Stockholder's Registerable Securities are included in
any registration statement pursuant to Section 1 of this Agreement, the Company
shall pay the costs and expenses incurred in connection with the preparation and
filing of such registration statement covering such shares, including, but not
limited to, the fees and expenses of counsel, accountants and other experts for
the Company, printing costs (other than fees and expenses arising in connection
with the printing and distribution of prospectuses or registration statements in
connection with a registration effected pursuant to Section 1(b) hereof in
excess of 200 registration statements and prospectuses, which shall be paid for
by the Stockholders whose shares are being registered thereunder), registration
and filing fees and blue sky fees and expenses (other than the incremental
portion of the federal and state registration and filing fees attributable to
any Stockholder's Registerable Securities, which shall be paid by the
Stockholders whose shares are being registered thereunder), commissions and
expenses of underwriters (other than fees and expenses of underwriters
attributable to any Stockholder's Registerable Securities, which shall be paid
by the Stockholders whose shares are being registered thereunder) and all other
direct and indirect costs and expenses in connection with the registration and
public offering of such Stockholder's Registerable Securities. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
pay the fees and expenses of counsel, accountants, advisors, consultants, agents
or experts of any Stockholder.
4. REGISTERABLE SECURITIES. For purposes of this Agreement, the term
"Registerable Securities" shall mean (i) any shares of Common Stock owned by any
Stockholder and issued pursuant to the Acquisition Agreement and (ii) any shares
of Common Stock issued or issuable with respect to the shares of Common Stock
described in (i) above, by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganizations.
5. INFORMATION FOR REGISTRATION STATEMENT; CERTAIN LIMITATIONS. The
Company's obligations under Section 1 with respect to a Stockholders are
expressly conditioned upon (i) that Stockholder's furnishing to the Company in
writing such information concerning such Stockholder and the terms of such
Stockholder's proposed offering of shares of the Registerable Securities as the
Company shall request for inclusion in the registration statement; and (ii)
there not having occurred a materail breach by such Stockholder or any affiliate
of such Stockholder of any agreement, covenant, representation or warranty
contained in the Acquisition Agreement or any other agreement between such
Stockholder or any affiliate thereof and the Company or any affiliate thereof.
It shall be a condition to the Company's obligations hereunder that each
Stockholder accepts the terms and conditions of any registration statement and
underwriting (if any) in connection with which such Stockholder may register
Registerable Securities hereunder and joins in the underwriting agreement in
connection therewith (on substantially the same terms and conditions as each
other selling shareholder in such underwriting, if any).
6
6. RULE 144 COVENANTS. The Company agrees, for a period of three years from
the date of this Agreement, to use its best efforts to (i) file with the
Commission, in a timely manner, all reports required to be filed by the Company
under the Exchange Act and (ii) to provide the Stockholder, upon request,
information regarding the number of shares of Common Stock outstanding as shown
by the most recent report or statement published by the Company.
7. SETOFF. It is expressly understood by the parties hereto that the Company
shall be entitled, but not required, to offset any claim for indemnification or
payment from any Stockholder (or any affiliate thereof) pursuant to Section 2(b)
hereof against any amounts payable to any Stockholder by the Company or its
affiliates; provided, that this remedy shall be in addition to any other
remedies the Company may have available to it against the Stockholders, at law
or in equity.
8. RE-SALE LIMITATIONS. The Stockholders shall not sell, in the aggregate of
all of the Stockholders and for all of the Registerable Securities, in excess of
three hundred thousand dollars ($300,000) of the Registerable Securities during
any calendar month following acquisition of the Registerable Securities. A
legend designated by the Company setting forth the re-sale limitations and any
other restrictions contained in this Agreement or the Acquisition Agreement
shall be placed upon all certificates for any shares of Common Stock
representing the Registerable Securities.
9. MISCELLANEOUS.
(a) NOTICES. Any notice, request, demand or other communication required
or permitted under this Agreement shall be in writing and shall be delivered
personally or sent by prepaid overnight courier for next business day delivery
to the parties at the addresses set forth below their names below (or at such
other addresses as shall be specified by the parties by like notice).
IF TO STOCKHOLDERS:
Xxxxx Xxxxxxx
Northwings Accessories Corporation
0000 X.X. 00 Xxxxxx
Xxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxx, Esq.
Suite 1250
0000 X. Xxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
IF TO THE COMPANY:
HEICO Corporation
0000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Attn: President
WITH A COPY TO:
Xxxxxxxxx Traurig, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
7
Such notices, demands, claims and other communications shall be deemed
given when actually received or in the case of delivery by overnight service
with guaranteed next business day delivery, the next business day or the day
designated for delivery.
(b) ENTIRE AGREEMENT. This Agreement contains every obligation and
understanding between the parties relating to the subject matter hereof and
merges all prior discussions, negotiations and agreements, if any, between them,
and neither of the parties shall be bound by any representations, warranties,
covenants, or other understandings, other than as expressly provided or referred
to herein.
(c) ASSIGNMENT. This Agreement may not be assigned by either party
without the written consent of the other party. Subject to the preceding
sentence, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs, personal representatives,
legal representatives, and permitted assigns.
(d) NO THIRD PARTY BENEFICIARY. Except with respect to the controlling
persons, underwriters, affiliates, officers and directors expressly referenced
in Section 2, nothing expressed or implied in this Agreement is intended, or
shall be construed, to confer upon or give any person other than the parties
hereto and their respective heirs, personal representatives, legal
representatives, successors and permitted assigns, any rights or remedies under
or by reason of this Agreement.
(e) SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement shall be declared invalid, void or unenforceable,
the remainder of the provisions of this Agreement shall remain in full force and
effect, and such invalid, void or unenforceable provision shall be interpreted
as closely as possible to the manner in which it was written.
(f) HEADINGS. Headings to sections herein are inserted for convenience
of reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Any facsimile copy of a
manually executed original shall be deemed a manually executed original.
(h) LITIGATION; PREVAILING PARTY. In the event of any litigation with
regard to this Agreement, the prevailing party shall be entitled to receive from
the non-prevailing party and the non-prevailing party shall pay upon demand all
reasonable fees and expenses of counsel for the prevailing party.
(i) GOVERNING LAW AND VENUE. This Agreement has been entered into and
shall be construed and enforced in accordance with the laws of the State of
Florida without reference to the choice of law principles thereof. This
Agreement shall be subject to the exclusive jurisdiction of the courts of the
State of Florida located in Dade County, Florida or the United States District
Court for the Southern District of Florida. The parties to this Agreement agree
that this Agreement was entered into in Dade County, Florida and that any breach
of any term or condition of this Agreement shall be deemed to be a breach
occurring in Dade County, Florida by virtue of a failure to perform an act
required to be performed in Dade County, Florida and irrevocably and expressly
agree to submit to the jurisdiction of such courts for the purpose of resolving
any disputes between the parties relating to this Agreement or the transactions
contemplated hereby. The parties irrevocably waive, to the fullest extent
permitted by law, any objection which they may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement, or any judgment entered by
8
any court in respect hereof brought in Dade County, Florida, and further
irrevocably waive any claim that any suit, action or proceeding brought in Dade
County, Florida has been brought in an inconvenient forum.
(j) PARTICIPATION OF PARTIES; CONSTRUCTION. The parties hereto
acknowledge that this Agreement and all matters contemplated herein, have been
negotiated between all parties hereto and their respective legal counsel and
that all such parties have participated in the drafting and preparation of this
Agreement from the commencement of negotiations at all times through the
execution hereof. This Agreement shall be construed and interpreted without
regard to any presumption or other rule or interpretation against the party who
may have had primary responsibility for drafting this Agreement.
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
HEICO CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------------
Name: XXXXXX X. XXXXXXXXX
Title: VICE PRESIDENT & GENERAL COUNSEL
STOCKHOLDERS:
/s/ XXXXX XXXXXXX
-------------------------------------------
Xxxxx Xxxxxxx
/s/ XXXX XXXXXX
-------------------------------------------
Xxxx Xxxxxx
10
