EXHIBIT 10.8
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of this
6th day of June, 1997, among Commerce Security Bancorp, Inc., a Delaware
corporation (the "Company"), and Dartmouth Capital Group, L.P., a Delaware
limited partnership (the "Partnership") (collectively, the "Parties").
WHEREAS, the Partnership and SDN Bancorp, Inc., a subsidiary of the Company
("SDN"), were parties to that certain Registration Rights Agreement dated as of
September 30, 1995 (the "Registration Rights Agreement") pursuant to which SDN
granted to the Partnership certain rights to require SDN to register for public
distribution certain shares held by the Partnership and certain other shares of
SDN common stock;
WHEREAS, effective August 28, 1996, SDN completed a reorganization in
connection with which SDN became a wholly-owned subsidiary of the Company, each
outstanding share of SDN common stock was exchanged for shares of Company common
stock, par value $.01 per share, and the Company became a party to the
Registration Rights Agreement;
WHEREAS, effective on June 5, 1997 the Company amended and restated its
Certificate of Incorporation, whereupon all shares of Company common stock were
converted into shares of Class B Common Stock, $.01 par value per share (the
"Class B Common Stock");
WHEREAS, the Company, Madison Dearborn Capital Partners II, L.P., a
Delaware limited partnership ("MDP"), Olympus Growth Fund II, L.P., a Delaware
limited partnership ("Olympus I"), and Olympus Executive Fund, L.P., a Delaware
limited partnership ("Olympus II" and collectively with Olympus I, "Olympus")
are parties to that certain Securities Purchase Agreement dated February 13,
1997 (the "Securities Purchase Agreement") pursuant to which MDP and Olympus
will acquire securities that or may be convertible, directly or indirectly, into
Class B Common Stock;
WHEREAS, it is a condition to the obligations of MDP and Olympus to
purchase the securities pursuant to the Securities Purchase Agreement that the
Partnership agree to amend the Registration Rights Agreement to provide that
each of MDP and Olympus shall be entitled to so-called piggyback registration
rights with respect to any demand registration initiated by Partnership to the
same extent that MDP and Olympus may include shares of Class B Common Stock
pursuant to Section 4 of that certain Registration Agreement, dated June 6,
1997, among the Company, MDP and Olympus (the "MDP/Olympus Registration
Agreement");
WHEREAS, The Shattan Group, LLC, a New York limited liability company
("Shattan") acted as placement agent for the Company in connection with the sale
of the securities to MDP and Olympus and as partial compensation for such
services has received a warrant to purchase shares of Class B Common Stock; and
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WHEREAS, the Parties now desire to amend and restate the Registration
Rights Agreement;
NOW THEREFORE, in consideration of the foregoing and the respective
covenants and other agreements set forth herein, and intending to be legally
bound hereby, the parties hereto agree to amend and restate the Registration
Rights Agreement as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, in addition to the
terms defined in the preamble, the following terms shall have the following
respective meanings:
"COMMISSION" means the Securities and Exchange Commission, or any
other Federal agency at the time administering the Securities Act.
"COMMON STOCK" means the Class B Common Stock of the Company, par
value $.01 per share.
"DESIGNATED SHAREHOLDER" means the Partnership, so long as it holds 2
million or more Registrable Shares, and any transferee of the Partnership
of 2 million or more Registrable Shares.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and any similar Federal statute successor thereto, and the rules and
regulations of the Commission issued under such Act, as they each may be in
effect from time to time.
"EXCHANGE SHARES" means shares of Common Stock issued in partial
consideration for the exchange of one or more of the Company's
Subordinated Convertible Debentures, to the extent such shares are not
subject to a Registration Statement that has been declared effective by the
Commission.
"OTHER SHAREHOLDERS" means MDP, Olympus, Shattan, each Shareholder of
the Company listed on SCHEDULE 1 to this Agreement, the Partnership, if it
holds less than 2 million Registrable Shares, any transferee of the
Partnership of less than 2 million shares and any persons or entities to
whom the rights granted under this Agreement are transferred as permitted
by Section 11 hereof.
"REGISTRATION STATEMENT" means a registration statement filed by the
Company with the Commission for a public offering and sale of securities of
the Company (other than a registration statement on Form S-8 or Form S-4,
or any successor form, or any other form for a limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"REGISTRABLE SHARES" means any Shares of Common Stock now owned or
hereafter acquired by any Shareholder; PROVIDED, HOWEVER, that shares of
Common Stock which are Registrable Shares shall cease to be Registrable
Shares upon any sale pursuant to a
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Registration Statement, Section 4(1) of the Securities Act or Rule 144
under the Securities Act, or any sale in any manner to a person or entity
not conducted in compliance with Section 11 hereof. Registrable Shares
shall not include shares of Common Stock which may be sold by a Stockholder
to the public immediately without registration, including shares of Common
Stock which may be sold within a period of 90 days under Rule 144 (or any
successor regulation thereto) promulgated under the Securities Act, unless
at the time of the proposed sale such Stockholder, after the use of his
best efforts, is unable to arrange for an unregistered managed block
distribution of such shares by a recognized investment banking firm which
specializes in such block distributions.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and any
similar Federal statute successor thereto, and the rules and regulations of
the Commission issued under such Act, as they each may, from time to time,
be in effect.
"SHAREHOLDERS" means all Designated Shareholders and all Other
Shareholders.
2. DEMAND REGISTRATIONS.
(a) Any Designated Shareholder may request that the Company effect
the registration on Form S-1 or Form S-2 (or any successor form) of Registrable
Shares owned by such Designated Shareholder. If such Designated Shareholder
elects to distribute its Registrable Shares by means of an underwriting, it
shall so advise the Company in its request. Thereupon, the Company shall, as
expeditiously as possible, use its best efforts to effect the registration, on
Form S-1 or Form S-2 (or any successor form), of all Registrable Shares (whether
owned by a Designated Shareholder or owned by Other Shareholders requesting
registration pursuant to Section 3 hereof) which the Company has been requested
so to register.
(b) The Company shall not be required to effect more than 2
registrations pursuant to paragraph (a) above; PROVIDED, HOWEVER, that a
registration effected under paragraph (a) above shall not be counted for the
purpose of this limitation unless the Designated Shareholder and any Other
Shareholders who have requested registration pursuant to Section 3 hereof shall
have succeeded in selling at least 80% of the Registrable Shares requested to be
included in such registration. In addition, the Company shall not be required
to effect any registration (other than on Form S-3 or any successor form
relating to secondary offerings) within six months after the effective date of
any other Registration Statement of the Company.
(c) At any time after the Company becomes eligible to file a
Registration Statement on Form S-3 (or any successor form relating to secondary
offerings), a Designated Shareholder may request the Company, in writing, to
effect the registration on Form S-3 (or such successor form), of Registrable
Shares owned by a Designated Shareholder. Upon receipt of any such request, the
Company shall promptly give written notice of such proposed registration to all
Other Shareholders. Each such Other Shareholders shall have the right, by
giving written notice to the Company within 30 days after the Company provides
its notice, to elect to have included in such
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registration such of its Registrable Shares as such Other Shareholder may
request in its notice of election. Thereupon, the Company shall, as
expeditiously as possible, use its best efforts to effect the registration on
Form S-3, or such successor form, of all Registrable Shares which the Company
has been requested to register.
(d) If at the time of any request to register Registrable Shares
pursuant to this Section 2, the Company is engaged or has fixed plans to engage
within 60 days of the time of the request in a registered public offering as to
which the Shareholders may include Registrable Shares pursuant to Section 4 or
is engaged in any other activity which, in the good faith determination of the
Company's Board of Directors, would be adversely affected by the requested
registration to the material detriment of the Company, then the Company may at
its option direct that such request be delayed for a period not in excess of six
months from the effective date of such offering or the date of commencement of
such other material activity, as the case may be, such right to delay a request
to be exercised by the Company not more than once in any 18-month period.
(e) In the event that Registrable Shares are sold pursuant to a
Registration Statement in an underwritten offering pursuant to this Section 2,
the Company agrees to enter into an underwriting agreement containing customary
representations and warranties with respect to the business and operations of an
issuer of the securities being registered and customary covenants and agreements
to be performed by such issuer, including without limitation customary
provisions with respect to indemnification by the Company of the underwriters of
such offering.
(f) In the case of any registration effected pursuant to this Section
2, the Designated Shareholder shall have the right to designate the managing
underwriter in any underwritten offering, subject to the approval of the
Company, which approval may not be unreasonably withheld or delayed.
3. "PIGGYBACK" REGISTRATION -- ON REGISTRATION DEMANDED BY PARTNERSHIP.
(a) Upon receipt of any request by a Designated Shareholder for
registration of its Registrable Shares pursuant to subsection 2(a) or subsection
2(c) hereof, the Company shall promptly give written notice of such proposed
registration to all Other Shareholders. In the event registration of a
Designated Shareholder's Registrable Shares is proposed to be underwritten, the
right of each Other Shareholder to participate shall be conditioned on such
Other Shareholder's participation in such underwriting and such Other
Shareholder's acceptance of the terms of the underwriting as agreed upon between
the Designated Shareholder and the underwriters selected by it. Each such Other
Shareholders shall have the right, by giving written notice to the Company
within 30 days after the Company provides its notice, to elect to have included
in such registration such of its Registrable Shares as such Other Shareholder
may request in such notice of election, subject (in the case of an underwritten
offering) to the approval of the underwriter managing the offering.
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(b) If in the opinion of the managing underwriter the registration of
all, or part of, the Registrable Shares which the Shareholders have requested to
be included pursuant to this Section 3 would materially and adversely affect
such public offering, then the Designated Shareholder shall be required to
include in the underwriting only that number of Registrable Shares which the
managing underwriter believes may be sold without causing such adverse effect.
If the number of Registrable Shares to be included in the underwriting in
accordance with the foregoing is less than the total number of shares which
Shareholders have requested to be included, then the holders of Registrable
Shares who have requested registration shall participate in the underwriting PRO
RATA based upon their total ownership of the aggregate number of Registrable
Shares requested to be included in such registration.
4. "PIGGYBACK" REGISTRATION -- ON REGISTRATION AT COMPANY'S ELECTION.
(a) If at any time the Company proposes to file a Registration
Statement, on its own initiative and not pursuant to a demand made pursuant to
Section 2 hereof or under any other registration rights agreement, it will,
prior to such filing, give written notice to all Shareholders of its intention
to do so and, upon the written request of a Shareholder given within 30 days
after the Company provides such notice (which request shall state the intended
method of disposition of such Registrable Shares), the Company shall use its
best efforts to cause all (or the requested portion) of such Shareholder's
Registrable Shares to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the
intended methods of distribution specified in the request of such Shareholder;
PROVIDED, HOWEVER, that the Company shall have the right to postpone or withdraw
any registration effected pursuant to this Section 4 without obligation to any
Shareholder.
(b) In connection with any offering under this Section 4 involving an
underwriting, the Company shall not be required to include any Registrable
Shares in such underwriting unless the requesting Shareholder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it.
(c) If in the opinion of the managing underwriter the registration of
all, or part of, the Registrable Shares which the holders have requested to be
included pursuant to this Section 4 would materially and adversely affect such
public offering, then the Company shall be required to include in the
underwriting only that number of Registrable Shares, if any, which the managing
underwriter believes may be sold without causing such adverse effect, but in no
event shall the amount of Registrable Shares included in the offering be reduced
below 10% of the total amount of securities included in the offering without the
consent of the Designated Shareholder. If the number of Registrable Shares to
be included in the underwriting in accordance with the foregoing is less than
the total number of shares which holders of Registrable Shares have requested to
be included, then the holders of Registrable Shares who have requested
registration shall participate in the underwriting PRO RATA based upon their
total ownership of the aggregate number of shares requested to be included in
such registration by Shareholders and by holders granted registration
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rights in accordance with Section 9 (or in any other proportion as agreed upon
by all holders entitled to such rights).
5. REGISTRATION PROCEDURES. If and whenever the Company is required by
the provisions of this Agreement to use its best efforts to effect the
registration of any of the Registrable Shares under the Securities Act, the
Company shall as expeditiously as possible:
(a) prepare and file with the Commission a Registration Statement
with respect to such Registrable Shares and use its best efforts to cause that
Registration Statement to become and remain effective;
(b) prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to keep the Registration Statement
effective for a period of not less than 120 days from the effective date;
(c) furnish to each selling Shareholder such reasonable numbers of
copies of the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as the selling
Shareholder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Shares owned by the selling Shareholder;
and
(d) use its best efforts to register or qualify the Registrable
Shares covered by the Registration Statement under the securities or Blue Sky
laws of such states as the selling Shareholders shall reasonably request, and do
any and all other acts and things that may be necessary or desirable to enable
the selling Shareholders to consummate the public sale or other disposition in
such jurisdictions of the Registrable Shares owned by the selling Shareholders;
PROVIDED, HOWEVER, that the Company shall not be required in connection with
this paragraph (d) to qualify as a foreign corporation, execute a general
consent to service of process or subject itself to taxation in any jurisdiction.
If the Company has delivered preliminary or final prospectuses to the
selling Shareholders and after having done so the prospectus is amended to
comply with the requirements of the Securities Act, the Company shall promptly
notify the selling Shareholders and, if requested, the selling Shareholders
shall immediately cease making offers of Registrable Shares and return all
prospectuses to the Company. The Company shall promptly provide the selling
Shareholders with revised prospectuses and, following receipt of the revised
prospectuses, the selling Shareholders shall be free to resume making offers of
the Registrable Shares.
6. ALLOCATION OF EXPENSES. The Company will pay all Registration
Expenses of all registrations under this Agreement PROVIDED, HOWEVER, that if a
registration is withdrawn at the request of a Designated Shareholder (other than
as a result of material adverse information concerning the business or financial
condition of the Company which is made known to such
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Designated Shareholder after the date on which such registration was requested),
the Designated Shareholder which has requested the registration shall pay the
Registration Expenses of such registration incurred to date, allocable to the
Shareholder's shares on a PRO RATA basis. For purposes of this Section, the term
"Registration Expenses" shall mean all expenses incurred by the Company in
complying with Section 5, including, without limitation, all registration and
filing fees, exchange listing fees, printing expenses, accounting fees, fees and
disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Shareholders, but excluding
underwriting discounts and selling commissions relating to the Registrable
Shares.
7. INDEMNIFICATION.
(a) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, the Company will indemnify
and hold harmless the seller of such Registrable Shares, 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
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, state securities laws 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 information furnished to the Company, in writing, by or
on behalf of such seller, underwriter or controlling person specifically for use
in the preparation thereof
(b) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, each seller of 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 underwriter within the
meaning of the Securities Act or the Exchange Act, against any 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, state securities laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
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thereof) arise out of or are based upon any untrue statement or alleged 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 or alleged 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; PROVIDED,
HOWEVER, that the obligations of such Shareholders hereunder shall be limited to
an amount equal to the proceeds to each Shareholder of the Registrable Shares of
such Shareholder sold as contemplated herein.
(c) Each party entitled to indemnification under this Section 7 (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 be unreasonably
withheld); 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 7. The Indemnified Party may participate in such
defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party
shall pay such expense if representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests between the Indemnified Party and any other
party represented by such counsel in such proceeding; PROVIDED, HOWEVER, that
under no circumstances will the Indemnifying Party be required under this
Section 7 to pay the expenses of more than one counsel for the Indemnified
Parties. 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 of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an Indemnified Party under this
Section 7 in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to herein, then each Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in the same proportion that the net proceeds from the offering (before deducting
expenses) received by such Indemnifying Party bear to the total net proceeds
from the offering (before deducting expenses), less the amount of any damages
which such Indemnifying Party has otherwise been required to pay by reason of
its
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indemnification obligations under this Section 7. No person guilty of
fraudulent misrepresentation within the meaning of Section 11 of the Securities
Act shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. The contribution obligations of each Indemnifying
Party under this Section 7 are several and not joint.
8. INFORMATION BY SHAREHOLDERS. Each Shareholder included in any
registration shall furnish to the Company such information regarding such
Shareholder and the distribution proposed by such holder as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in Section 4.
9. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. The Company shall not,
without the prior written consent of the Designated Shareholders, if any, (which
consent shall not withheld unreasonably), enter into any agreement (other than
this Agreement or the MDP/Olympus Registration Agreement) with any holder or
prospective holder of any securities of the Company which would allow such
holder or prospective holder to include securities of the Company in any
registration filed under Section 2, 3 or 4.
10. RULE 144 REQUIREMENTS. The Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Exchange Act; and
(c) furnish to any holder of Registrable Shares upon request a
written statement by the Company as to its compliance with the information
requirements of said Rule 144, and of the reporting requirements of the Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents of the Company as such holder may reasonably
request to avail itself of any similar rule or regulation of the Commission
allowing it to sell any such securities without registration.
11. TRANSFERS OF CERTAIN RIGHTS. The rights granted to the Designated
Shareholders hereunder may be transferred by such Designated Shareholder to any
transferee who acquires not less than 2 million Registrable Shares (which
threshold shall be appropriately adjusted in the event of any future stock
split, reverse split or similar reclassification of the Registrable Shares).
The rights granted to the Shareholders hereunder may be transferred by such
Shareholder to any transferee who acquires any of the Registrable Shares;
PROVIDED, HOWEVER, that (a) the Company is given written notice by the
transferee at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which such rights are
being assigned, and (b) as a condition to the transfer of the rights hereunder,
the transferee shall deliver to the Company a written instrument by which such
transferee agrees to be bound by the
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obligations imposed upon the Shareholders under this Agreement to the same
extent as if such transferee were an initial Shareholder.
12. NOTICES. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be delivered by hand or
mailed by first class certified or registered mail, return receipt requested,
postage prepaid, to the Company at its executive offices, to the attention of
the Chief Executive Officer, and to each Shareholder at its address shown in the
Company's stock register.
13. CONSTRUCTION OF AGREEMENT. Except as set forth in this Section 13,
this Agreement embodies the entire agreement and understanding between the
Parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision. The headings of
the sections, subsections, and paragraphs of this Agreement have been added for
convenience only and shall not be deemed to be a part of this Agreement. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. Notwithstanding the foregoing, the Partnership acknowledges that
the transfer restrictions set forth in Sections 2, 4, 5 and 6 of the Shareholder
Agreement of even date herewith between the Partnership, the Company, MDP,
Olympus and certain other parties named therein, shall control the Partnership's
right to transfer any Registrable Shares, regardless of whether the Partnership
has any registration rights with respect thereto.
14. AMENDMENTS AND WAIVERS. Except as otherwise expressly set forth in
this Agreement, any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and the Designated Shareholders, if any. Any amendment or waiver
effected in accordance with this Section 14 shall be binding upon each holder of
any Registrable Shares, each future holder of all such securities and the
Company. No waivers of or exceptions to any term, condition or provision of this
Agreement, in any one or more instances, shall be seemed to be, or construed as,
a further or continuing waiver of any such term, condition or provision.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
day and year first above written.
COMMERCE SECURITY BANCORP, INC.
By: /s/
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Xxxxxx X. Xxxxxx, President and Chief
Executive Officer
DARTMOUTH CAPITAL GROUP, L.P.
By: DARTMOUTH CAPITAL GROUP, INC.
By: /s/
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Xxxxxx X. Xxxxxx, President
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