EXHIBIT 10.7
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered
into as of this 4th day of June, 2003, by and among Financial Industries
Corporation, a Texas corporation (the "Company"), American Physicians Service
Group, Inc., a Texas corporation ("APS"), M&W Insurance Services, Inc., a
Delaware corporation ("M&W"), Equita Financial and Insurance Services of Texas,
Inc., a Texas corporation ("Equita" and, together with APS and M&W, the
"Buyers").
RECITALS
WHEREAS, pursuant to various purchase and option agreements, the Buyers
acquired shares of common stock, par value $.20 per share (the "Common Stock"),
of the Company and/or options to acquire shares of Common Stock; and
WHEREAS, in connection with entering into such agreements, the Company has
granted certain registration rights as described in this Agreement to the
Buyers.
AGREEMENT
For and in consideration of the mutual promises and covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Registration of Shares. For purposes of this Agreement,
"Holders" means the Buyers and (to the extent not prohibited by Section 8)
any transferees of the Buyers, and "Registrable Shares" means any shares of
Common Stock held by the Holders as of the date of this Agreement, all
shares of Common Stock issuable upon exercise of options held by the
Holders as of the date of this Agreement, and any and all shares of Common
Stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of,
shares of Common Stock held by a Holder on the date hereof or issued
subsequent to the date hereof pursuant to an option to acquire shares of
Common Stock held by the Holders on the date hereof until the date on which
(a) the resale of such share of Common Stock by a Holder has been
effectively registered under the Securities Act of 1933, as amended (the
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"Securities Act"), and disposed of in accordance with the Shelf
Registration Statement (as defined below), (b) such share of Common Stock
is distributed by a Holder to the public pursuant to Rule 144 under the
Securities Act, or (c) such share of Common Stock may be sold or
transferred by a Holder pursuant to Rule 144(k) under the Securities Act
(or any similar provision then in effect). The Company shall (x) on or
prior to October 1, 2003, file with the Securities and Exchange Commission
("SEC") a shelf registration statement pursuant to Rule 415 under the
Securities Act (the "Shelf Registration Statement") on Form S-1 or Form
S-3, if the use of such form is then available as determined by the
Company, to cover resales of Registrable Shares by the Holders, and (y) use
its commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective as soon as reasonably practicable
following its filing with the SEC, but in any event not later than the
first anniversary of the date hereof; provided, however, that the Company
will be deemed to be in compliance with this clause (y) if such Shelf
Registration Statement is declared effective on or prior to the first
anniversary of the date hereof (and, in such event, the Company shall not
be liable to any Holder for failure to cause the Shelf Registration
Statement to be declared effective prior to such date). None of the Company
nor any of its securityholders (other than the Holders of Registrable
Shares in such capacity or other shareholders having registration rights in
effect as of the date of this Agreement permitting them to participate
therein) shall have the right to include any of the Company's securities in
the Shelf Registration Statement. The Company shall not be required to
effect more than one registration pursuant to this Section 1.
Section 2. Effectiveness of Registration. The Company shall use its
reasonable best efforts to keep the Shelf Registration Statement
continuously effective for a period ending on March 31, 2007, or such
shorter period that will terminate when each of the Registrable Shares
covered by the Shelf Registration Statement shall cease to be a Registrable
Share. Notwithstanding the foregoing, upon the occurrence of any event that
would cause the Shelf Registration Statement to (a) contain any 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 light of the circumstances under which they were made,
(b) not be effective and usable for resale of Registrable Shares during the
period that such Shelf Registration Statement is required to be effective
and usable or (c) contain financial information that no longer meets the
requirements of any applicable rule of Regulation S-X, the Company shall as
promptly as practicable file an amendment to the Shelf Registration
Statement, which in the case of clause (a), corrects any such misstatement
or omission and, in the case of clause (c), updates such financial
information. In the case of clause (a), (b) or (c), no offers or sales of
Registrable Shares shall be made pursuant to the Shelf Registration
Statement during the period that the Shelf Registration Statement is
unusable and the Company shall use its reasonable best efforts to cause
such amendment to be declared effective and such Shelf Registration
Statement to become usable as soon as practicable thereafter.
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Section 3. Suspension of Registration. Notwithstanding anything to the
contrary in this Agreement, the Company may prohibit offers and sales of
Registrable Shares pursuant to the Shelf Registration Statement at any time
if (a) (i) it is in possession of material non-public information, (ii) the
Board of Directors of the Company (the "Board") believes in good faith that
such prohibition is necessary in order to avoid a legal requirement to
disclose such material non-public information and (iii) the Board believes
in good faith that disclosure of such material non-public information would
not be in the best interests of the Company and its shareholders or
(b) (i) the Company has made a public announcement relating to an
acquisition or business combination transaction including the Company
and/or one or more of its subsidiaries that is material to the Company and
its subsidiaries taken as a whole and (ii) the Board believes in good faith
that it would be impracticable at the time to obtain any financial
statements relating to such acquisition or business combination transaction
that would be required to be set forth in the Shelf Registration Statement
(the period during which any such prohibition of offers and sales of
Registrable Shares pursuant to the Shelf Registration Statement is in
effect pursuant to clause (a) or (b) of this Section 3 is referred to
herein as a "Suspension Period"). A Suspension Period shall commence on and
include the date on which the Holders of Registrable Shares covered by the
Shelf Registration Statement receive written notice from the Company that
offers and sales of Registrable Shares cannot be made thereunder in
accordance with this Section 3 and shall, with respect to each Holder, end
on the date on which that Holder either is advised in writing by the
Company that offers and sales of Registrable Shares pursuant to the Shelf
Registration Statement and use of the prospectus contained therein may be
resumed (a "Resumption Notice") or receives a copy of a prospectus
supplement; provided, however, that Suspension Periods in the aggregate
shall in no event be longer than forty-five (45) days in any one (1) year
period during which the Shelf Registration Statement is required to remain
effective in accordance with this Agreement. The Company agrees that it
must promptly deliver a Resumption Notice to each Holder when none of the
requisite conditions for the Suspension Period continue to exist or a
prospectus supplement as soon as reasonably practicable.
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Section 4. Damages. The Company recognizes and agrees that the Holders
will not have an adequate remedy at law if the Company fails to comply with
this Agreement and that damages may not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, upon proper
proof a Holder may be entitled to (a) specific performance of any and all
provisions hereof or (b) enjoin the Company from continuing to commit any
such breach of this Agreement.
Section 5. Further Obligations of the Company. In connection with the
registration required under this Agreement, the Company agrees that it
shall also do the following:
(a) furnish to each Holder such copies of each preliminary and
final prospectus and such other documents as said Holder may
reasonably request to facilitate the public offering of its
Registrable Shares pursuant to the Shelf Registration Statement;
(b) use all reasonable efforts to register or qualify the
Registrable Shares under the applicable securities or blue sky laws of
such jurisdictions as any selling Holder may reasonably request;
provided, however, that the Company shall not be obligated to qualify
to do business in any jurisdictions where it is not then so qualified
or to take any action which would subject it to the service of process
in suits other than those arising out of the offer or sale of the
securities covered by the Shelf Registration Statement in any
jurisdiction where it is not then so subject;
(c) permit each Holder or its counsel or other representatives to
inspect and copy such corporate documents and records as may
reasonably be requested by them related to the Shelf Registration
Statement;
(d) furnish to each Holder copies of all documents filed with and
all correspondence from or to the SEC in connection with any such
offering of securities;
(e) use all reasonable efforts to insure that all necessary
approvals from the National Association of Securities Dealers, Inc.
("NASD"), if any, are obtained; and
(f) use all reasonable efforts to list all Registrable Shares (to
the extent necessary) on each securities exchange or automated
interdealer quotation system on which the Common Stock is listed or
quoted.
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Section 6. Further Obligations of the Holders. In connection with the
registration of Registrable Shares pursuant to this Agreement, each Holder
agrees to timely provide to the Company, at its request, such information
and materials as it may reasonably request in order to effect the
registration of such Registrable Shares.
Section 7. Expenses. The Company shall bear, on behalf of the Holders,
all reasonable costs and expenses of the registration required under this
Agreement, including, but not limited to, the Company's printing, legal and
accounting fees and expenses, SEC and NASD filing fees, blue sky fees and
expenses, and the reasonable fees and disbursements (such fees not to
exceed $10,000) of one counsel for the Holders; provided, however, that the
Company shall have no obligation to pay or otherwise bear the commissions
or discounts attributable to the Registrable Shares being offered and sold
by the Holders, or the fees and expenses of more than one counsel for the
Holders.
Section 8. Transferability of Registration Rights. The rights to
register Registrable Shares granted by the Company under this Agreement may
be assigned by a Holder, provided that (a) such assignment is only made in
connection with an assignment by such Holder of not less than 100,000 of
its Registrable Shares in a manner permitted by this Agreement and
otherwise in accordance with applicable law; and (b) such assignee or
transferee must agree in writing to be bound by all of the provisions of
this Agreement. The rights to register Registrable Shares cannot be
transferred in connection with a sale of Registrable Shares to the public
pursuant to an effective registration statement or Rule 144.
Section 9. Mergers, Etc. The Company shall not, directly or
indirectly, enter into any merger, consolidation or reorganization in which
the Company shall not be the surviving corporation unless the proposed
surviving corporation shall, prior to such merger, consolidation or
reorganization, agree in writing to assume the obligations of the Company
under this Agreement, and for that purpose references hereunder to
Registrable Shares shall be deemed to be references to the securities which
the Holders would be entitled to receive in exchange for Registrable Shares
under any such merger, consolidation or reorganization; provided, however,
that the provisions of this Agreement shall not apply in the event of any
merger, consolidation, or reorganization in which the Company is not the
surviving corporation if all Holders are entitled to receive in exchange
for their Registrable Shares consideration consisting solely of (i) cash,
(ii) securities of the acquiring corporation which may be immediately sold
to the public without registration under the Securities Act, or
(iii) securities of the acquiring corporation which the acquiring
corporation has agreed to register within forty-five (45) days of
completion of the transaction for resale to the public pursuant to the
Securities Act.
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Section 10. Indemnification of Holders of Registrable Shares.
10.1 Right to Indemnification. In connection with the Company's
registration of Registrable Shares pursuant to this Agreement, the Company
will indemnify and hold harmless each Holder (which for purposes of only
this Section 10 includes such Holder's respective affiliates, partners,
principals, officers, directors, managers, members, employees, independent
contractors, agents, underwriters, representatives, and other similarly
situated parties, and the successors, heirs and personal representatives of
any of them) (collectively, the "Holder Indemnified Parties") from and
against any and all losses, claims, damages, expenses or liabilities, joint
or several, to which such Holder becomes subject under the Securities Act,
applicable state securities laws or under any other statute or at common
law or otherwise, as incurred, and, except as hereinafter provided, will
reimburse each such Holder, if any, for any legal or other expenses
reasonably incurred by such Holder in connection with investigating or
defending any actions whether or not resulting in any liability, as
incurred, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration
statement, in any preliminary or amended preliminary prospectus or in the
final prospectus (or the registration statement or prospectus as from time
to time amended or supplemented by the Company) 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 in order to make the
statements therein not misleading, or any violation by the Company of any
rule or regulation promulgated under the Securities Act or any state
securities laws applicable to the Company and relating to action or
inaction required of the Company in connection with such registration,
unless (a) such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary or
amended preliminary prospectus or final prospectus in reliance upon and in
conformity with information furnished in writing to the Company in
connection therewith by such Holder expressly for use therein, or unless
(b) in the case of a sale directly by such Holder, such untrue statement or
alleged untrue statement or omission or alleged omission was contained in a
preliminary prospectus and corrected in a final or amended prospectus
copies of which were delivered to such Holder on a timely basis, and such
Holder failed to deliver a copy of the final or amended prospectus at or
prior to the confirmation for the sale of the Registrable Shares to the
person asserting any such loss, claim, damage or liability in any case
where such delivery is required by the Securities Act.
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10.2 Procedures Governing Indemnification Claims. In order to provide
for just and equitable contribution to joint liability under the Securities
Act in any case in which any Holder seeks indemnification under this
Section 10 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact
that this Section 10 provides for indemnification in such case, then the
Company and such Holder will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution
from others) in such proportion as is appropriate to reflect the relative
fault of the Company on the one hand and of the Holder seeking
indemnification on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the Holder on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company on the one
hand or by the Holder on the other, and each party's relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission; provided, however, that, in any such case, (a) no
Holder will be required to contribute any amount in excess of the public
offering price of all such Registrable Shares offered by such Holder
pursuant to such registration statement; and (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Except as otherwise
provided in this clause (b), the provisions of Section 10.3 shall govern
the notice and other procedural aspects of any indemnification claim
brought pursuant to this Section 10.
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10.3 Indemnification; Notice and Settlements. A party seeking
indemnification pursuant to Sections 10.1 or 11.1 (an "Indemnified Party")
with respect to a claim, action or proceeding initiated by a person or
entity who is not a Holder Indemnified Party or a Company Indemnified Party
shall give prompt written notice to the party from whom such
indemnification is sought (the "Indemnifying Party") of the assertion of
any claim, or the commencement of any action or proceeding, in respect of
which indemnity may be sought hereunder; provided that the failure to give
such notice shall not affect the Indemnified Party's rights to
indemnification hereunder, unless such failure shall prejudice in any
material respect the Indemnifying Party's ability to defend such claim,
action or proceeding. The Indemnifying Party shall have the right to assume
the defense of any such action or proceeding at its expense, provided that
no settlement shall be executed without the prior written consent of the
Indemnified Party. If the Indemnifying Party shall elect not to assume the
defense of any such action or proceeding, or fails to make such an election
within 20 days after it receives such notice pursuant to the first sentence
of this Section 10.3, the Indemnified Party may assume such defense at the
expense of the Indemnifying Party. The Indemnified Party shall have the
right to participate in (but not control) the defense of an action or
proceeding defended by the Indemnifying Party hereunder and to retain its
own counsel in connection with such action or proceeding, but the fees and
expenses of such counsel shall be at the Indemnified Party's expense unless
(a) the Indemnifying Party and the Indemnified Party have mutually agreed
in writing to the retention of such counsel or (b) the named parties in any
such action or proceeding (including impleaded parties) include the
Indemnifying Party and the Indemnified Party, and representation of the
Indemnifying Party and the Indemnified Party by the same counsel would
create a conflict (in which case the Indemnifying Party shall not be
permitted to assume the defense of such claim, action or proceeding);
provided that, unless otherwise agreed by the Indemnifying Party, if the
Indemnifying Party is obligated to pay the fees and expenses of such
counsel, the Indemnifying Party shall be obligated to pay only the fees and
expenses associated with one attorney or law firm (plus local counsel as
required), as applicable, for the Indemnified Party. An Indemnifying Party
shall not be liable under Section 10.1 or 11.1 for any settlement effected
without its written consent, of any claim, action or proceeding in respect
of which indemnity may be sought hereunder.
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Section 11. Indemnification of Company.
11.1 Right to Indemnification. In the event that the Company registers
any of the Registrable Shares under the Securities Act, each Holder of the
Registrable Shares so registered will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed or
otherwise participated in the preparation of the registration statement,
and each underwriter of the Registrable Shares so registered (including any
broker or dealer through whom such of the shares may be sold)
(collectively, the "Company Indemnified Parties") from and against any and
all losses, claims, damages, expenses or liabilities, individually and not
jointly and severally, to which such Holder may become subject under the
Securities Act, applicable state securities laws or under any other statute
or at common law or otherwise, and, except as hereinafter provided, will
reimburse the Company and each such director, officer, underwriter or
controlling person for any legal or other expenses reasonably incurred by
them or any of them in connection with investigating or defending any
actions whether or not resulting in any liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, in any preliminary or amended
preliminary prospectus or in the final prospectus (or in the registration
statement or prospectus as from time to time amended or supplemented) 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 in order
to make the statements therein not misleading, but only insofar as any such
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith by
such Holder expressly for use therein; provided, however, that such
Holder's obligations hereunder shall be limited to an amount equal to the
proceeds received by such Holder from Registrable Shares sold in such
registration.
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11.2 In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which the Company seeks
indemnification under this Section 11 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding that this Section 11 provides for indemnification, in such
case, then the Company and such Holder will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and of such Holder on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand
and of the Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or by the Holder on the
other, and each party's relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case, (a) no such Holder will be required to
contribute any amount in excess of the public offering price of all such
Registrable Shares offered by it pursuant to such registration statement;
and (b) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Except as otherwise provided in this clause (b), the
provisions of Section 10.3 shall govern the notice and other procedural
aspects of any indemnification claim brought pursuant to this Section 11.
Section 12. Rule 144. The Company agrees that, from and after the date
of this Agreement until such time as the Holders do not own any of the
Registrable Shares, the Company will (a) use its commercially reasonable
efforts to ensure that the current public information requirements of
subsection (c) of Rule 144 remain satisfied and (b) cooperate promptly in
providing any information or documentation that it needs to provide to
Holders to enable Holders to sell shares of Common Stock pursuant to a
transaction otherwise permissible under Rule 144. The Company agrees that
its cooperation pursuant to clause (b) of the immediately preceding
sentence shall, with respect to any sale by a Holder of not less than
twenty thousand (20,000) shares of Common Stock in any one transaction, be
at the Company's reasonable cost and expense and, to the extent the
proposed sale can be effected under Rule 144, include a "Rule 144" opinion
issued by counsel of the Company's choice. The Holders agree that the
Company does not have any obligation under this Section 12 during any
period in which the Holders are able to sell shares of Common Stock under
an effective registration statement.
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Section 13. Miscellaneous.
13.1 Successors and Assigns. Except as provided in Section 8, neither
this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by operation of law or otherwise without the prior
written consent of the parties hereto, which consent may be granted or
withheld in the sole discretion of the parties. Subject to the preceding
sentence, the provisions of this Agreement shall be binding upon, and inure
to the benefit of, the permitted respective successors, assigns, heirs,
executors and administrators of the parties hereto.
13.2 Entire Agreement. 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.
13.3 Counterparts. 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. Signatures delivered
by telecopy shall be considered for all purposes to be the same as original
signatures.
13.4 Severability. If any provision of this Agreement is held by final
judgment of a court of competent jurisdiction to be invalid, illegal or
unenforceable, such invalid, illegal or unenforceable provision shall be
severed from the remainder of this Agreement, and the remainder of this
Agreement shall be enforced. In addition, the invalid, illegal or
unenforceable provision shall be deemed to be automatically modified, and,
as so modified, to be included in this Agreement, such modification being
made to the minimum extent necessary to render the provision valid, legal
and enforceable.
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13.5 Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, IRRESPECTIVE
OF ANY CONFLECT-OF-LAWS RULE OR PRINCIPLE OF ANY JURISDICTION THAT MIGHT
REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANY
OTHER JURISDICTION. THIS AGREEMENT CAN BE PERFORMED IN WHOLE OR IN PART IN
XXXXXX COUNTY, TEXAS, AND VENUE FOR ANY ACTION RELATING TO THIS AGREEMENT
SHALL BE PROPER ONLY IN FEDERAL OR STATE COURTS LOCATED WITHIN XXXXXX
COUNTY, TEXAS. EACH PARTY AGREES THAT IT MUST BRING ANY ACTION RELATED TO
THIS AGREEMENT ONLY IN THE FEDERAL OR STATE COURTS LOCATED WITHIN XXXXXX
COUNTY, TEXAS.
13.6 Notices. Any notices or demands required or permitted to be given
hereunder shall be deemed sufficiently given if in writing and delivered,
transmitted or mailed (with all postage and charges prepaid), addressed to
the recipient at the address of such party as set forth on the signature
page of this Agreement, or at such other address as any party may from time
to time designate by written notice to the other parties given in
accordance with this Section 13.6. Any such notice, if personally delivered
or transmitted by facsimile, shall be deemed to have been given on the date
so delivered or transmitted or, if mailed, be deemed to have been given on
the day after such notice is placed in the United States mail in accordance
with this Section 13.6.
13.7 Further Assurances. Each party to this Agreement hereby covenants
and agrees, without the necessity of any further consideration, to execute
and deliver any and all such further documents and take any and all such
other actions as may be reasonably necessary to appropriately carry out the
intent and purposes of this Agreement and the transactions contemplated
hereby. Each party will use its good faith efforts to carry out and comply
with the provisions of this Agreement.
13.8 No Third-Party Beneficiaries. Except as provided in Sections 10.1
and 11.1, this Agreement shall not confer any rights or remedies upon any
person or entity other than the parties hereto and their respective
successors and permitted assigns.
13.9 Amendments. This Agreement may not be amended or modified except
by an instrument in writing signed by each of the parties.
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SIGNATURE PAGE
TO
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the day and year first above written.
COMPANY: FINANCIAL INDUSTRIES CORPORATION
By: __________________________________
Name: ________________________________
Title: _______________________________
Address: 0000 Xxxxx Xxxxx Xxxx.,
Xxxxxxxx Xxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxx and Xxx Xxxxxx
Facsimile No.: (000) 000-0000
BUYERS: AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: ___________________________________
Xxxxxxx X. Xxxxxxx,
Chairman of the Board and
Chief Executive Officer
Address: 0000 Xxxxxxx xx Xxxxx Xxx.,
Xxxxx X-000
Xxxxxx, Xxxxx 00000
Attn: Chairman and
Chief Executive Officer
Facsimile No.: (000) 000-0000
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EQUITA FINANCIAL AND INSURANCE
SERVICES OF TEXAS, INC.
By: ___________________________________
Xxxxxxx X. Xxxxx, President
Address: 11551 Forest Central Drive
Forest Central II,
Second Floor
Dallas, Texas 75243
Attn: Xxxxxxx X. Xxxxx,
President
Facsimile No.: (000) 000-0000
M&W INSURANCE SERVICES, INC.
By:____________________________________
Xxxxxxx X. Xxxxx, President
Address: 11551 Forest Central Drive
Forest Central II,
Second Floor
Dallas, Texas 75243
Attn: Xxxxxxx X. Xxxxx,
President
Facsimile No.: (000) 000-0000
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