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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of
November 30, 1997, between STAR Telecommunications, Inc., a Delaware corporation
("STAR"); and each of the Shareholders listed on the signature page hereof:
Xxxxxxx X. Xxxxxx, individually and in his capacity as Trustee of the Xxxxxxx
Xxxxx Xxxxxx & Xxxxxx Xxxx Xxxxxx 1996 Revocable Trust; Xxxxxx Xxxxxx; Xxxxxxxxx
Xxxxxxx, individually and in her capacity as Trustee of the Xxxxxxx Family
Trust; Xxx Xxxxxxx; Xxxxxx Xxx Xxxxxxxxxx; Xxxx Xxxxx XxXxxxxx, individually and
in his capacity as Trustee of the Xxxx Xxxxx XxXxxxxx Revocable Trust; Xxxxx
X.X. Xxxxxxxx; and Xxxxxx X. Xxxxxxxx (collectively, the "Holders").
RECITALS:
A. Pursuant to the terms and conditions of that certain Amended
and Restated Stock Acquisition Agreement and Plan of Merger (the "Acquisition
Agreement") dated November 30, 1997 (the "Execution Date") by and among STAR
Telecommunications, Inc., a Delaware corporation ("STAR"), Big Dave's
Acquisition Corp., a California corporation ("Acquisition Corp."), X.X.
Services, Inc., a California corporation ("LD Services"), and the Holders, STAR
will issue and deliver to the Holders up to 500,000 shares (the "Shares") of
STAR's common stock ("Common Stock").
B. In connection with the transactions contemplated by the
Acquisition Agreement, STAR has agreed to grant to the Holders the registration
rights set forth herein with respect to the Shares.
AGREEMENTS:
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by any prospectus supplement
and including post-effective amendments and all material incorporated by
reference in such Prospectus.
"Register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a Registration Statement and
taking all other actions that are necessary or appropriate in connection
therewith, and the declaration or ordering of effectiveness of such Registration
Statement by the SEC.
"Registration Expenses" shall have the meaning set forth in
Section 5.
"Registrable Securities" shall mean (i) the Shares, and (ii) any
securities issued or issuable with respect to such Shares by way of a stock
dividend, stock split, combination of shares, recapitalization, restructuring,
merger, consolidation or other reorganization of STAR, provided that such term
shall not include any such shares of Common Stock sold to the public by the
Holders pursuant to
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a Registration Statement or to Rule 144 under the Securities Act or sold by the
Holders in a private transaction in which the Holders' rights hereunder were not
assigned and shall not include any shares that are eligible for resale to the
public (x) within any three (3)-month period under Rule 144(e) of the Securities
Act, or (y) without any volume restriction under Rule 144(k) of the Securities
Act.
"Registration Statement" shall mean any registration statement of
STAR in compliance with the Securities Act that covers Registrable Securities
pursuant to the provisions of this Agreement, including, without limitation, the
Prospectus, all amendments and supplements to such Registration Statement,
including all post-effective amendments, all exhibits and all material
incorporated by reference in such Registration Statement.
"Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.
"SEC" shall mean the Securities and Exchange Commission.
"Underwritten registration" or "underwritten offering" shall mean
a registration in which securities of STAR are sold to an underwriter or through
an underwriter as agent for reoffering to the public.
2. STAR REGISTRATION. If STAR shall determine to register any shares
of Common Stock for its own account or for the account of any stockholders
(other than a registration relating either to the sale of securities to
employees of STAR pursuant to a stock option, stock purchase or similar benefit
plan or to an SEC Rule 145 transaction), the Holders shall be entitled to
include Registrable Securities in such registration (and related underwritten
offering, if any) on the following terms and conditions:
(a) STAR shall promptly give written notice of such
determination to the Holders and the Holders shall have the right to request, by
written notice given to STAR within fifteen (15) days of the receipt by the
Holders of such notice, that a specific number of Registrable Securities be
included in such Registration Statement.
(b) If the Registration Statement relates to an underwritten
offering, the notice called for by Section 2(a) shall specify the name of the
managing underwriter for such offering and the number of securities to be
registered for the account of STAR and for the account of any of the other
stockholders of STAR.
(c) If the Registration Statement relates to an underwritten
offering, to be included therein, the Holders must sell their Registrable
Securities on the same basis provided in the underwriting arrangements approved
by STAR.
(d) If the managing underwriter for the underwritten offering
under the Registration Statement to be filed by STAR determines that inclusion
of all or any portion of the Registrable Securities in such offering would
adversely affect the ability of the underwriter for such offering to sell all of
the securities requested to be included for sale in such offering, the number of
shares that may be included in such registration in such offering shall be
allocated as follows: first, STAR shall be permitted to include all shares of
capital stock to be registered thereby and second, the Holders shall be allowed
to include such additional amount as the managing underwriter deems appropriate,
such amount to be allocated among the Holders and any other selling stockholders
on a pro rata basis based on the total number of shares of capital stock held
thereby. The foregoing sentence notwithstanding, if the underwritten offering is
being registered by STAR at the instance of another shareholders or shareholders
to whom STAR has granted the right to require that STAR undertake such
registration (hereinafter, "Demand Right Holders"), then the managing
underwriter of such offering may reduce the
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number of the Holders' Registrable Securities included in such offering, or
exclude them entirely, without any reduction of the shares to be included in
such offering by any such Demand Right Holders.
(e) The Holders shall have the right to withdraw their
Registrable Securities from the Registration Statement at any time prior to the
effective date thereof, but if the same relates to an underwritten offering, it
may only do so during the time period and on terms deemed appropriate by the
underwriters for such underwritten offering.
(f) STAR shall have the right to terminate or withdraw any
registration initiated by it under this Section 2 prior to the effective date of
such registration, whether or not the Holders has elected to include such
securities in such registration.
(g) The respective Holders shall have the right to include his or
her Shares in a Registration Statement being filed by STAR as described in this
Agreement only twice during the term of this Agreement.
(h) The participation of the Holders in any of the registrations
described in this Section 2 may be disallowed by STAR in its sole discretion if
STAR in good faith determines that the granting of any such registration rights
would endanger pooling accounting treatment regarding the acquisition
transaction described under the Acquisition Agreement.
(i) For the Holders to participate in any registration described
in this Section 2, the Holders must aggregate a minimum of 50,000 of the Shares
respecting each Registration Statement.
(j) All registration rights expire within two years after the
date of this Agreement.
3. RESTRICTIONS ON PUBLIC SALE BY HOLDERS. If the Holders' Registrable
Securities are included (in whole or in part) in a Registration Statement filed
by STAR under Section 2 for sale in an underwritten offering, the Holders agree,
if requested by the managing underwriter of such offering, not to sell, make any
short sale of, loan, grant any option for the purchase of, dispose of or effect
any public sale or distribution of securities of the same series and class as
(or securities exchangeable or exercisable for or convertible into securities of
the same series and class as) the Registrable Securities included in the
Registration Statement, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such underwritten registration), during the
ten (10)-day period prior to, and during the one hundred eighty (180)-day period
(or shorter period requested by the underwriter) beginning on the closing date
of such underwritten offering, to the extent timely notified in writing by STAR
or the managing underwriter.
4. REGISTRATION PROCEDURES. In connection with STAR's registration
obligations pursuant to Section 2 hereof, subject to Sections 2(d) and 2(f),
STAR will use its best efforts to effect such registration to permit the sale of
the Registrable Securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto STAR will as
expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities and use its best efforts to cause such
Registration Statement to become effective, and, upon the request of the
Holders, keep such registration statement effective for up to ninety (90) days,
provided that, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, STAR will furnish to the Holders of the
Registrable Securities covered by such Registration Statement, their counsel,
and the underwriters, if any, and their counsel, copies of all such documents
proposed to be filed at least ten (10) days prior thereto. STAR will not include
or name Holders in any Registration Statement or Prospectus without the consent
of the Holders, unless required
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to do so by the Securities Act and the rules and regulations thereunder.
(b) prepare and file with the SEC such amendments,
post-effective amendments and supplements to the Registration Statement and the
Prospectus as may be necessary to comply with the provisions of the Securities
Act and the rules and regulations thereunder with respect to the disposition of
all securities covered by such Registration Statement.
(d) promptly notify the selling Holders (i) when the Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to the Registration Statement or any post-effective amendment, when
the same has become effective, (ii) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, (iv) of the receipt by STAR of any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (v) of the happening of any event which makes any statement made in
the Registration Statement, the Prospectus or any document incorporated therein
by reference untrue or which requires the making of any changes in the
Registration Statement, the Prospectus or any document incorporated therein by
reference in order to make the statements therein not misleading.
(d) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of the Registration Statement at the
earliest possible moment.
(e) furnish to the selling Holders, without charge, at least
one signed copy of the Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those incorporated
by reference).
(f) deliver to each selling Holder, without charge, such
reasonable number of conformed copies of the Registration Statement (and any
post-effective amendment thereto) and such number of copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
(and any documents incorporated by reference therein) as such Holders may
reasonably request, all in full conformity with the Securities Act; STAR
consents to the use of the Prospectus or any amendment or supplement thereto by
the selling Holders in connection with the offer and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto.
(g) prior to any offering of Registrable Securities covered by
a Registration Statement, register or qualify or cooperate with the selling
Holders in connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as such selling Holders reasonably request, and use its best
efforts to keep each such registration or qualification effective, including
through new filings, or amendments or renewals, during the period such
Registration Statement is required to be kept effective pursuant to the terms of
this Agreement; and do any and all other acts or things necessary or advisable
to enable the disposition in all such jurisdictions reasonably requested by the
Holders of the Registrable Securities covered by such Registration Statement,
provided that under no circumstances shall STAR be required in connection
therewith or as a condition thereof to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
(h) upon the occurrence of any event contemplated by Section
4(c)(v) above, prepare a supplement or post-effective amendment to the
Registration Statement or the Prospectus or any document incorporated therein by
reference or file any other required document so that, as
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thereafter delivered to the purchasers of the Registrable Securities, the
Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading.
(i) make generally available to its security Holders earnings
statements satisfying the provisions of Section 11(a) of the Securities Act, no
later than sixty (60) days after the end of any twelve (12)-month period (or
ninety (90) days, if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to underwriters in a
firm or best efforts underwritten offering, or, if not sold to underwriters in
such an offering or (ii) beginning with the first month of STAR's first fiscal
quarter commencing after the effective date of the Registration Statement, which
statements shall cover said twelve (12)-month period.
(j) use its best efforts to cause all Registrable Securities
covered by each Registration Statement to be listed subject to notice of
issuance, prior to the date of the first sale of such Registrable Securities
pursuant to such Registration Statement, on each securities exchange on which
the Common Stock issued by STAR are then listed, and admitted to trading on The
NASDAQ Stock Market, if the Common Stock is then admitted to trading on The
NASDAQ Stock Market.
The Holders agree that, upon receipt of any notice from STAR of the
happening of any event of the kind described in Section 4(c) hereof, the Holders
will forthwith discontinue disposition of Registrable Securities under the
Prospectus related to the applicable Registration Statement until such Holders'
receipt of the copies of the supplemented or amended Prospectus, or until it is
advised in writing by STAR that the use of the Prospectus may be resumed. It
shall be a condition precedent to the obligations of STAR to take any action
pursuant to this Section 4 with respect to the Registrable Securities of the
selling Holders that such Holders shall furnish to STAR such information
regarding themselves and the Registrable Securities held by them as shall be
required by the Securities Act to effect the registration of such Holders'
Registrable Securities.
5. REGISTRATION EXPENSES. All expenses incident to any registration to
be effected hereunder and incident to STAR's performance of or compliance with
this Agreement, including without limitation all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, NASD, stock exchange and
qualification fees, fees and disbursements of STAR's counsel and of independent
certified public accountants of STAR (all such expenses being herein called
"Registration Expenses") will be borne by STAR. The Holders shall bear (i) all
underwriting commissions (and transfer taxes, if any) relating to the
Registrable Securities registered and (ii) the fees and expenses of legal
counsel and accountants to the Holders.
6. INDEMNIFICATION.
(a) Indemnification by STAR. STAR agrees to indemnify and hold
harmless the Holders, their officers, directors and employees and each person
who controls the Holders (within the meaning of Section 15 of the Securities
Act) from and against any and all losses, claims, damages and liabilities
(including any investigation, legal or other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claim asserted) to which such Holders may become subject under
the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary prospectus or any amendment or supplement
thereto, (ii) 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 (iii) any violation or alleged violation by STAR of the
Securities Act, the Exchange Act or any state securities or blue sky laws in
connection with the Registration Statement, Prospectus or preliminary
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prospectus or any amendment or supplement thereto, provided that STAR will not
be liable to the Holders to the extent that such loss, claim, damage or
liability arises from or is based upon any untrue statement or omission based
upon written information furnished to STAR by the Holders.
(b) Indemnification by Holders of Registrable Securities. If
the Holders' Registrable Securities are sold under a Prospectus which is a part
of a Registration Statement, the Holders agree to indemnify and hold harmless
STAR, its directors and each officer who signed such Registration Statement and
each person who controls STAR (within the meaning of Section 15 of the
Securities Act), and each other person whose securities are sold under the
Prospectus which is a part of such Registration Statement (and such person's
officers, directors and employees and each person who controls such person
within the meaning of Section 15 of the Securities Act), from and against any
and all losses, claims, damages and liabilities (including any investigation,
legal or other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted) to
which STAR or any other such person may become subject under the Securities Act,
the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or preliminary prospectus or any amendment or supplement thereto, (ii) 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
(iii) any violation or alleged violation by STAR of the Securities Act, the
Exchange Act or any state securities or blue sky laws in connection with the
Registration Statement, Prospectus or preliminary prospectus or any amendment or
supplement thereto, to the extent that such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement of a material
fact or omission of a material fact that was made in the Prospectus, the
Registration Statement, or any amendment or supplement thereto, in reliance upon
and in conformity with information furnished in writing to STAR by the Holders
expressly for use therein, provided that in no event shall the aggregate
liability of the Holders exceed the amount of the net proceeds received by the
Holders upon the sale of the Registrable Securities giving rise to such
indemnification obligation. STAR and the selling Holders shall be entitled to
receive indemnities from underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the distribution, to
the same extent as customarily furnished by such persons in similar
circumstances.
(c) Conduct of Indemnification Proceedings. Any person entitled
to indemnification hereunder will (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii)
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party, provided that any person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such person and not of the
indemnifying party unless (A) the indemnifying party has agreed to pay such fees
or expenses, (B) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person, or (C)
in the reasonable judgment of such person, based upon advice of their counsel, a
conflict of interest may exist between such person and the indemnifying party
with respect to such claims (in which case, if the person notifies the
indemnifying party in writing that such person elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall not have
the right to assume the defense of such claim on behalf of such person). If such
defense is not assumed by the indemnifying party, the indemnifying party will
not be subject to any liability for any settlement made without consent (but
such consent will not be unreasonably withheld). No indemnified party will be
required to consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by all claimants or
plaintiffs to such indemnified party of a release from all liability in respect
to such claim or litigation. Any indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all
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parties indemnified by such indemnifying party with respect to such claim. As
used in this Section 6(c), the terms "indemnifying party", "indemnified party"
and other terms of similar import are intended to include only STAR (and its
officers, trustees, directors and control persons as set forth above) on the one
hand, and the Holders (and their officers, directors, employees and control
persons as set forth above) on the other hand, as applicable.
(d) Contribution. If for any reason the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, in such proportion as
is appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other but
also the relative fault of the indemnifying party and the indemnified party as
well as any other relevant equitable considerations. Notwithstanding the
foregoing, the Holders shall not be required to contribute any amount in excess
of the amount the Holders would have been required to pay to an indemnified
party if the indemnity under Section 6(b) hereof was available. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligation of any person to
contribute pursuant to this Section 6(d) shall be several and not joint.
(e) Timing of Payments. An indemnifying party shall make
payments of all amounts required to be made pursuant to the foregoing provisions
of this Section 6 to or for the account of the indemnified party from time to
time promptly upon receipt of bills or invoices relating thereto or when
otherwise due or payable.
(f) Survival. The indemnity and contribution agreements
contained in this Section 6 shall remain in full force and effect and shall
survive the transfer of such Registrable Securities by the Holders; provided
that such transfer is in compliance with all agreements between STAR and the
transferring Holders.
7. RULE 144. STAR covenants that it will file, on a timely basis, the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder, and it will take
such further action as any of the Holders may reasonably request (including,
without limitation, compliance with the current public information requirements
of Rule 144(c) under the Securities Act), all to the extent required from time
to time to enable such Holders to sell Registrable Securities without
registration under the Securities Act within the limitation of the conditions
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC. Upon the request of the Holders, STAR will deliver to such Holders a
written statement verifying that it has complied with such information and
requirements.
8. NO INCONSISTENT AGREEMENTS. STAR will not enter into any agreement
offering registration rights to any Holders of Common Stock that conflict with
or violate the rights set forth herein without the consent of the Holders, which
consent may be granted or withheld in the sole discretion of the Holders.
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9. ASSIGNMENT OF RIGHTS. The Holders may assign their rights under
this Agreement to any transferee of the Registrable Securities of the Holders,
if (i) such transfer is in compliance with all agreements between STAR and the
transferring Holders, (ii) such transferee has acquired at least twenty-five
percent (25%) of the Registrable Securities originally held by the Holders, and
(iii) such transferee has executed this Agreement and agreed to be bound by the
terms hereof (it being understood, however, that the transferring Holders shall
retain all of such Holders' rights hereunder with respect to all Registrable
Securities not so transferred by such transferring Holders).
10. SPECIFIC PERFORMANCE. The Holders, in addition to being entitled
to exercise all rights provided herein or granted by law, including without
limitation, the recovery of monetary damages, will be entitled to specific
performance of their rights under this Agreement. STAR agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
11. NOTICES. All notices required or permitted under the terms of this
Agreement shall be delivered in the manner called for in the Stock Acquisition
Agreement.
12. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon STAR and any corporation resulting from any merger or
consolidation of STAR with or into such corporation (in which STAR is not the
surviving corporation) or any corporation whose securities are issued in
exchange for STAR's shares of common stock.
13. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and shall supersede and
preempt any prior understandings, agreements or representations, written or
oral, by or among the parties hereto.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be original, and all of which together shall
constitute one instrument.
16. AMENDMENT. Any provision of this Agreement may be amended, waived
or modified only by a writing signed by STAR and by each of the Holders.
17. GOVERNING LAW. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of California applicable to contracts made and performed in such State.
This choice of governing law is made in accordance with Section 1646.5 of the
California Civil Code. Any action with respect to this Agreement may be brought
in any state or federal court located in, or having jurisdiction over, the
County of Santa Xxxxxxx, State of California. Each party accepts, for itself and
their permitted successors and assigns, the jurisdiction of the aforesaid
courts.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"STAR"
STAR TELECOMMUNICATIONS, INC.
By: /s/ XXXX XXXXX
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Xxxx Xxxxx, President
"HOLDERS"
/s/ XXXXXXX XXXXX XXXXXX
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Xxxxxxx Xxxxx Xxxxxx,
individually and in his
capacity as Trustee of the Xxxxxxx Xxxxx Xxxxxx
& Xxxxxx Xxxx Xxxxxx 1996 Revocable Trust
Address:
Phone No.:
Fax No.:
/S/ XXXXXXXXX XXXXXXX
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Xxxxxxxxx Xxxxxxx,
individually and in her
capacity as Trustee of the Xxxxxxx Family Trust
Address:
Phone No.:
Fax No.:
/S/ XXX XXXXXXX
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Xxx Xxxxxxx
Address:
Phone No.:
Fax No.:
/S/ XXXXXX XXXXXX
------------------------------
Xxxxxx Xxxxxx
Address:
Phone No.:
Fax No.:
/s/ XXXXXX XXX XXXXXXXXXX
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Xxxxxx Xxx Xxxxxxxxxx
Address:
Phone No.:
Fax No.:
/s/ XXXX XXXXX XXXXXXXX
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Xxxx Xxxxx XxXxxxxx,
individually and in his
capacity as Trustee of the Xxxx Xxxxx XxXxxxxx
Revocable Trust
Address:
Phone No.:
Fax No.:
/s/ XXXXX X.X. XXXXXXXX
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Xxxxx X.X. Xxxxxxxx
Address:
Phone No.:
Fax No.:
/s/ XXXXXX X. XXXXXXXX
------------------------------
Xxxxxx X. Xxxxxxxx
Address:
Phone No.:
Fax No.:
