REGISTRATION RIGHTS AGREEMENT
Exhibit 10.3
THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of the
[ ] day
of
[ ]
200[ ],
by and among JK Acquisition Corp., a Delaware corporation (which
shall be renamed MS Energy Services, Inc. at the Effective Time,
the “Company”), Catalyst/Hall Growth
Capital Management Co., LLC, a Texas limited liability company
(“Catalyst”), and SG-Directional, LLC,
an Arkansas limited liability company
(“SG-Directional” and together with
Catalyst, the “Members’
Representative”), and the undersigned parties
listed on the signature page hereto (each a
“Stockholder” and collectively, the
“Stockholders”), each of whom was a
member of Multi-Shot, LLC prior to the Effective Time of the
Merger. Unless otherwise indicated, capitalized terms not
defined herein have the meanings set forth in the Merger
Agreement.
WHEREAS, the Company and the Stockholders are parties to that
certain Second Amended and Restated Agreement and Plan of
Merger, dated as of August
,
2007, among the Company, Multi-Shot, Inc., Multi-Shot, LLC,
Catalyst, SG-Directional and the members of Multi-Shot, LLC (the
“Merger Agreement”);
WHEREAS, the Stockholders own
[ ] shares
of Common Stock of the Company and
[ ]
Warrants;
WHEREAS, as a material inducement to enter into the Merger
Agreement, the Stockholders and the Company desire to enter into
this Agreement to provide the Stockholders with certain rights
relating to the registration of such shares of Common Stock and
such shares of Common Stock issuable upon the exercise of such
Warrants held by them;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The
following capitalized terms used herein have the following
meanings:
“Agreement” means this Agreement, as
amended, restated, supplemented, or otherwise modified from time
to time.
“Commission” means the Securities and
Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.
“Common Stock” means the common stock,
par value $0.0001 per share, of the Company.
“Company” is defined in the preamble to
this Agreement.
“Demand Registration” means a written
demand for registration under the Securities Act of all or part
of their Registrable Securities.
“Demanding Holder” means each holder of
Registrable Securities who wishes to include all or a portion of
such holder’s Registrable Securities in a Demand
Registration.
“Disclosure Package” means the
preliminary prospectus included in the Registration Statement
immediately prior to the Time of Sale and any additional
materials distributed in connection with the offering and sale
of Registrable Securities.
“Escrow Agreement” means the Escrow
Agreement dated as of
[
], 200[ ]
executed and delivered by the Company, the Members’
Representative, and Zions First National Bank pursuant to
Section 2.04(b) of the Merger Agreement.
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“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall
be in effect at the time.
“Form S-3”
is defined in Section 2.3.
“Indemnified Party” is defined in
Section 4.3.
“Indemnifying Party” is defined in
Section 4.3.
“Stockholder Indemnified Party” is
defined in Section 4.1.
“Maximum Number of Shares” is defined in
Section 2.1.4.
“Merger Agreement” is defined in the
recitals to this Agreement.
“Notices” is defined in Section 6.2.
“Piggy-Back Registration” is defined in
Section 2.2.1.
“Register,” “Registered”
and “Registration” mean a
registration effected by preparing and filing a registration
statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and
regulations promulgated thereunder, and such registration
statement becoming effective.
“Registrable Securities” mean all of the
shares of Common Stock and Warrants owned or held by the
Stockholders and all of the shares of Common Stock issuable upon
exercise of the Warrants, whether or not such shares of Common
Stock or Warrants are then subject to the Escrow Agreement.
Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or
other distribution with respect to or in exchange for or in
replacement of such shares of Common Stock. As to any particular
Registrable Securities, such securities shall cease to be
Registrable Securities when: (a) a Registration Statement
with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in
accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent
public distribution of them shall not require registration under
the Securities Act; (c) such securities shall have ceased
to be outstanding, (d) the Securities and Exchange
Commission makes a definitive determination to the Company that
the Registrable Securities are salable under Rule 144(k),
or (e) such securities shall no longer be entitled to
registration rights pursuant to the terms hereof.
“Registration Statement” means a
registration statement filed by the Company with the Commission
in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and
sale of Common Stock (other than a registration statement on
Form S-4
or
Form S-8,
or their successors, or any registration statement covering only
securities proposed to be issued in exchange for securities or
assets of another entity).
“Release Date” means the date that is
six months after the Effective Time as defined in the Merger
Agreement.
“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in
effect at the time.
“Time of Sale” means the time and date
as of which contracts for sale of Registrable Securities are
deemed made pursuant to a Registration Statement filed pursuant
to this Agreement.
“Underwriter” means a securities dealer
who purchases any Registrable Securities as principal in an
underwritten offering and not as part of such dealer’s
market-making activities.
“Warrants” means those Parent Warrants,
Cash Exercise Warrants and Redemption Warrants issued by
the Company to the Stockholders as Merger Consideration pursuant
to the Merger Agreement.
2. REGISTRATION RIGHTS.
2.1 Demand Registration.
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2.1.1 Request for Registration by the
Stockholders. At any time and from time to
time on or after the Release Date, Members’ Representative
or, if the Members’ Representative ceases to act as such,
the holders of a
majority-in-interest
of the Registrable Securities held by the Stockholders or the
transferees of the Stockholders, may make up to four
(4) written demands for a Demand Registration. The Company
will notify the Stockholders of its receipt of and intent to act
upon the demand, and each Stockholder shall notify the Company
within fifteen (15) days after the receipt by the holder of
the notice from the Company specifying the number of
Registerable Securities that such Demanding Holder wishes to
include in such Demand Registration and the intended method(s)
of distribution thereof. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to
Section 2.1.4 and the provisos set forth in
Section 3.1.1. The Company shall not be obligated to effect
more than an aggregate of four (4) Demand Registrations
under this Section 2.1.1 in respect of Registrable
Securities.
2.1.2 Effective
Registration. A registration will not count
as a Demand Registration until the Registration Statement filed
with the Commission with respect to such Demand Registration has
been declared effective and the Company has complied with all of
its obligations under this Agreement with respect thereto;
provided, however, that if, after such Registration Statement
has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with
by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with
respect to such Demand Registration will be deemed not to have
been declared effective, unless and until, (i) such stop
order or injunction is removed, rescinded or otherwise
terminated, and (ii) the Members’ Representative or a
majority-in-interest
of the Demanding Holders, whichever is applicable, thereafter
elect to continue the offering; provided, further, that the
Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is
counted as a Demand Registration or is terminated.
2.1.3 Underwritten
Offering. If the Members’ Representative
or a
majority-in-interest
of the Demanding Holders, whichever is applicable, so elects and
such holders so advise the Company as part of their written
demand for a Demand Registration, the offering of such
Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. In such event,
the right of any holder to include its Registrable Securities in
such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such
holder’s Registrable Securities in the underwriting to the
extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall
enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such underwriting by
the Members’ Representative or a
majority-in-interest
of the holders initiating the Demand Registration, whichever is
applicable.
2.1.4 Reduction of
Offering. If the managing Underwriter or
Underwriters for a Demand Registration that is to be an
underwritten offering advises the Company and the Demanding
Holders in writing that the dollar amount or number of shares of
Registrable Securities which the Demanding Holders desire to
sell, taken together with all other shares of Common Stock or
other securities which the Company desires to sell and the
shares of Common Stock, if any, as to which registration has
been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company
who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of
shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such
registration: (i) first, the Registrable Securities as to
which such Demand Registration has been requested by the
Demanding Holders (pro rata in accordance with the number of
shares that each such Person has requested be included in such
registration, regardless of the number of shares held by each
such Person (such proportion is referred to herein as
“Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the
extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the shares of Common Stock or
other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; and
(iii) third, to the extent that the Maximum Number of
Shares have not been reached under the foregoing
clauses (i) and (ii), the shares of Common Stock or other
securities for the account of other persons that the Company is
obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares.
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2.1.5 Withdrawal. If the
Members’ Representative or a
majority-in-interest
of the Demanding Holders, whichever is applicable, disapprove of
the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, the
Members’ Representative or such
majority-in-interest
of the Demanding Holders, whichever is applicable, may elect to
withdraw from such offering by giving written notice to the
Company and the Underwriter or Underwriters of their request to
withdraw prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Demand
Registration. If the Members’ Representative or such
majority-in-interest
of the Demanding Holders withdraws from a proposed offering
relating to a Demand Registration, then such registration shall
be terminated and withdrawn and shall not count as a Demand
Registration provided for in Section 2.1.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back Rights. If
at any time on or after the Release Date the Company proposes to
file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or
other obligations exercisable or exchangeable for, or
convertible into, equity securities, by the Company for its own
account or for stockholders of the Company for their account (or
by the Company and by stockholders of the Company including,
without limitation, pursuant to Section 2.1), other than a
Registration Statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the
Company’s existing stockholders, (iii) for an offering
of debt that is convertible into equity securities of the
Company or (iv) for a dividend reinvestment plan, then the
Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as
practicable but in no event less than ten (10) days before
the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, of the
offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale
of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days
following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such
Registrable Securities to be included in such registration and
shall use its best efforts to cause the managing Underwriter or
Underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other
disposition of such Registrable Securities in accordance with
the intended method(s) of distribution thereof. All holders of
Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an Underwriter
or Underwriters shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for
such Piggy-Back Registration.
2.2.2 Reduction of
Offering. If the managing Underwriter or
Underwriters for a Piggy-Back Registration that is to be an
underwritten offering advises the Company and the holders of
Registrable Securities in writing that the dollar amount or
number of shares of Common Stock which the Company desires to
sell, taken together with shares of Common Stock, if any, as to
which registration has been demanded pursuant to written
contractual arrangements with persons other than the holders of
Registrable Securities hereunder, the Registrable Securities as
to which registration has been requested under this
Section 2.2, and the shares of Common Stock, if any, as to
which registration has been requested pursuant to the written
contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:
(i) If the registration is undertaken for the
Company’s account: (A) first, the shares of Common
Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares
of Common Stock or other securities, if any, comprised of
Registrable Securities, as to which registration has been
requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro
Rata, that can be sold without exceeding the Maximum Number of
Shares; and (C) third, to the extent that the Maximum
Number of shares has not been reached under the foregoing
clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is
obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold
without exceeding the Maximum Number of Shares; and
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(ii) If the registration is a “demand”
registration undertaken at the demand of persons other than the
holders of Registrable Securities, (A) first, the shares of
Common Stock or other securities for the account of the
demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the
foregoing clause (A), collectively the shares of Common Stock or
other securities comprised of Registrable Securities, pro rata,
as to which registration has been requested pursuant to the
terms hereof, that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing
clauses (A) and (B), the shares of Common Stock or other
securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; and
(D) fourth, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A),
(B) and (C), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with
such persons, that can be sold without exceeding the Maximum
Number of Shares. .
2.2.3 Withdrawal. Any holder
of Registrable Securities may elect to withdraw such
holder’s request for inclusion of Registrable Securities in
any Piggy-Back Registration by giving written notice to the
Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own
determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may
withdraw a registration statement at any time prior to the
effectiveness of the Registration Statement. Notwithstanding any
such withdrawal, the Company shall pay all expenses incurred by
the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 3.3.
2.3 Registrations on
Form S-3. The
holders of Registrable Securities may at any time and from time
to time, request in writing that the Company register the resale
of any or all of such Registrable Securities on
Form S-3
or any similar short-form registration which may be available at
such time
(“Form S-3”);
provided, however, that the Company shall not be obligated to
effect such request through an underwritten offering. Upon
receipt of such written request, the Company will promptly give
written notice of the proposed registration to all other holders
of Registrable Securities, and, as soon as practicable
thereafter, effect the registration of all or such portion of
such holder’s or holders’ Registrable Securities as
are specified in such request, together with all or such portion
of the Registrable Securities or other securities of the
Company, if any, of any other holder or holders joining in such
request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from
the Company; provided, however, that the Company shall not be
obligated to effect any such registration pursuant to this
Section 2.3: (i) if
Form S-3
is not available for such offering; or (ii) if the holders
of the Registrable Securities, together with the holders of any
other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public
of less than $500,000. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1.
3. REGISTRATION PROCEDURES.
3.1 Filings;
Information. Whenever the Company is required
to effect the registration of any Registrable Securities
pursuant to Section 2, the Company shall use its best
efforts to effect the registration and sale of such Registrable
Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in
connection with any such request:
3.1.1 Filing Registration
Statement. The Company shall, as
expeditiously as possible and in any event within sixty
(60) days after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with
the Commission a Registration Statement on any form for which
the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the
sale of all Registrable Securities to be registered thereunder
in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such
Registration Statement to become and remain effective for the
period required by Section 3.1.3; provided, however, that
the Company shall have the right to defer any Demand
Registration for up to thirty (30) days, and any Piggy-Back
Registration for such period as may be applicable to deferment
of any demand registration to which such Piggy-Back Registration
relates, in each case if the Company shall furnish to the
holders a certificate signed by the Chief Executive Officer or
President of the Company stating that, in the good faith
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judgment of the Board of Directors of the Company, it would be
materially detrimental to the Company and its stockholders for
such Registration Statement to be effected at such time;
provided further, however, that the Company shall not have the
right to exercise the right set forth in the immediately
preceding proviso more than once in any
365-day
period in respect of a Demand Registration hereunder.
3.1.2 Copies. The Company
shall, prior to filing a Registration Statement or prospectus,
or any amendment or supplement thereto, furnish without charge
to the holders of Registrable Securities included in such
registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each
amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated
by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus),
and such other documents as the holders of Registrable
Securities included in such registration or legal counsel for
any such holders may request in order to facilitate the
disposition of the Registrable Securities owned by such holders.
3.1.3 Amendments and
Supplements. The Company shall prepare and
file with the Commission such amendments, including
post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective and
in compliance with the provisions of the Securities Act until
all Registrable Securities and other securities covered by such
Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of
one hundred eighty (180) days plus any period during which
any such disposition is interfered with by any stop order or
injunction of the Commission or any governmental agency or
court) or such securities have been withdrawn.
3.1.4 Notification. After
the filing of a Registration Statement, the Company shall
promptly, and in no event more than two (2) business days
after such filing, notify the holders of Registrable Securities
included in such Registration Statement of such filing, and
shall further notify such holders promptly and confirm such
advice in writing in all events within two (2) business
days of the occurrence of any of the following: (i) when
such Registration Statement becomes effective; (ii) when
any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened
issuance by the Commission of any stop order (and the Company
shall take all actions required to prevent the entry of such
stop order or to remove it if entered); and (iv) any
request by the Commission for any amendment or supplement to
such Registration Statement or any prospectus relating thereto
or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of
the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading, and promptly make available to the holders of
Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with
the Commission a Registration Statement or prospectus or any
amendment or supplement thereto, including documents
incorporated by reference, the Company shall furnish to the
holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies
of all such documents proposed to be filed sufficiently in
advance of filing to provide such holders and legal counsel with
a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such
holders or their legal counsel shall object.
3.1.5 State Securities Laws
Compliance. The Company shall use its best
efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such
securities or “blue sky” laws of such jurisdictions in
the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their
intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or
approved by such other Governmental Authorities as may be
necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be
necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate
the disposition of such Registrable Securities in such
jurisdictions; provided, however, that the Company shall not be
required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this
paragraph or subject itself to taxation in any such jurisdiction.
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3.1.6 Agreements for
Disposition. The Company shall enter into
customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities. The representations,
warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to
and for the benefit of the holders of Registrable Securities
included in such Registration Statement. No holder of
Registrable Securities included in such Registration Statement
shall be required to make any representations or warranties in
the underwriting agreement except, if applicable, with respect
to such holder’s organization, good standing, authority,
title to Registrable Securities, lack of conflict of such sale
with such holder’s material agreements and organizational
documents, and with respect to written information relating to
such holder that such holder has furnished in writing expressly
for inclusion in such Registration Statement.
3.1.7 Cooperation. The
principal executive officer of the Company, the principal
financial officer of the Company, the principal accounting
officer of the Company and all other officers and members of the
management of the Company shall cooperate fully in any offering
of Registrable Securities hereunder, which cooperation shall
include, without limitation, the preparation of the Registration
Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings
with Underwriters, attorneys, accountants and potential
investors.
3.1.8 Records. The Company
shall make available for inspection by the holders of
Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to
such Registration Statement and any attorney, accountant or
other professional retained by any holder of Registrable
Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be
necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them
in connection with such Registration Statement.
3.1.9 Opinions and Comfort
Letters. The Company shall furnish to each
holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of
(i) any opinion of counsel to the Company delivered to any
Underwriter and (ii) any comfort letter from the
Company’s independent public accountants delivered to any
Underwriter. In the event no legal opinion is delivered to any
Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an
opinion of counsel to the Company to the effect that the
Registration Statement containing such prospectus has been
declared effective and that no stop order is in effect.
3.1.10 Earnings
Statement. The Company shall comply with all
applicable rules and regulations of the Commission and the
Securities Act, and make available to its stockholders, as soon
as practicable, an earnings statement covering a period of
twelve (12) months, beginning within three (3) months
after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158
thereunder.
3.1.11 Listing. The Company
shall use its best efforts to cause all Registrable Securities
included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated
or, if no such similar securities are then listed or designated,
in a manner satisfactory to the holders of a majority of the
Registrable Securities included in such registration.
3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from
the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale
registration on
Form S-3
pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written xxxxxxx xxxxxxx compliance
program adopted by the Company’s Board of Directors, of the
ability of all “insiders” covered by such program to
transact in the Company’s securities because of the
existence of material non-public information, each holder of
Registrable Securities included in any registration shall
immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such
Registrable Securities until such holder receives the
supplemented or amended prospectus contemplated by
Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the
Company,
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each such holder will deliver to the Company all copies, other
than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such
Registrable Securities at the time of receipt of such notice.
3.3 Registration
Expenses. The Company shall bear all costs
and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration on
Form S-3
effected pursuant to Section 2.3, and all expenses incurred
in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes
effective, including, without limitation: (i) all
registration and filing fees; (ii) fees and expenses of
compliance with securities or “blue sky” laws
(including fees and disbursements of counsel in connection with
blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries
and expenses of its officers and employees); (v) the fees
and expenses incurred in connection with the listing of the
Registrable Securities as required by Section 3.1.11;
(vi) National Association of Securities Dealers, Inc. fees;
(vii) fees and disbursements of counsel for the Company and
fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs
associated with the delivery of any opinions or comfort letters
requested pursuant to Section 3.1.9); (viii) the fees
and expenses of any special experts retained by the Company in
connection with such registration and (ix) the fees and
expenses of one legal counsel selected by the Members’
Representative or the holders of a
majority-in-interest
of the Registrable Securities included in such registration,
whichever is applicable. The Company shall have no obligation to
pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an
underwritten offering, all selling stockholders and the Company
shall bear the expenses of the underwriter pro rata in
proportion to the respective amount of shares each is selling in
such offering.
3.4 Information. The holders
of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any
Registration Statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 2
and in connection with the Company’s obligation to comply
with federal and applicable state securities laws.
3.5 Form S-3
Availability. For so long as any Registerable
Securities are outstanding, the Company will (a) not
incorporation or reincorporate in any jurisdiction other than
one of the United States; (b) maintain its principal place
of business in the United States; (c) maintain a class of
securities registered under Section 12(b) or 12(g) of the
Exchange Act; (d) timely file when due all reports required
to be filed by it under Section 13, 14 or 15(d) of the
Exchange Act (other than reports required pursuant to
Items 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 6.01,
6.03 or 6.05 of
Form 8-K);
(e) pay when due all dividends and installments of any
sinking fund relating to preferred stock, (f) not default
on (i) any installments of principal and interest on any
indebtedness or (ii) any rents under any long-term lease
such that any such defaults in the aggregate would be material
to the consolidated financial position of the Company and its
subsidiaries, taken as a whole; and (g) maintain the Common
Stock as listed and registered on a national securities exchange
or quoted on the automated quotation system of a national
securities association in accordance with General
Instruction I.B.3. to
Form S-3.
3.6 Outstanding
Agreements. The Company has provided the
Stockholders with copies of all outstanding agreements providing
for the demand registration or piggyback registration of
securities issued by the Company.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by the
Company. The Company agrees to indemnify and
hold harmless each Stockholder and each other holder of
Registrable Securities, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys
and agents, and each person, if any, who controls a Stockholder
and each other holder of Registrable Securities (within the
meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) (each, an
“Stockholder Indemnified Party”), from
and against any expenses, losses, judgments, claims, damages or
liabilities, whether joint or several, arising out of or based
upon any untrue statement (or allegedly untrue statement) of a
material fact contained in any Registration Statement under
which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final
prospectus, summary prospectus or Disclosure Package contained
in the Registration Statement, or any amendment or supplement to
such Registration Statement or Disclosure Package, or arising
out of or based upon any omission
8
(or alleged omission) to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable
to the Company and relating to action or inaction required of
the Company in connection with any such registration; and the
Company shall promptly reimburse the Stockholder Indemnified
Party for any legal and any other expenses reasonably incurred
by such Stockholder Indemnified Party in connection with
investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that
any such expense, loss, claim, damage or liability arises out of
or is based upon any untrue statement or allegedly untrue
statement or omission or alleged omission made in such
Registration Statement, preliminary prospectus, final
prospectus, summary prospectus or Disclosure Package, or any
such amendment or supplement, in reliance upon and in conformity
with information furnished to the Company, in writing, by such
selling holder expressly for use therein. The Company also shall
indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents
and each person who controls such Underwriter on substantially
the same basis as that of the indemnification provided above in
this Section 4.1.
4.2 Indemnification by Holders of Registrable
Securities. Each selling holder of
Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this
Agreement of any Registrable Securities held by such selling
holder, indemnify and hold harmless the Company, each of its
directors and officers and each underwriter (if any), and each
other selling holder and each other person, if any, who controls
another selling holder or such underwriter within the meaning of
the Securities Act, against any losses, claims, judgments,
damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement or allegedly untrue statement of a material
fact contained in any Registration Statement or Disclosure
Package under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained in the
Registration Statement or Disclosure Package, or any amendment
or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a
material fact required to be stated therein or necessary to make
the statement 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 such selling
holder expressly for use therein, and shall reimburse the
Company, its directors and officers, and each other selling
holder or controlling person for any legal or other expenses
reasonably incurred by any of them in connection with
investigation or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall
be limited to the amount of any net proceeds actually received
by such selling holder.
4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any
person of any notice of any loss, claim, damage or liability or
any action in respect of which indemnity may be sought pursuant
to Section 4.1 or 4.2, such person (the
“Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for
indemnification hereunder, notify such other person (the
“Indemnifying Party”) in writing of the
loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the
Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such
Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If
the Indemnified Party is seeking indemnification with respect to
any claim or action brought against the Indemnified Party, then
the Indemnifying Party shall be entitled to participate in such
claim or action, and, to the extent that it wishes, jointly with
all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of
investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named
as defendants, the Indemnified Party shall have the right to
employ separate counsel (but no more than one such separate
counsel) to represent the Indemnified Party and its controlling
persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the Indemnified
Party against the Indemnifying Party, with the fees and expenses
of such counsel to be paid by such Indemnifying Party if, based
upon the written opinion of counsel of such Indemnified Party,
representation of both parties by the same counsel would be
inappropriate due to
9
actual or potential differing interests between them. No
Indemnifying Party shall, without the prior written consent of
the Indemnified Party, consent to entry of judgment or effect
any settlement of any claim or pending or threatened proceeding
in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such judgment or settlement includes
an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If the indemnification provided for in the
foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any
Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to
reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions
which resulted in such loss, claim, damage, liability or action,
as well as any other relevant equitable considerations. The
relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material
fact relates to information supplied by such Indemnified Party
or such Indemnifying Party and the parties’ relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
4.4.2 The parties hereto agree that it would not be
just and equitable if contribution pursuant to this
Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of
the equitable considerations referred to in the immediately
preceding Section.
4.4.3 The amount paid or payable by an Indemnified
Party as a result of any loss, claim, damage, liability or
action referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified
Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
Section 4.4, no holder of Registrable Securities shall be
required to contribute any amount in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees,
discounts, commissions or taxes) actually received by such
holder from the sale of Registrable Securities which gave rise
to such contribution obligation. 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.
5. UNDERWRITING AND DISTRIBUTION.
5.1 Rule 144. The
Company covenants that it shall file any reports required to be
filed by it under the Securities Act and the Exchange Act and
shall take such further action as the holders of Registrable
Securities may reasonably request, 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 exemptions provided by Rule 144 under
the Securities Act, as such Rule may be amended from time to
time, or any similar Rule or regulation hereafter adopted by the
Commission.
6. MISCELLANEOUS.
6.1 Assignment; No Third Party
Beneficiaries. This Agreement and the rights,
duties and obligations of the Company hereunder may not be
assigned or delegated by the Company in whole or in part. This
Agreement and the rights, duties and obligations of the holders
of Registrable Securities hereunder may be freely assigned or
delegated by such holder of Registrable Securities in
conjunction with and to the extent of any transfer of
Registrable Securities by any such holder. This Agreement and
the provisions hereof shall be binding upon and shall inure to
the benefit of each of the parties and their respective
successors, and the permitted assigns of the Stockholder or
holder of Registrable Securities or of any assignee of the
Stockholder or holder of Registrable Securities. The Company
acknowledges that the Registerable Securities may be held from
time to time by an escrow agent pursuant to the Escrow Agreement
and specifically consents to the exercise of the rights of the
Stockholders under this Agreement in the manner described in the
Escrow Agreement. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto
other than as expressly set forth in Article 4 and this
Section 6.1.
10
6.2 Notices. All notices,
demands, requests, consents, approvals or other communications
(collectively, “Notices”) required or
permitted to be given hereunder or which are given with respect
to this Agreement shall be in writing and shall be personally
served, delivered by reputable air courier service with charges
prepaid, or transmitted by hand delivery, telegram, telex or
facsimile, addressed as set forth below, or to such other
address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of
service or transmission if personally served or transmitted by
telegram, telex or facsimile; provided, that if such service or
transmission is not on a business day or is after normal
business hours, then such notice shall be deemed given on the
next business day. Notice otherwise sent as provided herein
shall be deemed given on the next business day following timely
delivery of such notice to a reputable air courier service with
an order for
next-day
delivery.
To the Company:
JK Acquisition Corp.
0000 Xxxx Xxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attn: President
0000 Xxxx Xxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attn: President
with a copy to:
Xxxxxx Xxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
To a Stockholder, to:
The address of such Stockholder as set forth on the signature
pages hereto
with a copy to:
Catalyst/Hall Growth Capital Management Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
SG-Directional, LLC
X.X. Xxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
X.X. Xxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
Xxxxxxxx, Xxxxxxxx & Xxxxx, P.C.
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxx, Esq.
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxx, Esq.
6.3 Severability. This
Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of
any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible that is valid and
enforceable.
6.4 Counterparts. This
Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
11
6.5 Entire Agreement. This
Agreement (including all agreements entered into pursuant hereto
and all certificates and instruments delivered pursuant hereto
and thereto) constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings,
negotiations and discussions between the parties, whether oral
or written.
6.6 Modifications and
Amendments. No amendment, modification or
termination of this Agreement shall be binding upon any party
unless executed in writing by such party.
6.7 Titles and
Headings. Titles and headings of sections of
this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.
6.8 Waivers and
Extensions. Any party to this Agreement may
waive any right, breach or default which such party has the
right to waive, provided that such waiver will not be effective
against the waiving party unless it is in writing, is signed by
such party, and specifically refers to this Agreement. Waivers
may be made in advance or after the right waived has arisen or
the breach or default waived has occurred. Any waiver may be
conditional. No waiver of any breach of any agreement or
provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof or of any other agreement
or provision herein contained. No waiver or extension of time
for performance of any obligations or acts shall be deemed a
waiver or extension of the time for performance of any other
obligations or acts.
6.9 Remedies Cumulative. In
the event that the Company fails to observe or perform any
covenant or agreement to be observed or performed under this
Agreement, the Stockholder or any other holder of Registrable
Securities may proceed to protect and enforce its rights by suit
in equity or action at law, whether for specific performance of
any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of
any power granted in this Agreement or to enforce any other
legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the
rights, powers or remedies conferred under this Agreement shall
be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or
remedy, whether conferred by this Agreement or now or hereafter
available at law, in equity, by statute or otherwise.
6.10 Governing Law. This
Agreement shall be governed by, interpreted under, and construed
in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed within the
State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the
substantive laws of any other jurisdiction.
6.11 Waiver of Trial by
Jury. Each party hereby irrevocably and
unconditionally waives the right to a trial by jury in any
action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated
hereby, or the actions of the Stockholders in the negotiation,
administration, performance or enforcement hereof.
[Remainder
of this page intentionally left blank; signature pages
follows.]
12
IN WITNESS WHEREOF, the parties have caused this Registration
Rights Agreement to be executed and delivered by their duly
authorized representatives as of the date first written above.
By: Xxxxx X. Xxxxxxxxxxx, President
CATALYST/HALL GROWTH CAPITAL MANAGEMENT CO., LLC (as the
Members’ Representative)
By: Xxxx Xxxxxxx, President
SG-DIRECTIONAL, LLC
(as the Members’ Representative)
By: The Xxxxxxxx Group, LLC,
Its
Manager
| By: |
|
| Name: |
Xxxxxx X. Xxxxx Title: Senior Vice President |
STOCKHOLDERS:
SG-DIRECTIONAL, LLC
| By: | The Xxxxxxxx Group, LLC |
Its Manager
| By: |
|
| Name: | Xxxxxx X. Xxxxx |
| Title: | Senior Vice President |
Address for Notices:
Registration Rights Agreement — Signature Pages
SG-Directional, LLC
X.X. Xxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
X.X. Xxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
CATALYST/HALL GROWTH CAPITAL, LP
| By: | Catalyst/Hall Growth Capital Management |
Co., LLC
Its sole general partner
| By: |
|
| Name: | Xxxx Xxxxxxx |
| Title: | President |
Address for Notices:
c/o Catalyst/Hall
Growth Capital Management
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
CATALYST/HALL PRIVATE EQUITY, LP
| By: | Catalyst/Hall Private Equity Management |
Company, LLC
Its sole general partner
| By: |
|
| Name: | Xxxx Xxxxxxx |
| Title: | President |
Address for Notices:
Registration Rights Agreement — Signature Pages
c/o Catalyst/Hall
Growth Capital Management
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
CATALYST CAPITAL PARTNERS I, LTD.
| By: | The Catalyst Group, Inc. |
Its sole general partner
| By: |
|
| Name: | Xxxx Xxxxxxx |
| Title: | Vice President |
Address for Notices:
c/o Catalyst/Hall
Growth Capital Management
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
CATALYST CAPITAL PARTNERS II, LTD.
| By: | The Catalyst Group II, Inc. |
Its sole general partner
| By: |
|
| Name: | Xxxx Xxxxxxx |
| Title: | Vice President |
Address for Notices:
c/o Catalyst/Hall
Growth Capital Management
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
Co., LLC
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxx and Xxxx Xxxxxxx
Registration Rights Agreement — Signature Pages
CRF AIR, LLC
| By: |
|
| Name: | Xxx X. Xxxxxxxx |
| Title: | Manager |
Address for Notices:
[Address]
[Address]
[Facsimile No:]
[Address]
[Facsimile No:]
XXXXXX
X. XXXXXX
Address for Notices:
[Address]
[Address]
[Facsimile No:]
[Address]
[Facsimile No:]
XXXXX
XXXX
Address for Notices:
[Address]
[Address]
[Facsimile No:]
[Address]
[Facsimile No:]
XXXXX
XXXX
Address for Notices:
[Address]
[Address]
[Facsimile No:]
[Address]
[Facsimile No:]
Registration Rights Agreement — Signature Pages
XXXX
XXXXXXXX
Address for Notices:
[Address]
[Address]
[Facsimile No:]
[Address]
[Facsimile No:]
Registration Rights Agreement — Signature Pages
