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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT"), dated as of December
3, 1997, is entered into by and among Integrated Silicon Solution, Inc., a
Delaware corporation (the "COMPANY"), and the shareholders listed on the
signature pages hereto (collectively, the "SHAREHOLDERS").
R E C I T A L S
A. Pursuant to the merger (the "MERGER") of NexCom Technology, Inc., a
California corporation ("NEXCOM"), with and into the Company as contemplated by
that certain Agreement and Plan of Reorganization dated as of November 5, 1997
(the "REORGANIZATION AGREEMENT") the Shareholders will be issued up to an
aggregate of 772,693 shares of the Company's Common Stock (the "SHARES").
B. The execution of this Agreement is a condition to the closing of the
transactions contemplated by the Reorganization Agreement.
C. The Shareholders and the Company desire that the transactions
contemplated by the Reorganization Agreement be consummated.
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"COMMON STOCK" shall mean the common stock of the Company.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"HOLDER" shall mean any holder of outstanding Registrable Securities.
The terms "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRABLE SECURITIES" shall mean the Shares issued to the
Shareholders in the Merger; provided, however, that Registrable Securities shall
not include (a) any shares of Common Stock which have previously been sold to
the public, or (b) any Shares which may be sold by a Holder pursuant to
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Rule 144 under the Securities Act within any three (3) month period if such
securities then held by such Holder constitute less than one percent (1%) of the
Company's then outstanding equity securities.
"REGISTRATION EXPENSES" shall mean all expenses (excluding underwriting
discounts and selling commissions) incurred in connection with a registration
under Section 5 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the reasonable fees and expenses (not
to exceed $10,000) of one counsel for the Shareholders.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and any other
expenses which are not Registration Expenses.
2. Restrictions on Transferability. The Shares shall not be transferred
except upon the conditions specified in this Agreement, which conditions are
intended to insure compliance with the provisions of the Securities Act. Each
Shareholder will cause any proposed transferee of Shares held by that
Shareholder to agree to take and hold those securities subject to the provisions
and upon the conditions specified in this Agreement.
3. Restrictive Legend. Each certificate representing (i) the Shares, and
(ii) any other securities issued in respect of the Shares upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted or unless the securities evidenced by such
certificate shall have been registered under the Securities Act) be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES
MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE
AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR
TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION.
Upon request of a holder of such a certificate, the Company shall
remove the foregoing legend from the certificate or issue to such holder a new
certificate therefor free of any transfer legend, if, with such request, the
Company shall have received either the opinion referred to in Section 4(i) or
the "no-action" letter referred to in Section 4(ii) to the effect that any
transfer by such holder of the securities evidenced by such certificate will not
violate the Securities Act and applicable state securities laws, unless
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any such transfer legend may be removed pursuant to Rule 144(k), in which
case no such opinion or "no-action" letter shall be required.
4. Notice of Proposed Transfers. The holder of each certificate
representing Shares by acceptance thereof agrees to comply in all respects with
the provisions of this Section 4. Prior to any proposed transfer of any Shares
(other than under circumstances described in Section 5 hereof), the holder
thereof shall give written notice to the Company of such holder's intention to
effect such transfer. Each such notice shall describe the manner and
circumstances of the proposed transfer in sufficient detail, and shall be
accompanied by either (i) a written opinion of legal counsel to the holder who
shall be reasonably satisfactory to the Company, addressed to the Company and
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed transfer of the Shares may be effected without
registration under the Securities Act or (ii) a "no-action" letter from the
Commission to the effect that the distribution of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such Shares
shall be entitled to transfer such Shares in accordance with the terms of the
notice delivered by such holder to the Company. Each certificate evidencing the
Shares transferred as above provided shall bear the restrictive legend set forth
in Section 3 above.
5. Requested Registration.
(a) Request for Registration. The Company will use its diligent
best efforts to file a registration statement on Form S-3 with respect to the
Registrable Securities within ten (10) days following the closing of the Merger
so as to permit the sale of all of the Registrable Securities; provided that the
Company shall not be obligated to effect, or to take any action to effect, any
such registration pursuant to this Section 5:
(i) In any particular jurisdiction in which the
Company would be required to execute a general consent to
service of process in effecting such registration,
qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be
required by the Securities Act; or
(ii) After the Company has effected one (1) such
registration pursuant to this Section 5(a) and such
registration has been declared or ordered effective and
remained effective until the second anniversary of the Closing
Date (as defined in the Reorganization Agreement) of the
Merger.
The Holders acknowledge that the Company shall have no
obligation to participate in any underwriting with respect to the Registrable
Securities, and that the distribution will not be made pursuant to an
underwriting.
6. Expenses of Registration. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
this Agreement shall be borne by the Company, and all Selling Expenses shall be
borne by the holders of the securities so registered pro rata on the basis of
the number of their shares so registered.
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7. Registration Procedures. The Company will keep each Holder
advised as to the initiation of such registration and as to the completion
thereof. At its expense, the Company will (a) keep such registration effective
until the first anniversary of the Closing of the Merger, and (b) furnish such
number of prospectuses and other documents incident thereto as a Holder from
time to time may reasonably request.
8. Indemnification.
(a) The Company will indemnify each Holder against all claims,
losses, damages and liabilities arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement) incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, or any
violation by the Company of the Securities Act including any rule or regulation
thereunder applicable to the Company relating to action or inaction required of
the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement (or
alleged untrue statement) or omission (or alleged omission) based upon written
information furnished to the Company by such Holder for use therein.
(b) Each Holder will indemnify the Company, each of its
directors, officers and agents and each person who controls the Company within
the meaning of the Securities Act and the rules and regulations thereunder, each
other such Holder and each of their officers, directors and partners, and each
person controlling such Holder, against all claims, losses, damages and
liabilities arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, and will reimburse the Company and such Holders,
directors, officers, agents, partners, persons, underwriters or control persons
for any legal or any other expenses reasonably incurred in connection with
investigating of defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with information furnished to the Company by
such Holder for use therein.
(c) Each party entitled to indemnification under this Section
8 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense
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at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement, except to the extent
that the Indemnified Party is prejudiced thereby. No Indemnifying Party in the
defense of any such claim or litigation shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom. An Indemnified
Party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the Indemnifying Party, if representation of such Indemnified
Party by the counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential differing interests between such Indemnified Party
and any other party represented by such counsel in such proceeding, provided
that in no event shall the Indemnifying Party be required to pay the fees and
expenses of more than one such separate counsel for all Indemnified Parties.
(d) The obligations of the Company and Holders under this
Section 8 shall survive the completion of any offering of Registrable Securities
in a registration statement and the termination of this Agreement. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
9. Information by Holder. Each Holder shall furnish to the
Company such information regarding such Holder as the Company may reasonably
request and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement. If a Holder does not
provide all such information within seven (7) days following the Company's
receipt of the request from the Initiating Holders, the Company shall have no
obligation to register the Registrable Securities held by such holder, and such
Holder's rights hereunder shall terminate.
10. No Transfer of Registration Rights. The rights to cause the
Company to register Shareholder's securities granted to Shareholder by the
Company hereunder may not be transferred or assigned without the prior written
consent of the Company.
11. Governing Law. This Agreement and the legal relations among
the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of California. The parties hereto agree to submit to
the jurisdiction of the federal and state courts of the State of California with
respect to the breach or interpretation of this Agreement or the enforcement of
any and all rights, duties, liabilities, obligations, powers, and other
relations between the parties arising under this Agreement.
12. Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties regarding rights to
registration. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.
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13. Notices, Etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or otherwise delivered by hand or by messenger, addressed (a)
if to a Shareholder, at the address set forth on Exhibit A attached hereto, or
at such other address as the Shareholder shall have furnished to the other
parties hereto in writing, or (b) if to any other holder of any securities, at
such address as such holder shall have furnished the other parties hereto in
writing, or, until any such holder so furnishes an address to the Company, then
to and at the address of the last holder of such Shares who has so furnished an
address to the Company, or (c) if to the Company, at the address of its
principal offices set forth on the signature page of this Agreement, or at such
other address as the Company shall have furnished to the other parties hereto in
writing.
14. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.
15. Amendments. Any provision of this Agreement may be amended, waived
or modified upon the written consent of (i) the Company, and (ii) the
Shareholders who then hold at least fifty percent (50%) of the Registrable
Securities then held by persons entitled to registration rights hereunder,
provided further, any such amendment, waiver or modification applies by its
terms to each applicable Shareholder and, provided further, that a Shareholder
may waive any of such Holder's rights or the Company's obligations hereunder
without obtaining the consent of any other Shareholder.
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
INTEGRATED SILICON SOLUTION, INC.
By: /s/ XXX XXXX
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Title: Vice President, Business Development
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Address: 0000 Xxxxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000-0000
SHAREHOLDERS
/s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
Address: 00000 Xxxxxxxxxxxxx Xx.
Xxxxxxxx, XX 00000
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XXXXXX XXXXXX 1996 TRUST U/T/A DATED
MAY 1, 1996
By:
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Address: x/x Xxxxxxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
XXXXX XXXXXX 1996 TRUST U/T/A DATED
MAY 1, 1996
By:
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Address: x/x Xxxxxxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Address: 0000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
XXXXXXXXX XXXX XXXXXXX 1996 TRUST
U/T/A DATED JULY 9, 1996
By: /s/ XXXXXX XXXXX
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Address: c/o Xxxxxx Xxxxx
0000 Xxxxx Xxxxxx, Xxx. 0
Xxx Xxxxxxxxx, XX 00000
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/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Address: 0000 Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
XXXXXX X. XXXXXXX 1996 TRUST U/T/A
DATED JULY 9, 1996
By: /s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
Address: c/o Xxxxxx Xxxxx
0000 Xxxxx Xxxxxx, Xxx. 0
Xxx Xxxxxxxxx, XX 00000
/s/ XXXXXX S. JAN
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Xxxxxx S. Jan
Address: 000 Xxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Address: 0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
/s/ XXXX XXXXX
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Xxxx Xxxxx
Address: 00000 Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
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/s/ XXXXXX XX
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Xxxxxx Xx
Address: 000X Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
/s/ PING-XXXX XXX
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Ping-Xxxx Xxx
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ XXXX X. XX
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Xxxx X. Xx
Address: 0000 Xxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXX X. XXXXXXXX
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Xxx X. Xxxxxxxx
Address: 0000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXXXXX XXXXXXXX
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Xxxxxxxxx Xxxxxxxx
Address: 0000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Address: 000 Xxxxxxx Xxxx.
Xxxxxx, XX 00000
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Xxxxxx X. Pan
Address: 00000 Xxxx Xxxxx
Xxxxxxx, XX 00000
/s/ KOLA XXXXXX XXXXXXXXXX
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Kola Xxxxxx Xxxxxxxxxx
Address: 0000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
Address: 15474 Via Xxxxxxx
Xxxxx Xxxxxx, XX 00000
/s/ XXXXXX XXXXXXXXX, XX.
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Xxxxxx Xxxxxxxxx, Xx.
Address: 00000 XxXxxxx Xxxxx
Xxxxxxxxx, XX 00000
/s/ XXXXXXXXX XXXXXXX
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Xxxxxxxxx Xxxxxxx
Address: 0000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
/s/ XXXX XXXXXX XXXXXX
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Xxxx Xxxxxx Xxxxxx
Address: 00000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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/x/ XXXX XXXXX XXXXX
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Asim Xxxxx Xxxxx
Address: 0000 Xxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Address: 0000 Xxxxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
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Aikwo Xxxx Xxxx
Address: 0000 Xxxxx Xxx
Xxx Xxxx, XX 00000
/s/ XXX XXXX
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Xxx Xxxx
Address: 0000 Xxxxx Xxxxxx, #00
Xxxxxxx, XX 00000
/s/ XXXX X. DO
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Xxxx X. Do
Address: 00000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
Address: 0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
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/s/ XXX XXXXXXXXXX
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Xxx Xxxxxxxxxx
Address: 0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Address: 0000 Xxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Address: 000 Xxxxxxx Xxxx
Xxx Xxxxx, XX 00000
/s/ XXXX XXXXX
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Xxxx Xxxxx
Xxxxxxx: 00-00-0 Xxxxx, Xxxxx
Xxxxxxxxx-Xxx, Xxxxx
Xxxxx Postal Code 185
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Tan-Le
Address: 000 Xxxxx Xxx Xxxxxx, #0
Xxxxxxxxx, XX 00000
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/s/ XXXXXXX XXX LI
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Xxxxxxx Xxx Li
Address: 0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
THE XXXXXX FAMILY TRUST DTD 4/25/97
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Address: c/o Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
/s/ XXX XXXXXX
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Xxx Xxxxxx
Address: 0000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ XXXXXXX XXX
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Xxxxxxx Xxx
Address: 00 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
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/s/ XXXXXXXX XXXXXXXXX
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Xxxxxxxx Xxxxxxxxx
Address: 00000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
/s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
Address: 0000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
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Xxxx Xxxxx
Address: 000 Xxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000-0000
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
/s/ HIDEYUKI TANIGAMI
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Hideyuki Tanigami
Address: c/o Marubun USA Corp.
0000 Xxxx Xxxx Xxxx
Xxxx. 0-000
Xxxxx Xxxx, XX 00000
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/s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
/s/ XXXXX VAN GENDEREN
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Xxxxx Van Genderen
Address: 0000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
/s/ XXXXX XX
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Xxxxx Xx
Address: 000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Address: 0000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
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/s/ XXXXX XXXX
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Xxxxx Xxxx
Address: 0000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Address: 0000 X. 0xx Xxxxxx, #00
Xxx Xxxx, XX 00000
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