EXHIBIT 10.71
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
March __, 1998, is by and among CONTIWEST CORPORATION, a Nevada corporation
(the "Purchaser"), and CROWN NORTHCORP, INC., a Delaware corporation (the
"Company").
WITNESSETH:
WHEREAS, the Purchaser desires to purchase one share of the Preferred
Stock and the Warrant from the Company on the date hereof; and
WHEREAS, the Company desires to encourage the Purchaser to purchase such
securities by granting to the Holders certain registration rights relating
thereto;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt, adequacy, and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. The following terms shall have the
following meanings:
"CERTIFICATE OF INCORPORATION" means the Restated Certificate of
Incorporation of the Company, as amended and as in effect on the date hereof.
"COMMON STOCK" means the Common Stock, par value $.01 per share, of the
Company.
"COMMISSION" means the Securities and Exchange Commission or any similar
federal agency then having jurisdiction to enforce the Securities Act and other
federal securities laws.
" EXERCISE SHARES" means the shares of Common Stock issuable upon
exercise of the Warrant.
"HOLDERS" means the owners of the Registrable Securities at the time of
determination.
"NASD" means the National Association of Securities Dealers, Inc. or any
successor corporation thereto.
"MARKET PRICE," with respect to any security, means:
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(a) if such security is traded on a securities exchange or through
Nasdaq National Market, the average of the closing prices of such security on
such exchange over the thirty-day period ending three days prior to the date
of determination;
(b) if such security is actively traded over-the counter, the average of
the closing bid or sales prices (whichever is applicable) of such security
over the thirty-day period ending three days prior to the date of
determination;
(c) If there is no active public market for such security, the fair
market value thereof as mutually determined by the Company and the Holders of
the securities at issue; PROVIDED, HOWEVER, that if the Company and such
Holders are unable to reach agreement as to such fair market value within 15
business days after such security is to be valued hereunder, then such fair
market value shall be conclusively determined as expeditiously as practicable
thereafter by an independent investment bank designed by mutual agreement of
the Company and such holders holding at least 50% of such securities at
issue; PROVIDED, HOWEVER, that if the Company and such holders fail to agree
upon the selection of such investment banker within 10 additional business
days, then such investment banker will be selected in a mediation proceeding
pursuant to Section 7(h).
"PERSON" means an individual or a corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, government (or any agency or political
subdivision thereof), or other entity of any kind.
"PREFERRED STOCK" means the Series BB Convertible Preferred Stock, par
value $.01 per share, of the Company.
"REGISTRABLE SECURITIES," collectively, means (i) the Shares, (ii) any
shares of Common Stock hereafter distributed to the Holders by the Company as
a stock dividend or otherwise thereon, and (iii) any equity securities of the
Company convertible into, or exercisable or exchangeable for, any of the
shares of Common Stock identified in the foregoing clauses (i) through (ii);
PROVIDED, HOWEVER, that any such securities shall cease to be Registrable
Securities when (i) such securities shall have been registered under the
Securities Act, the Registration Statement with respect to the sale of such
securities shall have become effective under the Securities Act, and such
securities shall have been disposed of pursuant to such effective
registration statement, (ii) such securities shall have been otherwise
transferred, if new certificates or other evidences of ownership for them not
bearing a legend restricting further transfer and not subject to any stop
transfer order or other restrictions on transfer shall have been delivered by
the Company and subsequent disposition of such securities shall not require
registration or qualification of such securities under the Securities Act or
any state securities law then in force, or (iii) such securities shall cease
to be outstanding.
"REGISTRATION PERIOD," with respect to any registration of Registrable
Securities, has the meaning ascribed thereto in Section 2(c)(1).
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"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rule and regulations of
the Commission thereunder, all as the same shall be in effect from time to
time.
"SHARES" mean the shares of Common Stock issuable upon conversion of the
Preferred Stock, and the Exercise Shares.
"STOCK" means all shares, options, warrants, general or limited
partnership interests, limited liability company membership interests,
participations, or other equivalents (regardless of how designated) of or in
a corporation, partnership, or equivalent entity, whether voting or
non-voting, including, without limitation, common stock, preferred stock, or
any other "equity security" (as such term is defined in Rule 3a-1 of the
General Rules and Regulations promulgated by the Commission under the
Securities Exchange Act).
"STOCK PURCHASE AGREEMENT" means that certain Stock Purchase Agreement,
dated as of even date herewith, between and among the Company and the
Purchaser.
"SUBSTANTIAL MARKET VALUE SECURITIES" shall mean Reduction Securities
not then saleable at the time of determination under Rule 144 of the
Securities Act and having a Market Price equal to or in excess of $250,000 at
the time of determination.
"WARRANT" means the Warrant No. ___, issued by the Company on the date
hereof, exercisable for the Exercise Shares.
SECTION 2. REGISTRATION RIGHTS.
(a) DEMAND REGISTRATION. From and after the earlier of the date that
is one calendar year after the date hereof, after receipt of a written
request from the Holders owning 50% of the Registrable Securities of each
class requesting that the Company effect the registration of all or a portion
of the Registrable Securities and specifying the intended method or methods
of disposition thereof (a "Holder Notice"), the Company shall, as
expeditiously as is possible, use its reasonable commercial efforts to effect
the registration for sale under the Securities Act of all shares of
Registrable Securities which the Company has been so requested to register by
such Holders, all to the extent required to permit the disposition (in
accordance with the intended method or methods thereof, as aforesaid) of such
Registrable Securities so registered; PROVIDED, HOWEVER, that the Company
shall not be required to effect more than one (1) registration of any
Registrable Securities pursuant to this Section 2(a) except as otherwise
expressly provided herein.
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If the managing underwriter of a proposed public offering shall advise
the Company in writing that, in its opinion, the distribution of the
Registrable Securities requested to be included in the registration
concurrently with the securities being registered by the Company or such
other registering security holders would materially and adversely affect the
distribution of such securities by the Company or such registering security
holders, then the Company may require all selling security holders (other
than the Company) to reduce the amount of securities each intended to
distribute through such offering on a pro rata basis; PROVIDED, HOWEVER, that
if the Company requires such reduction, and if Holders requesting such
registration pursuant to this Section 2(a) are unable to include in such
registration Registable Securities that they requested be included in such
registration in the related Holder Notice that constitute Substantial Market
Value Securities, due to such pro rata reduction (the Registrable Securities
that such Holder so requested to be included in such registration that were
not included in such registration due to such pro rata reduction being
referred to herein as the "Reduction Shares", and the registration in which
such reduction occurred being referred to herein as a "Failed Registration"),
then subject to the other provisions hereof applicable to a demand
registration the Holders of the Reduction Shares shall have the right,
exercisable commencing on the day that is two calendar months after the
termination of the Registration Period relating to the Failed Registration by
written notice sent to the Company by Holders of 50% of the Reduction Shares
(a "Repurchase/Register Notice"), to require the Company to elect (at the
Company's option) to either register the Reduction Shares otherwise pursuant
to this Section 2(a) or, if the foregoing offer to sell or resulting sale is
then lawful, to repurchase the Reduction Shares at the higher of (i) the
price per share for which Registrable Securities were actually sold in the
Failed Registration, or (ii) the Market Price on the date the
Repurchase/Register Notice is sent to the Company in compliance with this
Agreement; PROVIDED, HOWEVER, that the Holders shall not be deemed hereby or
thereby to have made any offer to sell to the Company that does not comply
with applicable law and the Company shall not be entitled or deemed to be
entitled to repurchase such Reduction Shares or to be offered the right to or
solicit the right to repurchase such Reduction Shares or deemed to have bid
for such Reduction Shares hereby or thereby if such repurchase, offer, or bid
would violate any applicable securities law; and PROVIDED FURTHER, HOWEVER,
that any such repurchase shall occur at such time within three calendar
months after the date that the Company receives the related
Repurchase/Register Notice subject to the other provisions of this
Section 2(a), and otherwise at such time and place as the Company may
determine, and each of the parties hereto agrees to execute and deliver such
agreements, instruments, and other documents, and to take such other actions,
as may be necessary or desirable to effect any such repurchase in compliance
with all applicable laws. The Company shall respond to such
Repurchase/Register Notice by written notice to the Purchaser within 30
business days after its receipt of the Repurchase/Register Notice (an
"Election Notice"), which Election Notice shall set forth whether the Company
desires to so register such Reduction Shares or to repurchase such Reduction
Shares; PROVIDED, HOWEVER, that the Company shall be deemed to have elected
to register such Reduction Shares if it does not give such notice within such
30 business day period. If the Company so elects to repurchase such
Reduction Shares, and if the Market Price requires an agreement of the
Company and such holders as to the fair market value of such Reduction
Shares, the consummation of such repurchase shall not be required to be
consummated until as soon as
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practicable after such fair market value has been determined as set forth in
the definition of Market Price set forth herein.
(b) INCIDENTAL REGISTRATION. If the Company at any time proposes to
file on its behalf and/or on behalf of any of its security holders (the
"registering security holders") a Registration Statement under the Securities
Act on any form (other than a Registration Statement on Form S-4 or S-8 or
any successor form for securities to be offered in a transaction of the type
referred to in Rule 145 under the Securities Act or to employees of the
Company pursuant to any employee benefit plan, respectively) for the general
registration of securities to be sold for cash with respect to its Common
Stock or any other class of equity security of the Company, it will give
written notice to the Purchaser and each other Holder of record known to it
at least 45 days before the initial filing with the Commission of such
Registration Statement, which notice shall set forth the intended method of
disposition of the securities proposed to be registered by the Company. The
notice shall offer to include in such filing the aggregate number of shares
of Registrable Securities as the Holders owning 50% or more of the
Registrable Securities of each class may request.
The Holders owning 50% or more of the Registrable Securities of each
class may advise the Company in writing within 20 days after the date of such
receipt of such offer from the Company, setting forth the amount of
Registrable Securities for which registration is so requested. The Company
shall thereupon include in such filing the number of shares of Registrable
Securities for which registration is so requested, subject to the next
sentence, and shall use its reasonable commercial efforts to effect
registration under the Securities Act of such shares. If the managing
underwriter of a proposed public offering shall advise the Company in writing
that, in its opinion, the distribution of the Registrable Securities
requested to be included in the registration concurrently with the securities
being registered by the Company or such registering security holder would
materially and adversely affect the distribution of such securities by the
Company or such registering security holder, then all selling security
holders (other than the Company) shall reduce the amount of securities each
intended to distribute through such offering on a pro rata basis.
Notwithstanding any provision of this Agreement to the contrary, the
Holders and the Purchaser, collectively, shall be entitled to include shares
of Registrable Securities in any registration of Stock pursuant to this
Section 2(b) on a maximum of three occasions.
(c) REGISTRATION PROCEDURES. If the Company is required by the
provisions of Section 2(a) or Section 2(b) to use its reasonable commercial
efforts to effect the registration of any of its securities under the
Securities Act, the Company will, as expeditiously as possible:
(i) prepare and file with the Commission a Registration
Statement with respect to such securities and use its reasonable commercial
efforts to cause such Registration Statement to become and remain effective
for a period of time required for the disposition of such securities by the
selling Holders, but not to exceed 180 days; provided, however that such time
shall be extended by the length of any period(s) during which such Holders
must suspend
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sales in order to permit the filing and effectiveness of any amendment or
supplement to the Registration Statement necessitated by an event not
precipitated by a Holder (such period, as it may be so extended with respect
to any registration, is referred to herein as the "Registration Period" with
respect to such registration);
(ii) prepare and file with the Commission such 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 to comply with the provisions of the Securities Act with
respect to the sale or other disposition of any securities covered by such
Registration Statement until the end of the related Registration Period;
(iii) furnish to each selling Holder such number of copies of a
summary prospectus or other prospectus (including any amendments or
supplements to any Registration Statement), including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such other documents as such Holder may reasonably request;
(iv) use its reasonable commercial efforts to register or qualify
the securities covered by such Registration Statement under such other
securities or blue sky laws of such jurisdictions within the United States
and Puerto Rico as the selling Holders shall request (PROVIDED, HOWEVER, that
the Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified
or to file any general consent to service of process), and do such other
reasonable acts and things as may be required of it to enable such Holders to
consummate the disposition in such jurisdiction of the securities covered by
such Registration Statement;
(v) enter into customary agreements (including 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;
(vi) otherwise use its reasonable commercial efforts to comply
with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, but not
less than 18 months after the effective date of the Registration Statement,
an earnings statement covering the period of at least 12 months beginning
with the first full month after the effective date of such Registration
Statement, which earnings statements shall satisfy the provisions of Section
11(a) of the Securities Act; and
(vii) promptly notify the Holders in writing of any amendment or
supplement to any related registration statement, the effectiveness of any
such registration statement, the issuance by the Commission of any stop order
with respect to any such registration statement, and any other correspondence
issued by the Commission with respect to any such registration statement or
any other action taken by the Commission with respect thereto.
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It shall be a condition precedent to the obligation of the Company to
take any action pursuant to this Section 2 in respect of the securities which
are to be registered at the request of any Holder that such Holder furnishes
to the Company such information regarding the securities held by such Holder
and the intended method of disposition thereof as the Company shall
reasonably request and as shall be required under the Securities Act in
connection with the action taken by the Company and that such Holder shall
execute such agreements, instruments, and other documents in connection with
such registration (including, without limitation, an escrow agreement
relating to such securities) as the Company may reasonably request.
SECTION 3. REGISTRATION EXPENSES. All expenses incurred in complying
with Section 2 of this Agreement, including, without limitation, all
registration and filing fees (including all expenses incident to filing with
the NASD), printing expenses, fees and disbursements of counsel for the
Company, expense of any special audits incident to or required by such
registration, time charges of Company personnel, and expenses of complying
with the securities or blue sky laws of any jurisdictions pursuant to Section
2(c), shall be paid by the Company, except that:
(a) all such expenses in connection with any amendment or supplement to
the Registration Statement or prospectus filed more than 120 days after the
effective date of such Registration Statement because any Holder has not
effected the disposition of the securities it requested to be registered
(other than Reduction Shares) shall be paid by such Holder; PROVIDED,
HOWEVER, that such 120 day period shall be extended by the length of any
period(s) during which the selling Holders must suspend sales to permit the
filing and effectiveness of any amendment or supplement to the Registration
Statement necessitated by an event not precipitated by any Holder;
(b) the Company shall not be liable for any fees, discounts, or
commissions to any underwriter in respect of the securities sold by any of
the Holders; and
(c) the Company shall only be liable in any offering for any fees or
expenses of one counsel to all selling security holders in such offering.
SECTION 4. INDEMNIFICATION AND CONTRIBUTION. (a) In the event of any
registration of any Registrable Securities under the Securities Act pursuant
to this Agreement, the Company shall indemnify and hold harmless the Holders,
their directors and officers, and each other Person (including each
underwriter) who participated in the offering of such Registrable Securities
and each other Person, if any, who controls a Holder or such participating
person within the meaning of the Securities Act, against any losses, claims,
damages, or liabilities, joint or several, to which any of the Holders or any
such director or officer or participating person or controlling person may
become subject under the Securities Act or any other statute or at common
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any alleged untrue
statement of any material fact contained, on the effective date thereof, in
any Registration Statement under which such
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securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereto, or (ii) any alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse the Holders or such director,
officer, or participating person or controlling person for any legal or any
other expenses reasonably incurred by such Person in connection with
investigating or defending any such loss, claim, damage, or liability;
PROVIDED, HOWEVER, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, or liability arises out of or
is based upon any alleged untrue statement or alleged omission made (x) in
such Registration Statement, preliminary prospectus, prospectus, or amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Holder, any other selling
security holder other than the Company, or such underwriter specifically for
use therein, or (y) in such Registration Statement, preliminary prospectus,
or amendment or supplement but corrected in such final prospectus if the
Company complied with its obligations pursuant to Section 2(c)(iii) with
respect to the related selling Holder but such final prospectus was not
delivered to the Person alleging such loss, claim, damage, or liability.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder or such director, officer,
or participating person or controlling Person, and shall survive the transfer
of such securities by the Holder.
(b) The Purchaser and each other Holder, by its acceptance of any of
the Registrable Securities, agrees to indemnify and hold harmless the
Company, its directors and officers, and each other Person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages, or liabilities, joint or several, to which the
Company or any such director or officer or any such Person may become subject
under the Securities Act or any other statute or at common law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon information in writing provided to the Company
by or on behalf of such Holder specifically for use in the following
documents (and not corrected by or on behalf of such Holder in a written
notice actually received by the Company prior to the effective date thereof),
in any Registration Statement under which securities were registered under
the Securities Act at the request of the Holder, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereto.
(c) If the indemnification provided for in this Section 4 from the
indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities, or expenses referred to
therein, then the 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 losses, claims, damages, liabilities,
or expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities,
or expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a
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material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party
or indemnified parties, as well as the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities, and expenses referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 4(c) 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
paragraph. 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 also guilty of such fraudulent
misrepresentation.
SECTION 5. RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may permit
the sale of restricted securities (as that term is used in Rule 144 or any
successor rule under the Securities Act) to the public without registration,
the Company agrees to:
(a) make and keep public information available pursuant to Rule 144(c)
under the Securities Act;
(b) use its reasonable commercial efforts to file with the Commission
in a timely manner all reports and other documents required of the Company
under the Securities Act and the Securities Exchange Act at any time after it
has become subject to such reporting requirements; and
(c) so long as the Purchaser owns any restricted securities, furnish to
the Purchaser forthwith upon request a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 (or any successor
rule), and of the Securities Act and the Securities Exchange Act, a copy of
the most recent annual or quarterly report of the Company, and such other
reports and documents so filed by the Company as the Purchaser may reasonably
request in availing itself of any rule or regulation of the Commission
allowing the Purchaser to sell any such securities without registration.
SECTION 6. MISCELLANEOUS
(a) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified, or supplemented,
and waivers or consents to departure from the provisions thereof may not be
given, without the prior written consent of the parties hereto.
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(b) NOTICES. Any notice, demand, request, consent, approval,
declaration, or other communication hereunder to be made pursuant to the
provisions of this Agreement, shall be sufficiently given or made if in
writing and either delivered in person with receipt acknowledged or sent by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
(i) If to any Holder or to the Purchaser:
ContiWest Corporation
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Counsel
With a copy to:
Xxxxxxx Xxxxxxxx & Xxxx
XxxXxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. X. Xxxx, Esq.
(ii) If to the Company:
Crown NorthCorp, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
With a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxx, Esq.
The giving of any notice required hereunder may be waived in writing by the
party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery, or other communication hereunder
shall be deemed to have been duly given or served on the date on which
personally delivered, with receipt acknowledged, or three (3) business days
after the same shall have been deposited in the United States mail.
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties hereto. This
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Agreement may be assigned by the Company to any successor to the Company
without the consent of any Holder. The rights of the Company pursuant to
Section 2(a) to repurchase Reduction Shares may be assigned, in whole or in
part, without the consent of any Holder; PROVIDED, HOWEVER, that the Company
shall remain liable for the performance of its obligations under Section
2(a). This Agreement may not otherwise be assigned by the Company without the
prior written consent of the Purchaser, which consent shall not be
unreasonably delayed or withheld. Subject to compliance with any applicable
securities laws, the Purchaser may assign all or any part of its rights
hereunder in connection with any transfer, assignment, sale or conveyance of
all or any portion of its Registrable Securities.
(d) HEADINGS. The headings in this Agreement are for convenience of
reference only, and shall not limit or otherwise affect the meaning thereof.
(e) GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware, without regard to the conflict of law provisions thereof.
(f) SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
(g) ENTIRE AGREEMENT. This Agreement represents the complete agreement
and understanding of the parties in respect of the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter hereof.
(h) MEDIATION. The parties hereto agree to attempt in good faith to
resolve any controversy or claim arising out of or relating to this Agreement
by mediation in such manner as shall be chosen by the parties hereto;
provided, however, that nothing shall prevent the parties from settling any
dispute by mutual agreement at any time; and provided further, however, that
either party hereto shall be entitled to litigate any such dispute before a
court of competent jurisdiction in the event that such dispute is not
resolved in such mediation within 30 days after such mediation commences.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
CONTIWEST CORPORATION
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: President
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President, Treasurer
& Secretary
CROWN NORTHCORP, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman & CEO
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