REGISTRATION RIGHTS AGREEMENT
This Agreement, dated as of March ___, 1998, is entered into by and
among Aviation Sales Company, a Delaware corporation (the "Company"), and the
stockholders of the Company, who are more particularly identified on signature
pages attached hereto (collectively, the "Stockholders").
WHEREAS, the Company has entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of the date hereof, by and among the Company,
WHC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
the Company, and Whitehall Corporation, a Delaware corporation ("Whitehall");
and
WHEREAS, pursuant to the terms of the Merger Agreement, the
Stockholders shall receive an aggregate of _____ shares of Common Stock, $.001
par value per share (the "Common Stock"), of the Company, which are "restricted
securities" (as defined in Rule 144 under the Securities Act), and the Company
has agreed to provide the Stockholders with certain registration rights with
respect to such shares;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"COMMISSION" means the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
"COMMON STOCK" means the common stock, par value $.001 per
share, of the Company.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations
promulgated thereunder, all as the same shall be in effect at the time.
"MANAGING UNDERWRITERS" shall mean the investment bank or
investment bankers and the manager or managers that shall administer any
underwritten offering pursuant to this Agreement.
"REGISTRATION EXPENSES" means the expenses described in
Section 6.
"REGISTRABLE SHARES" shall mean shares of Common Stock issued
to the Stockholders pursuant to the Merger Agreement and any other shares of
capital stock of the Company issued in respect of such shares as a result of
stock splits, stock dividends, reclassification, recapitalizations, mergers,
consolidations or similar events. References in this Agreement to amounts or
percentages
of Registrable Shares as of or on any particular date shall be deemed to refer
to amounts or percentages after giving effect to any applicable events
contemplated by the preceding sentence.
"REGISTRATION STATEMENT" shall mean any registration statement
of the Company, including, without limitation, a Shelf Registration Statement,
on any form (to be selected by the Company) for which the Company then qualifies
and which permits the secondary resale thereunder of Registrable Shares. The
term Registration Statement shall also include all exhibits and financial
statements and schedules and documents incorporated by reference in such
Registration Statement when it becomes effective under the Securities Act, and
in the case of the references to the Registration Statement as of a date
subsequent to the effective date, as amended or supplemented as of such date.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect at the time.
"SELLING STOCKHOLDER" shall mean any Stockholder whose
Registrable Shares are included at the request of such Stockholder in any
Registration Statement filed pursuant this Agreement.
"SHELF REGISTRATION" shall mean a registration effected
pursuant to Section 2.
"SHELF REGISTRATION STATEMENT" shall mean a "shelf"
registration statement pursuant to the provisions of Section 2 of this Agreement
of the Company, which covers any of the Registrable Shares, on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the Commission, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"STOCKHOLDER" shall mean a Stockholder (as defined in the
preamble to this Agreement) or any transferee of Registrable Shares, including,
without limitation, any affiliate of Cambridge Capital Fund, L.P. or Xxxxx Xxx,
X.X. if such transferee has executed a counterpart hereof at the time of the
transfer to such transferee, unless the Registrable Shares held by such
transferee are acquired in a public distribution pursuant to a registration
statement under the Securities Act.
2. SHELF REGISTRATION.
a. Within 30 days from the closing date of the Merger, the
Company shall prepare and file with the Commission a Shelf Registration
Statement for the offering and sale of Registrable Shares on a delayed or
continuous basis. The section of the Shelf Registration Statement entitled "Plan
of Distribution" shall be prepared in accordance with the requirements of Item
508 of Regulation S-K promulgated by the Commission under the Securities Act and
shall provide that the Registrable Shares may be distributed in the manner set
forth in the corresponding section of the
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Company's prospectus, dated December 4, 1997, included in the Company
Registration Statement on Form S-3 (No. 333-40429). Once the Company has filed
the Shelf Registration Statement, the Company shall use its commercially
reasonable best efforts to have the Commission declare the Shelf Registration
Statement effective. Upon the Shelf Registration Statement being declared
effective by the Commission, the Company will use its commercially reasonable
best efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended under the Securities Act until the date on which the
last of the Registrable Shares are eligible to be offered and sold without
registration under the Securities Act (and without volume or manner of sale
restrictions or limitations) (the "Effectiveness Period").
b. If at any time or from time to time any of the Selling
Stockholders desires to sell Registrable Shares covered by a Shelf Registration
Statement in an underwritten offering, the Managing Underwriters shall be
selected by the holders of a majority of the Registrable Shares included in such
offering; provided, that such Managing Underwriters shall be reasonably
satisfactory to the Company.
c. The Company shall not permit any securities other than
Registrable Shares to be included in the Shelf Registration Statement.
3. REQUIRED REGISTRATIONS.
a. Upon the Company's failure to file, to have declared
effective or to have maintained the effectiveness of a Shelf Registration
Statement throughout the Effectiveness Period, in accordance with the terms and
conditions of this Agreement (a "Shelf Registration Default"), the holder(s) of
a majority of the Registrable Shares shall have the right, any time after the
Shelf Registration Default, to request registration (a "Demand Registration")
under the Securities Act, of any and all Registrable Shares, upon the terms, and
subject to the conditions, set forth herein.
b. One or more Stockholders holding a majority of the
Registrable Shares may elect to exercise the right to request a Demand
Registration pursuant to this Section 3 by furnishing the Company with written
notice thereof (a "Demand Notice") which sets forth the number of Registrable
Shares requested to be registered and such Stockholder's intended method of
distribution of such Registrable Shares. Upon receipt by the Company of a Demand
Notice, the Company shall promptly notify each other Stockholder in writing of
the Demand Notice received by the Company. Upon receipt of such notice from the
Company (the "Company Notice"), each such Stockholder may give the Company a
written request to register all or some of such Stockholder's Registrable Shares
in the registration described in the Company Notice, provided that such written
request is given within twenty (20) days after the date on which the Company
Notice is given (with such request stating (i) the amount of Registrable Shares
to be included, (ii) such Stockholder's intended method of distribution of such
Registrable Shares and (iii) any other information reasonably requested by the
Company to properly effect the registration of such Registrable Shares). The
Company shall as soon as practicable after the date on which the Company Notice
is given, but in no event more than 45 days from receipt by the Company of the
Demand Notice, file with the Commission and use its
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commercially reasonable best efforts to promptly cause to become effective a
Registration Statement which shall cover the Registrable Shares specified in the
Demand Notice and in any written request from any other Stockholder received by
the Company within twenty (20) days from the date on which the Company Notice is
given.
c. If so requested by the Selling Stockholders who own a
majority of the Registrable Shares requesting registration, the public offering
or distribution of Registrable Shares pursuant to a Demand Registration shall be
pursuant to a firm commitment underwriting, the Managing Underwriters of which
shall be an investment banking firm selected and engaged by the Selling
Stockholders (subject to the approval of the Company, which approval shall not
be unreasonably withheld).
d. The Company shall not be required to effect more than two
registrations pursuant to this Section 3. In addition, the Company shall not be
required to effect any registration (other than on Form S-3 or any successor
form relating to secondary offerings) within 180 days after the effective date
of any other Registration Statement of the Company.
e. If at the time of any request to register Registrable
Shares pursuant to this Section 3, the Company is engaged or has fixed plans to
engage within 30 days of the time of the Demand Notice in a registered public
offering as to which the Stockholders may include Registrable Shares pursuant to
Section 4 or is engaged in any other activity which, in the good faith
determination of the Company's Board of Directors, would be adversely affected
by the requested registration to the material detriment of the Company, or such
registration would, in the good faith judgment of the Board, require a
disclosure which would be detrimental to the Company, then the Company may at
its option direct that such request be delayed for a period not in excess of six
months from the effective date of such offering or 180 days from the date of
commencement of such other material activity, as the case may be, such right to
delay a request to be exercised by the Company not more than once in any
18-month period.
4. PIGGY-BACK REGISTRATION.
a. Upon a Shelf Registration Default, the holders of the
Registrable Shares shall have piggy-back registration rights as provided for
herein. In the event that piggy-back rights are available hereunder, whenever
the Company proposes to file a Registration Statement (other than pursuant to
Section 3, on Form S-8 or relating to any registered exchange offer) it will,
prior to such filing, give written notice to all Stockholders of its intention
to do so and, upon the written request of a Stockholder or Stockholders given
within 20 days after the Company provides such notice (which request shall state
the intended method of disposition of such Registrable Shares), the Company
shall use its best efforts to cause all Registrable Shares which the Company has
been requested by such Stockholder or Stockholders to register to be registered
under the Securities Act to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified in
the request of such Stockholder or Stockholders; PROVIDED,
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HOWEVER, that the Company shall have the right postpone or withdraw any
registration effected pursuant to this Section 4 without any obligation to any
Stockholder whatsoever.
b. In connection with any registration under this Section 4
involving an underwritten offering, the Company shall not be required to include
any Registrable Shares in such registration unless the holders thereof accept
the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If, in the opinion of the Managing Underwriter, it
is appropriate because of marketing factors to limit the number of Registrable
Shares to be included in the offering, then the Company shall be required to
include in the registration only that number of Registrable Shares, if any,
which the Managing Underwriter believes should be included therein, and shall be
entitled to include before such Registrable Shares up to the number of shares of
Common Stock to be issued by the Company in the offering. If the number of
Registrable Shares to be included in the offering in accordance with the
foregoing is less than the total number of shares which the holders of
Registrable Shares have requested to be included, then the holders of
Registrable Shares who have requested registration and other holders of
securities entitled to be included in such registration shall participate in the
registration pro rata based upon their total ownership of shares of Common
Stock.
5. REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of this Agreement to use its best efforts to effect
the registration of any of the Registrable Shares under the Securities Act, the
Company shall:
a. prepare and file with the Commission a Registration
Statement with respect to such Registrable Shares and use its best efforts to
cause that Registration Statement to become and remain effective;
b. as expeditiously as possible prepare and file with the
Commission any amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to keep
the Registration Statement effective, in the case of a firm commitment
underwritten public offering, until each underwriter has completed the
distribution of all securities purchased by it but not more than 9 months after
the effective date and, in the case of any other offering, until the earlier of
the sale of all Registrable Shares covered thereby or 120 days after the
effective date thereof; PROVIDED, HOWEVER, that with respect to a Shelf
Registration Statement pursuant to Section 2, the Company shall keep the Shelf
Registration Effective during the entire Effectiveness Period;
c. as expeditiously as possible furnish to each Selling
Stockholder such reasonable numbers of copies of the prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as the Selling Stockholder may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Shares owned by the selling Stockholder; and
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d. as expeditiously as possible use its best efforts to
register or qualify the Registrable Shares covered by the Registration Statement
under the securities or blue sky laws of such states as the Selling Stockholders
shall reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the Selling Stockholders to consummate the
public sale or other disposition in such states of the Registrable Shares owned
by the selling Stockholder; PROVIDED, HOWEVER, that the Company shall not be
required in connection with this paragraph (d) to qualify as a foreign
corporation or execute a general consent to service of process in any
jurisdiction.
e. in the case of a Shelf Registration, make available for
inspection by special counsel to the Selling Stockholders ("Special Counsel")
and any Managing Underwriters and their counsel all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records") as shall be reasonably necessary to enable the Stockholders and such
Managing Underwriters to exercise their due diligence responsibility, and cause
the officers, directors and employees of the Company to supply all information
reasonably requested by Special Counsel, such Managing Underwriters and their
counsel in connection with such Registration Statement. Records which the
Company determines, in good faith, to be confidential and as to which it
notifies Special Counsel, any Managing Underwrites and their counsel are
confidential shall not be disclosed by such counsel or such Managing
Underwriters unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in the Registration Statement and such
counsel has given the Company prior written notice of the proposed release and
has afforded the Company an opportunity to amend the Registration Statement, (b)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction and such counsel has given the Company
prior written notice of the proposed release pursuant to such subpoena or other
order and has afforded the Company an opportunity to contest the same, (c) the
disclosure of such Records is required by any governmental regulatory body with
jurisdiction over any Selling Stockholder whose Registrable Shares are covered
by such Registration Statement and such counsel has provided prior written
notice to the Company of the proposed disclosure and has afforded the Company an
opportunity to contest the same or (d) the information contained in such Records
has already become public other than through the fault of such counsel or such
Managing Underwriters;
If the Company has delivered preliminary or final prospectuses to the
Selling Stockholders and after having done so the prospectus is amended to
comply with the requirements of the Securities Act, the Company shall promptly
notify the Selling Stockholders and, if requested, the Selling Stockholders
shall immediately cease making offers of Registrable Shares and return all
prospectuses to the Company. The Company shall promptly provide the Selling
Stockholders with revised prospectuses and, following receipt of the revised
prospectuses, the Selling Stockholders shall be free to resume making offers of
the Registrable Shares.
6. ALLOCATION OF EXPENSES. The Company will pay all Registration
Expenses of all registrations under this Agreement. For purposes of this Section
6, the term "Registration Expenses" shall mean all expenses to be incurred by
the Company in complying with this Agreement, including,
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without limitation, all registration and filing fees, exchange listing fees,
printing expenses, fees and expenses of counsel for the Company, state blue sky
fees and expenses, and the expense of any special audits incident to or required
by any such registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of Selling Stockholders' Special Counsel.
7. INDEMNIFICATION AND CONTRIBUTION.
a. In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless the Selling Stockholder of such Registrable Shares,
each underwriter of such Registrable Shares, and each other person, if any, who
controls such Selling Stockholder or underwriter within the meaning of the
Securities Act or the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which such Selling Stockholder, underwriter or
controlling person may become subject under the Securities Act, the Exchange
Act, state securities or blue sky laws or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement under which such Registrable Shares
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arise out of or are based upon the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and the Company will
reimburse such Selling Stockholder, underwriter and each such controlling person
for any legal or any other expenses reasonably incurred by such Selling
Stockholder, underwriter or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action; PROVIDED,
HOWEVER, that the Company will 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
untrue statement or omission made in such Registration Statement, preliminary
prospectus or final prospectus, or any such amendment or supplement, (i) in
reliance upon and in conformity with information furnished to the Company, in
writing, by or on behalf of such Selling Stockholder, underwriter or controlling
person specifically for use in the preparation thereof or (ii) which untrue
statement was corrected by the Company and delivered to the Selling Stockholder
prior to consummation of the sale by the Selling Stockholder resulting in such
loss, claim, damage or liability.
b. In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder of Registrable Shares, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors and officers and each
underwriter (if any) and each person, if any, who controls the Company or any
such underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company, such directors and officers, underwriter or controlling person may
become subject under the Securities Act, Exchange Act, state securities or blue
sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material
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fact contained in any Registration Statement under which such Registrable Shares
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided that such
statement or omission was made in reliance upon and in conformity with
information relating to such Selling Stockholder furnished in writing to the
Company by and on behalf of such Selling Stockholder specifically for use in
connection with the preparation of such Registration Statement, prospectus,
amendment or supplement; PROVIDED, HOWEVER, that the obligations of such Selling
Stockholders hereunder shall be limited to an amount equal to the proceeds to
each Selling Stockholder of Registrable Shares sold in connection with such
registration.
c. Each party entitled to indemnification under this Section 7
(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, HOWEVER, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); 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 Section 7, except to the extent
that such delay prejudices such indemnifying party. The Indemnified Party may
participate in such defense at such party's expense; PROVIDED, HOWEVER, that the
Indemnifying Party shall pay such expense 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 the Indemnified Party and
any other party represented by such counsel in such proceeding. 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 of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party.
d. If the indemnification provided for under this Section 7 is
unavailable to or insufficient to hold the Indemnified Party harmless under
subparagraphs (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein for any reason
other than as specified therein, then the Indemnifying Party shall contribute to
the amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Party on the one hand and such Indemnified Party on the other from
the subject offering or distribution or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Indemnifying Party on the one
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hand and such Indemnified Party on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative benefits received by the Indemnifying Party on the
one hand and the Indemnified Party on the other hand shall be deemed to be in
the same proportion as the net proceeds of the offering or other distribution
(after deducting expenses) received by the Indemnifying Party bears to the net
proceeds of the offering or other distribution (after deducting expenses)
received by the Indemnified Party. The relative fault 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 (or omitted to be supplied by) the Company or
the Selling Stockholder, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
the relative benefits received by each party from the sale of the Registrable
Shares and any other equitable considerations appropriate under the
circumstances. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. 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.
8. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING. In the event
that Registrable Shares are sold pursuant to a Registration Statement in an
underwritten offering pursuant to Section 2 or 3, the Company agrees to (i)
enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements to be
performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering,
and (ii) provide such other documents and agreements customarily delivered by an
issuer in an underwritten public offering, including, without limitation,
customary opinions of counsel and accountant "cold comfort" letters.
9. INFORMATION BY STOCKHOLDER. Each Stockholder including Registrable
Shares in any registration shall furnish to the Company such information
regarding such Stockholder and the distribution proposed by such Stockholder as
the Company may reasonably request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Agreement.
10. TERMINATION. All of the Company's obligations to register
Registrable Shares under this Agreement shall terminate on the tenth anniversary
of this Agreement.
11. GENERAL.
a. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given if sent by registered or certified
9
mail, first class postage prepaid, return receipt requested, to the address of
such parties set forth on the signature pages of this Agreement or such other
future address as may be specified by any party by notice to all of the other
parties. Such communications may also be given by personal delivery, by
facsimile or by regular mail, but shall be effective only if and when actually
received.
b. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
c. AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended with the written consent of the Company and each of the Stockholders. No
waivers of or exceptions to any term, condition or provision of this Agreement,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision. A party hereto
may waive the performance of any covenant for its benefit (either generally or
in a particular instance and either retroactively or prospectively), PROVIDED,
HOWEVER, that no such waiver shall be effective unless in writing and signed by
such party.
d. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
e. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
f. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
g. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns and transferees of each
of the parties hereto.
* * * *
[SIGNATURES ON THE FOLLOWING PAGES]
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IN WITNESS WHEREOF, the Company and the Stockholders have executed this
Agreement this _____ day of _________, 1998.
COMPANY
AVIATION SALES COMPANY
By:
------------------------------------------
Xxxx X. Xxxxx, President
ADDRESS FOR NOTICE:
0000 X.X. 00xx Xx.
Xxxxx, Xxxxxxx 00000
Telecopy: (000) 000-0000
WITH A COPY TO:
Akerman, Senterfitt & Xxxxxx, P.A.
0 X.X. Xxxxx Xxx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
STOCKHOLDERS
CAMBRIDGE CAPITAL FUND L.P.
By:
------------------------------------------
Xxxxxx X. Xxxxx, General Partner
ADDRESS FOR NOTICE:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (212) _________
11
WITH A COPY TO:
Xxxxx & Xxxxx, L.L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX
Attention: Xxx X. Xxxxxxx, Esq.
XXXXX XXX, X.X.
By:
----------------------------------
Xxxxxx X. Xxxxx, General Partner
ADDRESS FOR NOTICE:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (212) _________
WITH A COPY TO:
Xxxxx & Xxxxx, L.L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX
Attention: Xxx X. Xxxxxxx, Esq.
-------------------------------
Xxxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
-------------------------------
Xxxx X. XxXxxx, Xx.
12
-------------------------------
Xxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxx
-------------------------------
Xxxx X. Xxxxxx
13
EXHIBIT A
STOCKHOLDERS REGISTRABLE SHARES
------------ ------------------
Cambridge Capital Fund, X.X.
Xxxxx Xxx, X.X.
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxx, Xx.
Xxxx X. Xxxxxx
Xxxxx X. Xxxxx
Xxxx X. Xxxxxx
Total
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