REGISTRATION RIGHTS AGREEMENT
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(PREFERRED STOCK)
This Registration Rights Agreement (this "Agreement"), is entered into as
of January 31, 2001, by and among SafeGuard Health Enterprises, Inc., a Delaware
corporation (the "Company"), and those certain stockholders of the Company
listed on Schedule 1 attached hereto (collectively, the "Investors").
WITNESSETH:
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WHEREAS, the Investors have acquired on the date hereof certain shares of
Preferred Stock of the Company pursuant to that Term Sheet Agreement dated as of
March 1, 2000 by and between the Company and certain of the Investors (the "Term
Sheet Agreement"); and
WHEREAS, pursuant to the Term Sheet Agreement, the Company agreed to grant
certain registration rights with respect to the Common Stock of the Company
issuable upon conversion of such shares of Preferred Stock on and subject to the
terms and conditions hereinafter set forth;
NOW THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions.
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"Commission" means the Securities and Exchange Commission.
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"Common Stock" means the Common Stock, $.01 par value, of the Company.
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"Conversion Shares" means any shares of Common Stock issuable or issued
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upon conversion of the Preferred Stock.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
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"Holder" means an Investor or any transferee of an Investor owning any
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shares of Preferred Stock or Conversion Shares or any assignee or transferee of
a Registrable Security.
"Preferred Stock" means collectively the Series A Preferred Stock, Series B
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Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the
Company issued to the Investors pursuant to the terms of the Term Sheet
Agreement.
"Registrable Security" or "Registrable Securities" means (i) any Conversion
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Shares that have been or may be issued pursuant to the conversion of the
Preferred Stock and (ii) any Common Stock issued as a dividend or other
distribution with respect to or in exchange for or in replacement of the
Preferred Stock or the Conversion Shares. Any Registrable Security will cease
to be a Registrable Security when (i) a registration statement covering such
Registrable Security has been declared effective by the Commission and the
Registrable Security has been disposed of pursuant to such effective
registration statement, (ii) the Registrable Security is sold under
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circumstances in which all of the applicable conditions of Rule 144 (or any
similar provisions then in force) under the Securities Act are met or (iii) the
Registrable Security has been otherwise transferred, the Company has delivered a
new certificate or other evidence of ownership for the Registrable Security not
bearing a legend restricting further transfer, and the Registrable Security may
be resold without subsequent registration under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
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"Underwriter" means a securities dealer which purchases any Registrable
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Securities as a principal and not as part of market-making activities as a
dealer.
2. Piggyback Registrations.
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(a) If at any time following the date of this Agreement, the Company
proposes for any reason to register any shares of Common Stock under the
Securities Act (other than pursuant to a registration statement on Form S-4 or
Form S-8 (or a similar or successor form)) with respect to an offering of Common
Stock by the Company for its own account or for the account of any of its
security holders, it shall at each such time promptly give written notice to the
Holders of its intention to do so (but in no event less than thirty (30) days
before the anticipated filing date). Such notice shall offer such Holders the
opportunity to register such number of shares of Registrable Securities as each
such Holder may request; provided, however, that the Company shall not be
obligated to register in such situation less than 10,000 shares of Registrable
Securities of a Holder.
(b) The Company shall use its reasonable efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the
shares of Registrable Securities requested to be included in the registration
statement for such offering to be included (on the same terms and conditions as
the Common Stock of the Company included therein to the extent appropriate).
Notwithstanding the foregoing, if in the reasonable judgment of the managing
Underwriter or Underwriters, due to the size of the offering which the Company
or such other persons or entities intend to make, the success of the offering
would be adversely affected by inclusion of the Registrable Securities requested
to be included, then, if the offering is by the Company for its own account or
is an offering by other holders registering shares of Common Stock of the
Company pursuant to demand registration rights, then the number of shares of
Common Stock to be offered for the accounts of the Holders and other holders
registering shares of Common Stock of the Company pursuant to similar piggyback
registration rights shall be reduced pro rata based on the relative percentage
ownership of all shares of Common Stock then outstanding owned by the Holders
and such other holders to the extent necessary to reduce the total number of
shares of Common Stock to be included in such offering to the amount recommended
by such managing Underwriter or Underwriters.
3. Holdback Agreements.
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(a) Restrictions on Public Sale by Holders of Registrable Securities.
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Each Holder whose securities are included in a registration statement agrees not
to effect any public sale or distribution of the securities being registered or
a similar security of the Company or any securities convertible into or
exchangeable or exercisable for such securities, including a sale pursuant to
Rule 144 or Rule 144A under the Securities Act, during the ten days prior to,
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and during the 90-day period beginning on, the effective date of such
registration statement (except as part of such registration), if and to the
extent requested by the Company in the case of a non-underwritten public
offering or if and to the extent requested by the managing Underwriter or
Underwriters in the case of an underwritten Public offering.
(b) Underwriter Restriction on Public Sale by Holders of Registrable
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Securities. If requested by the managing underwriter(s) of an underwritten
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public offering or the initial purchaser(s) in any offering pursuant to Rule
144A under the Securities Act of securities by the Company, each Holder shall
agree on the same terms applicable to officers and directors of the Company not
to effect any public sale or distribution of the security being registered or a
similar security of the Company or any securities convertible into or
exchangeable or exercisable for such securities, including any sale pursuant to
Rule 144 or Rule 144A under the Securities Act, during the ten days prior to,
and during the 90-day period beginning on, the date of the final prospectus
contained in the registration statement filed in connection with such offering
or of the offering memorandum used in connection with such offering.
4. Registration Procedures.
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Whenever the Company has determined to register any shares of Common Stock
under the Securities Act, the Company will use its best efforts to effect the
registration and in connection therewith the Company will:
(a) prepare and file with the Commission, a registration statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of the
Registrable Securities to be registered thereunder in accordance with the
intended method of distribution thereof, and use its best efforts to cause such
filed registration statement to become effective;
(b) furnish to each Holder, prior to filing the registration statement,
if requested, copies of such registration statement as proposed to be filed, and
thereafter furnish to such Holder such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto), and the prospectus included in such registration statement
(including each preliminary prospectus);
(c) notify each Holder of such Registrable Securities, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
promptly make available to each Holder any such supplement or amendment;
(d) enter into and perform customary agreements (including an
underwriting agreement in customary form with the managing Underwriter, if any)
and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities;
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(e) make available for inspection by any Holder of such Registrable
Securities, any Underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant, or other professional
retained by any such Holder or Underwriter (collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents, and properties of
the Company (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors, and employees to supply all information
reasonably requested by any such Inspectors in connection with such registration
statement. Records which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) in the judgment of counsel to the Company
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court or government
agency of competent jurisdiction. Each Holder of such Registrable Securities
agrees that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company unless and until such is made
generally available to the public. Each Holder of such Registrable Securities
further agrees that it will, upon learning that disclosure of such Records is
sought in a court or government agency of competent jurisdiction, give notice to
the Company and allow the Company, at its expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential;
(f) if such sale is pursuant to an underwritten offering, use its best
efforts to obtain a comfort letter or comfort letters from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by comfort letters, in accordance with the
applicable rules of the AICPA, as the Holders of a majority of the Registrable
Securities or the managing Underwriter reasonably request;
(g) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of 12 months, beginning within three months after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act; and
(h) use its best efforts to cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the
Company are then listed, or on the NASDAQ National Market System, if applicable,
provided that the applicable listing requirements are satisfied.
The Company may require each Holder of Registrable Securities to promptly
furnish in writing to the Company, and each such Holder shall provide to the
Company, such information regarding the distribution of the Registrable
Securities as it may from time to time reasonably request and such other
information as may be legally required in connection with such registration.
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Each Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in subsection 4(c) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subsection 4(c) hereof and, if so directed by the Company such
Holder, will deliver to the Company all copies, other than permanent file copies
then in such Holder's possession, of the most recent prospectus covering such
Registrable Securities at the time of receipt of such notice. If the Company
shall give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective by the number of days
during the period from and including the date of the giving of notice pursuant
to subsection 4(c) hereof to the date when the Company shall make available to
the Holders of Registrable Securities covered by such registration statement a
prospectus supplemented or amended to conform with the requirements of
subsection 4(c) hereof.
5. Registration Expenses.
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In connection with the filing of any registration statement hereunder, the
Company shall pay the following registration expenses (the "Registration
Expenses"): (i) all registration and filing fees; (ii) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities); (iii) printing expenses; (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties); (v) fees and expenses incurred
in connection with the listing of the Registrable Securities if the Company
shall choose to list such Registrable Securities; (vi) fees and disbursements of
counsel for the Company and customary fees and expenses for independent
certified public accountants retained by the Company (including the expenses of
any comfort letters or costs associated with the delivery by independent
certified public accountants of a comfort letter or comfort letters requested
pursuant to subsection 4(f) hereof); (vii) fees and expenses of any special
experts retained by the Company in connection with such registration; and (viii)
reasonable fees and expenses of one counsel (who shall be reasonably acceptable
to the Company) for the Holders incurred in connection with such registration.
The Company shall not have any obligation to pay any underwriting fees,
discounts, or commissions attributable to the sale of Registrable Securities, or
any out-of-pocket expenses of the Holders (or any agents who manage their
accounts).
6. Indemnification/Contribution.
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(a) Indemnification by the Company. The Company agrees to indemnify
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and hold harmless each Holder of Registrable Securities, its officers,
directors, shareholders, partners, trustees, beneficiaries and agents, and each
person or entity, if any, who controls such Holder within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities or in any
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amendment or supplement thereto or in any preliminary prospectus, or arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages, liabilities, or
expenses arise out of, or are based upon, any such untrue statement or omission
or allegation thereof based upon information furnished in writing to the Company
by such Holder or on such Holder's behalf expressly for use therein; provided,
that with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus, the indemnity
agreement contained in this subsection shall not apply to the extent that any
such loss, claim, damage, liability, or expense results from the fact that a
current copy of the prospectus was not sent or given to the person asserting any
such loss, claim, damage, liability, or expense at or prior to the written
confirmation of the sale of the Registrable Securities to such person and such
current copy of the prospectus would have cured the defect giving rise to such
loss, claim, damage, liability or expense. The Company also agrees to indemnify
any Underwriters of the Registrable Securities, their officers and directors,
and each person who controls such Underwriters on substantially the same basis
as that of the indemnification of the Holders provided in this Section 6(a).
(b) Indemnification by Holder of Registrable Securities. Each Holder
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agrees to indemnify and hold harmless the Company, its directors and officers,
and each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Holder, but only with
respect to information furnished in writing by such Holder or on such Holder's
behalf expressly for use in any registration statement or prospectus relating to
the Registrable Securities, any amendment or supplement thereto, or any
preliminary prospectus. In case any action or proceeding shall be brought
against the Company or its directors or officers, or any such controlling
person, in respect of which indemnity may be sought against such Holder, such
Holder shall have the rights and duties given to the Company, and the Company or
its directors or officers or such controlling person shall have the rights and
duties given to such Holder, by the preceding subsection. Each Holder also
agrees to indemnify and hold harmless Underwriters of the Registrable
Securities, their officers and directors, and each person who controls such
Underwriters on substantially the same basis as that of the indemnification of
the Company provided in this Section 6(b).
(c) Conduct of Indemnification Proceedings. If any action or
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proceeding (including any governmental investigation) shall be brought or
asserted against any person entitled to indemnification under subsections (a) or
(b) above (an "Indemnified Party") in respect of which indemnity may be sought
from any party who has agreed to provide such indemnification (an "Indemnifying
Party"), the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all expenses. Such Indemnified Party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (i) the Indemnifying Party has agreed
to pay such fees and expenses or (ii) the named parties to any such action or
proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that there is a conflict of interest on the part of counsel employed
by the Indemnifying Party to represent such Indemnified Party (in which case, if
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such Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense of such action
or proceeding on behalf of such Indemnified Party; it being understood, however,
that the Indemnifying Party shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for all
such Indemnified Parties, which firm shall be designated in writing by such
Indemnified Parties). The Indemnifying Party shall not be liable for any
settlement of any such action or proceeding effected without its written
consent, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such action or proceeding, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment.
(d) Contribution. If the indemnification provided for in this Section
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6 is unavailable to the Indemnified Parties in respect of any losses, claims,
damages, liabilities, or judgments referred to herein, then each 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, and judgments (i) as between the Company and the
Holders on the one hand and the Underwriters on the other, in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Holders on the one hand and the Underwriters on the other from the offering of
the securities, or if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Holders on the one hand and of
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or judgments, as
well as any other relevant equitable considerations, and (ii) as between the
Company on the one hand and each Holder on the other, in such proportion as is
appropriate to reflect the relative fault of the Company and of each Holder in
connection with such statements or omissions, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Holders on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Holders bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the prospectus. The relative fault of the Company and the
Holders on the one hand and of the Underwriters on the other 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 the Company and the Holders or
by the Underwriters. The relative fault of the Company on the one hand and of
each Holder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
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The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 6(d) were determined by pro rata
allocation (even if the Underwriters or the Holders, respectively, were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 6(d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, and no
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the securities of such Holder were offered to the
public exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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.
(e) Survival. The indemnity and contribution agreements contained in
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this Section 6 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement or any underwriting agreement, (ii) any
investigation made by or on behalf of any Indemnified Party or by or on behalf
of the Company, and (iii) the consummation of the sale or successive resale of
the Registrable Securities.
7. Participation in Underwritten Registrations.
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No person or entity may participate in any underwritten registration
hereunder unless such person or entity (a) agrees to sell such person's or
entity's securities on the basis provided in any underwriting arrangements
approved by the persons or entities entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.
8. Rule 144.
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The Company covenants that it will file any reports required to be filed by
it under the Securities Act and the Exchange Act and the Rules and Regulations
thereunder and it will take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required, from time to
time, to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (a)
Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted by the Commission.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such information and requirements.
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9. Miscellaneous.
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(a) Remedies. Each Holder of Registrable Securities, in addition to
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being entitled to exercise all rights provided herein and granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that remedy at law would be adequate. Each party
waives all provisions of law requiring that a bond be posted in order to
effectuate any remedy under this Agreement.
(b) No Prior or Inconsistent Agreements. The Company will not on or
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after the date of this Agreement enter into any other agreement with respect to
its securities which is inconsistent with the registration rights granted to the
Holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof. The Company shall not at any time grant any other
registration rights with respect to its securities that are prior or superior to
the registration rights granted to the Holders of Registrable Securities
pursuant to this Agreement. The Company has not previously entered into any
agreement with respect to its securities granting any registration rights to any
Person.
(c) Amendments and Waivers. The provisions of this Agreement may not
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be amended, modified, or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of the Holders of at least seventy-five percent (75%) of the
Registrable Securities.
(d) Notices. All notices and other communications provided for or
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permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery:
(i) if to the Holders at their respective address as shown on the books
of the Company;
(ii) if to the Company, initially at 00 Xxxxxxxxxx, Xxxxx Xxxxx,
Xxxxxxxxxx 00000, Attention: Chief Executive Officer; and thereafter at such
other address as may be designated from time to time by notice given in
accordance with the provisions of this section.
(e) Successors and Assigns. This Agreement shall inure to the benefit
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of and be binding upon the successors and assigns of each of the Company and the
Holders.
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(f) Counterparts. This Agreement may be executed in a number of
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identical counterparts and it shall not be necessary for the Company and the
Holders to execute each of such counterparts, but when both have executed and
delivered one or more of such counterparts, the several parts, when taken
together, shall be deemed to constitute one and the same instrument, enforceable
against each in accordance with its terms. In making proof of this Agreement,
it shall not be necessary to produce or account for more than one such
counterpart executed by the party against whom enforcement of this Agreement is
sought.
(g) Headings. The headings in this Agreement are for convenience of
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reference only and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware, without regard to
principles of conflicts or choice of law.
(i) Severability. If any provision of this Agreement is held to be
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illegal, invalid or unenforceable under present or future laws effective during
the term of this Agreement, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid or unenforceable provision, there shall be added automatically as a part
of this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
(j) Entire Agreement. This Agreement is intended by the Company and
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the Investors as a final expression of their agreement and is intended to be a
complete and exclusive statement of their agreement and understanding in respect
of the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the Company and the Investors with respect
to such subject matter.
(k) Third Party Beneficiaries. This Agreement is intended for the
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benefit of the Company and the Holders and their respective successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person or entity.
(l) Attorney's Fees. In any proceeding brought to enforce any
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provision of this Agreement, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to its costs and expenses and any other
available remedy.
(m) Effectiveness. This Agreement shall become effective as of the day
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first set forth above.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the day and year first written above.
SAFEGUARD HEALTH ENTERPRISES, THE XXXXXX PARTNERSHIP LIMITED
INC. PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------------ ---------------------------------
Xxxxx X. Xxxxxxx, President Xxxxxx X. Xxxxxx, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxx
------------------------------------ ---------------------------------
Xxxxxx X. Xxxxxxxx, Secretary Xxxxx X. Xxxxxxx, Individually
CAI PARTNERS AND COMPANY II, L.P. /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, Individually
By: CAI PARTNERS GP & CO., L.P.,
GENERAL PARTNER /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx, Individually
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President of XXXX XXXXXXX LIFE INSURANCE
XXXX XX Co., a General Partner COMPANY f/k/a XXXX XXXXXXX
MUTUAL LIFE INSURANCE COMPANY
CAI CAPITAL PARTNERS AND
COMPANY II, L.P. By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
By: CAI CAPITAL PARTNERS GP & CO., Name: Xxxxxxx X. Xxxxxxx
L.P., GENERAL PARTNER -------------------------------
Title: Authorized Signatory
------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------ XXXX XXXXXXX VARIABLE LIFE
Xxxxxx X. Xxxxxxx, President of INSURANCE COMPANY
XXXX XX Co., a General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
CAI CAPITAL PARTNERS AND Name: Xxxxxxx X. Xxxxxxx
COMPANY II-C, L.P. -------------------------------
Title: Authorized Signatory
------------------------------
By: /s/ Xxxxxxx X. Xx INVESTORS PARTNER LIFE INSURANCE
------------------------------------ COMPANY
Xxxxxxx X. Xx, Assistant Secretary
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
THE BAILEYS FAMILY TRUST Name: Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Authorized Signatory
------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx, D.D.S., Trustee THE XXXXXX PARTNERSHIP (QP)
LIMITED PARTNERSHIP
/s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx, Individually By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, General Partner
11
MELLON BANK, N.A., solely in its
capacity as Trustee for the Xxxx Atlantic
Master Trust,
(as directed by Xxxx Xxxxxxx Financial
Services, Inc.), and not in its individual
capacity
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
----------------------------------
Title: Authorized Signatory
---------------------------------
/s/ Xxxx-Xxxxx Xxxxxxxx
---------------------------------------
Xxxx-Xxxxx Xxxxxxxx
12
SCHEDULE 1
INVESTORS
---------
The Baileys Family Trust
Xxxx X. Xxxxxxxx
Xxxx-Xxxxx Xxxxxxxx
CAI Partners and Company II, X.X.
XXX Capital Partners and Company II, X.X.
XXX Capital Partners and Company II-C, L.P.
The Xxxxxx Partnership Limited Partnership
The Xxxxxx Partnership (QP) Limited Partnership
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx
Xxxx Xxxxxxx Life Insurance Company
(f/k/a Xxxx Xxxxxxx Mutual Life Insurance Company)
Xxxx Xxxxxxx Variable Life Insurance Company
Investors Partner Life Insurance Company
Mellon Bank, N.A., solely in its capacity as Trustee
for Xxxx Atlantic Master Trust), (as directed by
Xxxx Xxxxxxx Life Insurance Company)
and not in its individual capacity
