REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated as of July 2, 2000 (this
"Agreement"), among General Bearing Corp., a Delaware corporation (the
"Issuer"), and the Holders (as defined herein).
WHEREAS, this Agreement is being entered into in connection with the
closing under the Merger Agreement referred to below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions. Terms defined in the Agreement and Plan of Merger,
dated as of July 2, 2000 (the "Merger Agreement"), among the Issuer, Fisco
Industries Ltd., a New York corporation wholly owned by the Issuer, World
Machinery Company, a Delaware corporation, and the Company Stockholders are used
herein as defined therein. In addition, the following terms, as used herein,
shall have the following respective meanings:
"Commission" means the Securities and Exchange Commission or any
successor governmental body or agency.
"Common Stock" means the common stock, par value $.01 per share, of the
Issuer.
"Disadvantageous Condition" has the meaning ascribed thereto in Section
2.5.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holder" means any of the stockholders of World Machinery Company and
their respective successors and assigns.
"Registrable Securities" means Common Stock acquired by the Holders
pursuant to the Merger (and any shares of stock or other securities into
which or for which such Common Stock may hereafter be changed, converted or
exchanged and any other shares or securities issued to Holders of such
Common Stock (or such shares of stock or other securities into which or for
which such shares are so changed, converted or exchanged) upon any
reclassification, share combination, share subdivision, share dividend,
share exchange, merger, consolidation or similar transaction or event) or
otherwise. As to any particular Registrable Securities, such Registrable
Securities shall cease to be Registrable Securities as soon as (i) such
Registrable Securities have been sold or otherwise disposed of pursuant to a
registration statement that was filed with the Commission in accordance with
this Agreement and declared effective under the Securities Act or (ii) such
Registrable Securities have been otherwise sold, transferred or disposed of
by a Holder to any Person that is not a Holder in accordance with Rule 144.
"Registration Expenses" means any and all expenses incident to
performance of or compliance with any registration of securities pursuant to
Article 2, including, without limitation, (i) the fees, disbursements and
expenses of the Issuer's counsel and accountants (including in connection
with the delivery of opinions and/or comfort letters) in connection with
this Agreement and the performance of the Issuer's obligations hereunder;
(ii) all expenses, including filing fees, in connection with the
preparation, printing and filing of one or more registration statements
hereunder; (iii) the cost of printing or producing any agreements among
underwriters, underwriting agreements, and blue sky or legal investment
memoranda; (iv) the filing fees incident to securing any required review by
the National Association of Securities Dealers, Inc. of the terms of the
sale of the securities to be disposed of; (v) transfer agents' and
registrars' fees and expenses in connection with such offering; (vi) all
security engraving and security printing expenses; and (vii) all fees and
expenses payable in connection with the listing of the Registrable
Securities on any securities exchange or automated interdealer quotation
system on which the Common Stock is then listed; provided that Registration
Expenses shall exclude (x) all underwriting discounts and commissions,
selling or placement agent or broker fees and commissions, and transfer
taxes, if any, in connection with the sale of any securities, (y) the fees
and expenses of counsel for any Holder and (z) all costs and expenses of the
Issuer incurred as contemplated in Section 2.7(g).
"Required Shelf Registration" has the meaning ascribed thereto in
Section 2.1.
"Rule 144" means Rule 144 (or any successor rule to similar effect)
promulgated under the Securities Act.
"Rule 145" means Rule 145 (or any successor rule to similar effect)
promulgated under the Securities Act.
"Rule 415 Offering" means an offering on a delayed or continuous basis
pursuant to Rule 415 (or any successor rule to similar effect) promulgated
under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Holder" means any Holder who sells Registrable Securities
pursuant to a public offering registered hereunder.
"Shelf Registration" means the registration under the Securities Act of
a Rule 415 Offering.
"Shelf Registration Statement" means a registration statement intended
to effect a Shelf Registration.
SECTION 1.2 Internal References. Unless the context indicates otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles, sections and
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paragraphs in this Agreement, and references to the parties shall mean the
parties to this Agreement.
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration. If requested in writing by a Holder or
Holders (the "Requesting Holder") holding a majority in interest of the
Registrable Securities (the "Shelf Registration Request"), as soon as
practicable (but in any event not more than 30 days) after such request, the
Issuer shall prepare and file with the Commission a Shelf Registration Statement
on an appropriate form that shall include all Registrable Securities, and may
include securities of the Issuer for sale for the Issuer's own account (the
"Required Shelf Registration"). The Issuer will give written notice of the Shelf
Registration Request, within ten days of the receipt thereof, to each Holder (a
"Non-Requesting Holder") other than the Requesting Holder. Upon written request
from any Non-Requesting Holder, within 15 days after receipt of any such notice
from the Issuer, the Issuer shall cause all Registrable Shares of each such
Non-Requesting Holder to be included in the Shelf Registration, subject to the
terms and provisions hereof. The Issuer shall use its reasonable best efforts to
cause such Shelf Registration Statement to be declared effective as soon as
practicable after such request. The Issuer shall be obligated to keep such Shelf
Registration Statement effective until such time as all securities that were
Registrable Securities on the date hereof have ceased to be Registrable
Securities.
SECTION 2.2 Other Matters In Connection With Registration.
(a) Each Holder shall use its reasonable best efforts to keep the Issuer
promptly informed (x) of the name, address and other contact information of each
such Holder, (y) of the number of Registrable Securities held from time-to-time
by each such Holder and (z) of each sale, transfer or other disposition of
Registrable Securities (including the number of shares sold) by each such
Holder.
(b) In the event that any public offering pursuant to this Agreement
involves, in whole or in part, an underwritten offering, the Issuer shall have
the right to designate an underwriter or underwriters as the lead or managing
underwriters of such underwritten offering who shall be reasonably acceptable to
Holders owning a majority of the Registrable Securities proposed to be sold
therein.
SECTION 2.3 Certain Delay Rights. Notwithstanding any other provision of
this Agreement to the contrary, if at any time while the Required Shelf
Registration is effective, the Issuer provides written notice to each Holder
that in the Issuer's good faith and reasonable judgment it would be materially
disadvantageous to the Issuer (because the sale of Registrable Securities
covered by such registration statement or the disclosure of information therein
or in any related prospectus or prospectus supplement would materially interfere
with any acquisition, financing or other material event or transaction in
connection with which a registration of securities under the Securities Act for
the account of the Issuer is then intended or the public disclosure of which at
the time would be materially prejudicial to the Issuer (a "Disadvantageous
Condition")) for sales of Registrable Securities thereunder to then be
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permitted, and setting forth the general reasons for such judgment, the Issuer
may refrain from maintaining current the prospectus contained in the Shelf
Registration Statement until such Disadvantageous Condition no longer exists
(notice of which the Issuer shall promptly deliver to each Holder). With respect
to each Holder, upon the receipt by such Holder of any such notice of a
Disadvantageous Condition (i) in connection with the Required Shelf
Registration, such Holder shall forthwith discontinue use of the prospectus and
any prospectus supplement under such registration statement and shall suspend
sales of Registrable Securities until such Disadvantageous Condition no longer
exists and (ii) in connection with the Required Shelf Registration, if so
directed by the Issuer by notice as aforesaid, such Holder will deliver to the
Issuer all copies, other than permanent filed copies then in such Holder's
possession, of the prospectus and prospectus supplements then covering such
Registrable Securities at the time of receipt of such notice as aforesaid.
Notwithstanding anything else contained in this Agreement, (x) neither the
filing nor the effectiveness of any registration statement may be delayed for
more than a total of 60 days pursuant to this Section 2.3 and (y) the
maintaining current of a prospectus (and the suspension of sales of Registrable
Securities) in connection with the Required Shelf Registration may not be
delayed under this Section 2.3 for more than a total of 60 days in any six-month
period.
SECTION 2.4 Expenses. Except as provided herein, the Issuer shall pay all
Registration Expenses with respect to each registration hereunder.
Notwithstanding the foregoing, (i) each Holder shall be responsible for the
legal fees and expenses of its own counsel and (ii) each Holder shall be
responsible for all underwriting discounts and commissions, selling or placement
agent or broker fees and commissions, and transfer taxes, if any, in connection
with the sale of securities by such Holder.
SECTION 2.5 Registration and Qualification. If and whenever the Issuer is
required to effect the registration of any Registrable Securities under the
Securities Act, the Issuer shall:
(a) prepare, file and cause to become effective a registration statement
under the Securities Act relating to the Registrable Securities to be offered in
accordance with the intended method of disposition thereof,
(b) 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 disposition of all
Registrable Securities;
(c) furnish to the Holders of Registrable Securities and to any underwriter
of such Registrable Securities such number of conformed copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus),
in conformity with the requirements of the Securities Act, and such documents
incorporated by reference in such registration statement or prospectus, as the
Holders of Registrable Securities or such underwriter may reasonably request;
(d) furnish to any underwriter of such Registrable Securities an opinion of
counsel for the Issuer and a "cold comfort" letter signed by the independent
public accountants who have audited the financial statements of the Issuer
included in the applicable registration statement, in
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each such case covering substantially such matters with respect to such
registration statement (and the prospectus included therein) and the related
offering as are customarily covered in opinions of issuer's counsel with respect
thereto and in accountants' letters delivered to underwriters in underwritten
public offerings of securities and such other matters as such underwriters may
reasonably request;
(e) promptly notify the Selling Holders in writing (i) at any time when a
prospectus is required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any 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 (ii) of any request by the Commission or any other
regulatory body or other body having jurisdiction for any amendment or
supplement to any registration statement or other document relating to such
offering, and in either such case, at the request of the Selling Holders prepare
and furnish to the Selling Holders a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit 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 are made, not
misleading;
(f) use its reasonable best efforts to list all such Registrable Securities
covered by such registration on each securities exchange and automated
interdealer quotation system on which the Common Stock is then listed;
(g) use reasonable efforts to assist the Holders in the marketing of Common
Stock (including using reasonable efforts to have officers of the Issuer attend
"road shows" and analyst or investor presentations scheduled in connection with
such registration);
(h) furnish for delivery in connection with the closing of any offering of
Registrable Securities unlegended certificates representing ownership of the
Registrable Securities being sold in such denominations as may be requested by
the Selling Holders or the underwriters; and
(i) use its best efforts to register or qualify the securities covered by
the Shelf Registration under such state securities or blue sky laws of such
jurisdictions as the Holders may reasonably request in writing within 20 days
following the original filing of such registration statement, except that Issuer
shall not for any purpose be required to execute a general consent to service of
process or to qualify to do business as a foreign corporation in any
jurisdiction in which it is not so qualified.
SECTION 2.6 Underwriting, Due Diligence.
(a) If requested by the underwriters for any underwritten offering of
Registrable Securities pursuant to a registration requested under this Article
2, the Issuer shall enter into an underwriting agreement with such underwriters
for such offering, which agreement shall contain such representations and
warranties by the Issuer and such other terms and provisions as are customarily
contained in underwriting agreements with respect to secondary distributions,
including, without limitation, indemnification and contribution provisions
substantially to the
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effect and to the extent provided in Section 2.7, and agreements as to the
provision of opinions of counsel and accountants' letters to the effect and to
the extent provided in Section 2.5(d). Such underwriting agreement shall also
contain such representations and warranties by such Selling Holders and such
other terms and provisions as are customarily contained in underwriting
agreements with respect to secondary distributions, including, without
limitation, indemnification and contribution provisions substantially to the
effect and to the extent provided in Section 2.7.
(b) In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act pursuant
to this Article 2, the Issuer shall give the representative of the Holder or
Holders of a majority in interest of such Registrable Securities and the
underwriters, if any, and their respective counsel and accountants (the identity
and number of whom shall be reasonably acceptable to the Issuer), such
reasonable and customary access to its books, records and properties and such
opportunities to discuss the business and affairs of the Issuer with its
officers and the independent public accounts who have certified the financial
statements of the Issuer as necessary, in the opinion of such Holders and such
underwriters or their respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act; provided that the foregoing shall not
require the Issuer to provide access to (or copies of) any competitively
sensitive information relating to the Issuer or its subsidiaries or their
respective businesses; provided further that (i) each Holder and the
underwriters and their respective counsel and accountants shall have entered
into a confidentiality agreement reasonably acceptable to the Issuer and (ii)
the Holders and the underwriters and their respective counsel and accountants
shall use their reasonable best efforts to minimize the disruption to the
Issuer's business and coordinate any such investigation of the books, records
and properties of the Issuer and any such discussions with the Issuer's officers
and accountants so that all such investigations occur at the same time and all
such discussions occur at the same time.
SECTION 2.7 Indemnification and Contribution.
(a) The Issuer agrees to indemnify and hold harmless each Selling Holder and
its affiliates and officers, directors, employees, advisors, representatives,
agents and each Person, if any, who controls such Selling Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with, defending or investigating any such action or claim) insofar
as such losses, claims, damages or liabilities are caused by any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or any amendment thereof, any preliminary prospectus or
prospectus (as amended or supplemented if the Issuer has furnished any
amendments or supplements thereto) relating to the Registrable Securities, or
caused by 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. The Issuer also agrees to indemnify any underwriter of the
Registrable Securities so offered and each Person, if any, who controls such
underwriter on substantially the same basis as that of the indemnification by
the Issuer of the Selling Holders provided in this Section 2.7(a).
(b) Each Selling Holder agrees to indemnify and hold harmless the Issuer and
its affiliates and officers, directors, employees, advisors, representatives,
agents and each Person, if
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any who controls the Issuer within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages, liabilities (including, without limitation, any legal
or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement of
a material fact contained in any registration statement or any amendment
thereof, any preliminary prospectus or prospectus (as amended or supplemented if
the Issuer has furnished any amendments or supplements thereto) relating to the
Registrable Securities, or caused by 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, but only with reference to information
furnished in writing by such Selling Holder (or any representative thereof)
expressly for use in a registration statement, any preliminary prospectus,
prospectus or any amendments or supplements thereto. Each Selling Holder also
agrees to indemnify any underwriter of the Registrable Securities so offered and
each Person, if any, who controls such underwriter on substantially the same
basis as that of the indemnification by such Selling Holder of the Issuer
provided in this Section 2.7(b). Notwithstanding anything contained in this
Agreement, in no event shall any Selling Holder's indemnification obligation
under this Section 2.7(b) exceed the net proceeds from the offering received by
such Selling Holder.
(c) Each party indemnified under paragraph (a) or (b) above shall, promptly
after receipt of notice of a claim or action against such indemnified party in
respect of which indemnity may be sought hereunder, notify the indemnifying
party in writing of the claim or action; provided that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party on account of the indemnity agreement contained in
paragraph (a) or (b) above except to the extent that the indemnifying party was
actually prejudiced by such failure, and in no event shall such failure relieve
the indemnifying party from any other liability that it may have to such
indemnified party. If any such claim or action is brought against an indemnified
party, and it has notified the indemnifying party thereof, unless based on the
written advice of counsel to such indemnified party that a conflict of interest
between such indemnified party and indemnifying parties may exist in respect of
such claim, the indemnifying party shall be entitled to participate therein,
and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 2.7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof. Any indemnifying party against whom indemnity may be sought under this
Section 2.7 shall not be liable to indemnify an indemnified party if such
indemnified party settles such claim or action without the consent of the
indemnifying party. The indemnifying party may not agree to any settlement of
any such claim or action (other than solely for monetary damages for which the
indemnifying party shall be responsible hereunder, the result of which any
remedy or relief shall be applied to or against the indemnified party) without
the prior written consent of the indemnified party, which consent shall not be
unreasonably withheld, unless such settlement (i) includes an unconditional
release of such indemnified party from, and holds such indemnified party
harmless against, all liability arising out of such claim or action and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of an indemnified party. In any action hereunder
as to which the indemnifying party has assumed the defense thereof, the
indemnified party shall continue to be entitled to participate in the defense
thereof, with counsel of its own choice, but
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the indemnifying party shall not be obligated hereunder to reimburse the
indemnified party for the costs thereof.
(d) If the indemnification provided for in this Section 2.7 is for any
reason unavailable (other than in accordance with its terms) to an indemnified
party in respect of any loss, liability, cost, claim or damage referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, cost, claim or damage in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Issuer on the one hand and the Selling
Holders on the other hand 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 Issuer or a Selling Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by an indemnified party as a
result of the loss, cost, claim, damage or liability, or action in respect
thereof, referred to above in this paragraph (d) shall be deemed to include, for
purposes of this paragraph (d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. The Issuer and the Selling Holders agree that it would not be
just and equitable if contribution pursuant to this Section 2.7 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in this 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 guilty of such fraudulent misrepresentation.
(e) The obligations, of the parties under this Section 2.7 shall be in
addition to any liability that any party may otherwise have to any other party.
SECTION 2.8 Reporting Requirements. With a view to making available the
benefits of certain rules and regulations of the SEC that may at any time permit
the sale of the shares of the Common Stock to the public without registration or
a registration on SEC Form S-3, the Issuer agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) file with the SEC in a timely manner all reports and other documents
required of the Issuer under the Securities Act and the Exchange Act; and
(c) so long as any of the Holders own Registrable Securities, to furnish to
the Holders forthwith upon request (1) a written statement by the Issuer as to
whether it complies with the reporting requirements of said Rule 144, the
Securities Act and Exchange Act, or whether it qualifies as a registrant whose
securities may be resold pursuant to SEC Form S-3, (2) a copy of the most recent
annual or quarterly report of the Issuer and such other reports and documents so
filed by the Issuer, and (3) such other information as may be reasonably
requested in availing the
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Holders of any rule or regulation of the SEC that would permit the Holders to
sell the Registrable Securities without registration.
ARTICLE 3
MISCELLANEOUS
SECTION 3.1 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
SECTION 3.2 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of each of the parties hereto,
including, without limitation, in the event of any transaction in which shares
of Common Stock in the Issuer are exchanged for securities in any other issuer,
in which case such other issuer shall be deemed a successor in interest to the
Issuer.
SECTION 3.3 Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the Issuer and
Holders representing a majority of the Registrable Securities then held by all
Holders.
SECTION 3.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy, or by
any reputable overnight courier service providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
address or telecopy number set forth on the signature pages hereto (unless such
contact information in the case of the Holders is updated pursuant to Section
2.4(a) or by written notice from the affected Holder to the Issuer).
SECTION 3.5 Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
SECTION 3.6 No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
SECTION 3.7 No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any Person who or which
is not a party hereto;
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provided, that this Agreement is also intended to be for the benefit of and is
enforceable by each Holder.
SECTION 3.8 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
SECTION 3.9 Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York or any state court sitting in the City of New York, Borough
of Manhattan in any action, suit or proceeding arising in connection with this
Agreement, and agrees that any such action, suit or proceeding shall be brought
only in such courts (and waives any objection based on inconvenient forum or any
other objection to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this Section 3.9 and shall
not be deemed to be a general submission to the jurisdiction of said courts or
in the State of New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
SECTION 3.10 Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
SECTION 3.11 Counterparts. This Agreement may be executed in counterpart,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, the Issuer and the Holders have caused this
Agreement to be duly executed as of the day and year first above written.
GENERAL BEARING CORP.
By: __________________________
Name:
Address:
Facsimile No.:
HOLDERS:
_______________________________ _______________________________
Name: Name:
Address: Address:
_______________________________ _______________________________
Name: Name:
Address: Address:
_______________________________ _______________________________
Name: Name:
Address: Address:
_______________________________ _______________________________
Name: Name:
Address: Address:
_______________________________
Name:
Address:
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