REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as of September
30, 1997, by and among Bacou USA, Inc., a Delaware corporation ("Bacou"), and
each Person identified on Schedule 1 attached hereto and made a part hereof
(collectively, the "Sellers" and individually a "Seller") (this "Agreement").
R E C I T A L S:
WHEREAS, this Agreement is made in connection with the transactions
contemplated by that certain Agreement and Plan of Merger, dated as of September
30, 1997, by and among Bacou, ISH Transaction, Inc., a Delaware corporation,
Biosystems, Inc., a Pennsylvania corporation (the "Company"), and the Sellers
(the "Merger Agreement"); and
WHEREAS, Bacou has agreed to provide Sellers certain demand registration
rights and "piggyback" registration rights with respect to the "Registrable
Securities" (as hereinafter defined) in accordance with the terms set forth in
this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows (capitalized terms used herein without definition shall have the
meanings set forth in the Merger Agreement):
1. Securities Subject to this Agreement. The term "Registrable Securities"
means any shares of Bacou Common Stock issued to any Seller pursuant to the
terms of the Merger Agreement. The shares of Bacou Common Stock to be issued to
Sellers by Bacou pursuant to the transactions contemplated by the Merger
Agreement shall be duly authorized and issued shares of such Common Stock. The
shares of Bacou Common Stock issued to Sellers as the Initial Purchase Price and
as the Earnout Amount shall not be registered under the Act. With respect to the
unregistered shares of Bacou Common Stock, Sellers shall make customary
investment representations associated with the private placement of securities.
However, Bacou agrees that each Seller shall be able to sell such shares of
Bacou Common Stock registered in the name of such Seller under the provisions of
Rule 144 of the Securities and Exchange Act of 1934, as amended, commencing one
year following the Closing, or other available exemption from registration, and,
in addition, Sellers shall be entitled to demand registration rights and
"piggyback" registration rights, as contemplated by this Agreement, with respect
to such shares of Bacou Common Stock.
2. Demand Registration.
(a) Each of ▇. ▇. ▇▇▇▇, ▇▇. ("▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") shall
be entitled to one demand registration right (each a "Demand Registration") (i)
with respect to the Registrable Securities issued to him as his pro rata share
of the Initial Purchase Price, exercisable at any time within three years
following the issuance of such Registrable Securities, and (ii) with respect to
the Registrable Securities issued to him as his pro rata share of the Earnout
Amount, exercisable at any time within three years following the issuance of
such Registrable Securities.
(b) With respect to an exercise of a Demand Registration by either ▇▇▇▇ or
▇▇▇▇▇▇, such person (the "Demanding Party") shall make a written request to
Bacou for registration under and in accordance with the provisions of the Act,
of not less than 100,000 shares of the Registrable Securities registered in the
name of such Demanding Party at such time. Such request shall specify the
aggregate amount of the Registrable Securities to be registered by such
Demanding Party and shall also specify the intended methods of disposition
thereof. Bacou shall not be deemed to have effected a Demand Registration unless
and until a "Registration Statement" (as defined below) covering the requested
amount of Registrable Securities is declared effective by the Securities and
Exchange Commission (the "SEC"), and such Registration Statement shall have
remained effective for a period of at least 180 days, not counting days during
which trading shall have been suspended pursuant to Section 2(e) or 4(e) hereof.
(c) Bacou agrees to file with the SEC as soon as reasonably practicable
after a request for Demand Registration, but in no event later than the later of
(i) ninety (90) days (one hundred twenty (120) days if Form S-1 is used) after
such request for Demand Registration, and (ii) in the event Bacou exercises its
right to delay the filing of a Registration Statement pursuant to Section 2(e)
hereof, fifteen (15) days after the end of the period during which Bacou delays
such filing, a registration statement on any appropriate form (the "Registration
Statement") with respect to all of the Registrable Securities requested to be
included in such Demand Registration in accordance with the foregoing, subject
to Sections 2(e) and 4(e) hereof. Bacou agrees to use its reasonable efforts to
have the Registration Statement declared effective by the SEC as soon as
reasonably practicable after such filing and to keep the Registration Statement
continuously effective for a period of one hundred eighty (180) days. Subject to
Section 4(e) hereof, Bacou further agrees, if necessary, to supplement or amend
a Registration Statement, as required by the registration form utilized by Bacou
or by the instructions applicable to such registration form or by the Act or the
rules and regulations thereunder.
(d) Whether registered pursuant to a Demand Registration or the exercise of
"piggyback" registration rights hereunder, the expenses of registration shall be
borne by Bacou and the expenses of sale (including any commission or "gross
spread") shall be borne by the Seller whose Registrable Securities are sold
pursuant to such registration.
(e) Bacou shall have the right to delay the filing of a Registration
Statement pursuant to the exercise of a Demand Registration by a Demanding Party
and to suspend the effectiveness of any such Registration Statement for a
reasonable period of time (not exceeding one hundred twenty (120) days) if Bacou
furnishes to such Demanding Party a certificate signed by the Chairman of the
Board or the President of Bacou stating that Bacou has determined in good faith
that effecting such registration at such time would adversely affect a material
financing, acquisition, disposition of assets or stock, merger or other
comparable transaction or would require Bacou to make public disclosure of
information the public disclosure of which would have a material adverse effect
upon Bacou.
3. Holdback Agreements.
Each Seller agrees not to effect any public sale or distribution of the
class of securities being registered or a similar security of Bacou, or any
securities convertible into or exchangeable or exercisable for such securities,
including a sale pursuant to Rule 144 under the Act, during the ten (10)
business days prior to, and during the 90-day period beginning on, the effective
date of the Registration Statement (except as part of such registration), if and
to the extent timely notified in writing by Bacou.
4. Registration Procedures.
Whenever a Demanding Party has requested that any Registrable Securities be
registered pursuant to Section 2 of this Agreement, Bacou will use its
reasonable best efforts to effect the registration and the sale of such
Registrable Securities and, in connection with any such request, Bacou will as
expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement and use its
reasonable best efforts to cause such Registration Statement to become
effective;
(b) prepare and file with the SEC such amendments and post-effective
amendments to such Registration Statement as may be necessary to keep such
Registration Statement effective for as long as such registration is required to
remain effective pursuant to the terms hereof, cause the prospectus to be
supplemented by any required prospectus supplement, and, as so supplemented, to
be filed pursuant to Rule 424 under the Act;
(c) furnish to such Demanding Party at least one signed copy of such
Registration Statement and any post-effective amendments thereto, as soon as
such documents become available to Bacou, and such number of conformed copies
thereof and such number of copies of the prospectus (including each preliminary
prospectus) and any amendments or supplements thereto, and any documents
incorporated by reference therein, as such Demanding Party may reasonably
request as soon as such documents become available to Bacou;
(d) on or prior to the date on which such Registration Statement is
declared effective, use its reasonable best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as such Demanding Party reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Demanding Party to consummate the disposition in such jurisdictions of such
Registrable Securities; provided that Bacou will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (d), (ii) subject itself to general
taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction;
(e) notify such Demanding Party at any time during which a prospectus
relating to such Registrable Securities is required to be delivered under the
Act of the happening of any event (including, without limitation, the
involvement of Bacou in a material financing, acquisition, disposition of assets
or stock, merger or other comparable transaction (a "Material Transaction")) as
a result of which the prospectus included in such Registration Statement
contains 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
not misleading, and Bacou will reasonably promptly prepare 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;
provided, however, that if such event relates solely to a Material Transaction,
Bacou shall not be obligated to prepare such supplement or amendment if Bacou
determines not to proceed with such Material Transaction and notifies such
Demanding Party of such determination;
(f) notify such Demanding Party of any stop order or other suspension of
effectiveness of such Registration Statement;
(g) use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of such Registration Statement at the earliest
possible time;
(h) notify such Demanding Party promptly of the receipt by Bacou of any
notification with respect to the suspension of the qualification of such
Registrable Securities for sale in any jurisdiction;
(i) use its reasonable best efforts to obtain the withdrawal of any
suspension of the qualification of such Registrable Securities for sale in a
certain jurisdiction at the earliest possible time; and
(j) subject to Section 2(e) hereof, use its reasonable best efforts to take
all other steps necessary to effect the registration of such Registrable
Securities contemplated hereby.
Such Demanding Party shall furnish to Bacou such information regarding the
distribution of such Registrable Securities and such other information relating
to him and his ownership of such Registrable Securities as Bacou may from time
to time reasonably request in writing.
Each Demanding Party agrees that, upon receipt of any notice from Bacou of
the occurrence of any event of the kind described in Section 4(e) hereof, such
Demanding Party will forthwith discontinue disposition of such Registrable
Securities pursuant to such Registration Statement until his receipt of the
copies of the supplemented or amended prospectus contemplated by Section 4(e)
hereof (or, in the event of a Material Transaction, until his receipt either of
such supplemented or amended prospectus or of notice from Bacou that Bacou has
determined not to proceed with such Material Transaction) and, if so directed by
Bacou, such Demanding Party will deliver to Bacou (at the expense of Bacou) all
copies of the prospectus covering such Registrable Securities current at the
time of receipt of such notice. With respect to any Material Transaction, each
Demanding Party agrees that he shall keep all information and documents relating
thereto confidential and shall not disclose such information or documents to any
Person unless and until Bacou makes a public disclosure with respect thereto and
then only to the extent of such disclosure.
5. Indemnification.
(a) Bacou agrees to indemnify and hold harmless, to the fullest extent
permitted by law, each Seller against all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation and legal expenses)
(collectively "Damages") arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
prospectus or preliminary prospectus prepared pursuant to such Seller's exercise
of a Demand Registration pursuant to Section 2 hereof or a "piggyback"
registration pursuant to Section 6 hereof or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein (in the case of a prospectus or preliminary prospectus,
in light of the circumstances under which they are made) not misleading;
provided, however, the foregoing indemnity shall not apply with respect to
Damages incurred by a Seller to the extent the same are caused by or contained
in any information with respect to a Seller furnished to Bacou by a Seller in
writing for use therein; and provided further the foregoing indemnity shall not
inure to the benefit of any Seller on account of any Damages arising from the
sale of any Registrable Securities to any Person by such Seller if such Seller
failed to send or give a copy of the prospectus, as the same may be amended or
supplemented, to such Person within the time required by the Act and the untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact in such prospectus was corrected in a
supplemental prospectus filed as part of a Registration Statement and copies of
the supplemental prospectus were made available to such Sellers (as the same may
be amended or supplemented).
(b) In connection with a Registration Statement, prospectus or preliminary
prospectus covering Registrable Securities and prepared pursuant to a Seller's
exercise of a Demand Registration pursuant to Section 2 hereof or a "piggyback"
registration pursuant to Section 6 hereof, the applicable Seller will furnish to
Bacou, in writing, such information and affidavits with respect to such Seller
as Bacou reasonably requests for use in connection with such Registration
Statement or prospectus and agrees to indemnify and hold harmless, to the
fullest extent permitted by law Bacou, the directors, officers, employees and
agents and each Person who controls Bacou (within the meaning of the Act), and
any investment advisor thereof or agent therefor against any losses, claims,
damages, liabilities and expenses resulting from any untrue statement of a
material fact or any omission of a material fact required to be stated in such
Registration Statement or prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein (in the case of a prospectus
or preliminary prospectus, in light of the circumstances under which they were
made) not misleading, to the extent, but only to the extent, that such untrue
statement or omission is contained in or failed to be contained in any
information or affidavit with respect to such Seller so furnished by such Seller
for inclusion therein.
(c) Any Person entitled to indemnification hereunder agrees to give prompt
written notice to the indemnifying party after the receipt by such Person of any
written notice of the commencement of any action, suit or proceeding against
such Person or investigation thereof made in writing for which such Person will
claim indemnification or contribution pursuant to this Agreement and, unless in
the reasonable judgment of such indemnified party a conflict of interest may
exist between such indemnified party and the indemnifying party with respect to
such claim, permit the indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to such indemnified party. If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim, it will not be obligated to pay the fees and expenses of more than one
counsel with respect to such claim, unless in the reasonable judgment of counsel
to such indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels. No indemnifying party will
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. The indemnifying party will not be subject to any liability
for any settlement made without its consent, which shall not be unreasonably
withheld.
(d) If the indemnification provided for in this Section 5 from the
indemnifying party is, for any reason, unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions or
inactions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 5(c) hereof,
any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
(e) This Section 5 shall remain in full force and effect regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any indemnified party.
6. Piggyback Registration.
(a) Subject to the terms of this Agreement, in the event Bacou determines
to register any of its equity securities (including, without limitation, any
Registrable Securities), whether pursuant to a Demand Registration pursuant to
Section 2 hereof or otherwise and whether for its own account or the account of
a security holder or holders, other than (i) a registration relating solely to
employee benefit plans, or (ii) a registration relating solely to a Rule 145
transaction, on or prior to the "Termination Date" (as defined below), Bacou
shall give each Seller prompt written notice of such proposed registration.
Subject to the "Company Registration Cutback" (as defined below), a Seller may
elect to include all or any part of the Registrable Securities registered in the
name of such Seller at such time in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, by sending a written request to Bacou within ten (10) days
after such Seller's receipt of Bacou's written notice and such Registrable
Securities, subject to the Company Registration Cutback, shall be included in
such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein.
(b) If the registration of which Bacou gives notice pursuant to Section
6(a) hereof is for a registered public offering involving an underwriting, Bacou
shall so advise each Seller as a part of such written notice. In such event each
Seller's right to registration pursuant to this Section 6 shall be conditioned
upon such Seller's participation in such underwriting and the inclusion of such
Seller's Registrable Securities in the underwriting to the extent provided
herein. All holders proposing to distribute their securities through such
underwriting shall (together with Bacou) enter into an underwriting agreement in
the form agreed to by Bacou and the managing underwriter selected for such
underwriting by Bacou. Notwithstanding any other provision of this Section 6, if
the managing underwriter determines the number of shares requested to be
included in the registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to Bacou or marketing
factors require a limitation of the number of shares to be underwritten on
behalf of Bacou (the "Company Registration Cutback"), then Bacou will include in
such registration, to the extent of the number and type which Bacou is so
advised can be sold in (or during the time of) such offering without such effect
on the price, first, all securities of Bacou proposed to be sold by Bacou for
its own account, second, all securities of Bacou being sold pursuant to any
demand registration rights held, at any time, by any Person other than a Seller,
third, all securities of Bacou being sold pursuant to the exercise of
"piggyback" registration rights held by any of the six parties set forth on
Schedule 2 attached hereto and made a part hereof, which relate to a total of
13,860,000 shares of Bacou Common Stock, and finally, the Registrable Securities
requested by Sellers to be included in such registration, on a pro rata basis,
and any other securities of Bacou requested to be included in such registration.
In the event a Company Registration Cutback results in less than all of the
securities of a particular category, to actually be included in such
registration, then the number of securities of such category that will be
included in such registration shall be shared pro rata among all of the holders
of securities of such category that were requested to be included in such
registration based on the number of shares registered in the name of each holder
of securities of such category.
(c) The rights granted to Sellers pursuant to this Section 6 shall
terminate with respect to the shares as of the date on which a Demand
Registration could no longer be exercised hereunder by either ▇▇▇▇ or ▇▇▇▇▇▇
(the "Termination Date").
7. Put Rights.
(a) With respect to seventy percent (70%) of the shares of Bacou Common
Stock issued to the Sellers constituting the Initial Purchase Price, as such
seventy percent is allocated on Schedule 3 attached hereto and made a part
hereof (collectively, the "Put Shares"), each Seller who is the registered
holder thereof shall have the right to require Bacou to repurchase all or any
part of the Put Shares (expressed as a whole number) then registered in the name
of such Seller (the "Put Option"); provided, however, no Seller shall have more
than one Put Option. The Put Option shall be exercisable at any time within
twenty-four (24) months following the Closing by a Seller who is the registered
holder of Put Shares by delivering a written notice to the Company (a "Put
Notice"). The price at which Bacou shall be obligated to purchase a Put Share
pursuant to an exercise of a Put Option shall be the "Closing Price" as defined
in the Merger Agreement (the "Put Price").
(b) Within thirty (30) days after the exercise of a Put Option (or, if, in
the sole judgment of Bacou's Board of Directors, Bacou needs to arrange
additional financing or amend its existing borrowing facilities in order to
finance such Repurchase, within sixty (60) days following the end of the month
in which such Put Notice is received), Bacou will purchase, and the applicable
Seller will sell, the Put Shares requested to be purchased in the applicable Put
Notice at a time and place mutually agreeable to Bacou and such Seller (the "Put
Closing"). At the Put Closing, such Seller shall deliver to Bacou certificates
(duly endorsed in blank or accompanied by a duly executed stock power or such
instruments of transfer as Bacou may reasonably request) representing such
Seller's Put Shares to be repurchased by Bacou or an affidavit of lost
certificate in a form reasonably satisfactory to Bacou (which shall include
appropriate indemnification provisions) and Bacou shall pay to such Seller the
aggregate Put Price by a cashier's or certified check or by wire transfer in
immediately available funds.
8. Miscellaneous.
(a) Amendment and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the parties hereto have agreed thereto in writing.
(b) Notices. All notices and other communications provided for or permitted
hereunder shall be made by hand-delivery, registered first-class mail or
telecopier:
(i) if to any Seller, to:
c/o ▇. ▇. ▇▇▇▇, Shareholders' Representative
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Arent, Fox, Kintner, ▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(ii) if to Bacou, at:
Bacou USA, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ III, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
All such notices and communications shall be deemed to have been duly given
when delivered by hand, if personally delivered, or two business days after
being deposited in the mail, postage prepaid, if mailed, or upon electronic
confirmation of receipt, if sent via telecopier.
(c) Successors and Assigns. This Agreement may not be assigned by any
Seller to any Person.
(d) 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 agreement.
(e) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware without giving effect
to its conflicts of laws principals.
(g) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
or legality and enforceability of any such provision in every other respect and
of the remaining provisions contained herein shall not be in any way impaired
thereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
BACOU USA, INC. SELLERS
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
__________________________________ ___________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Vice Chairman, President and
Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
__________________________________ ___________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, as Trustee
Title: Executive Vice President under that certain Common Stock
and CFO Voting Trust Agreement, dated
December 22, 1994, by and between
▇▇▇▇ ▇. ▇▇▇▇, ▇▇., as grantor, and
such Trustee, as in effect on the
date hereof.
/s/ ▇▇▇▇▇▇ ▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇
Schedule 1
to
Registration Rights Agreement
Dated as of September 30, 1997
List of Sellers
1. ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
3. ▇▇▇▇▇ ▇▇▇▇▇
4. ▇▇▇▇▇▇ ▇▇▇▇
5. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, as Trustee under that certain Common Stock Voting Trust
Agreement, dated December 22, 1994, by and between ▇▇▇▇ ▇. ▇▇▇▇, ▇▇., as
grantor, and such Trustee, as in effect on the date hereof.
Schedule 2
to
Registration Rights Agreement
Dated as of September 30, 1997
List of Holders of Piggyback Registration Rights
Bacou, S.A. 12,612,600 shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
FIGA, S.A. 1,247,400 shares
Total: 13,860,000 shares
Schedule 3
to
Registration Rights Agreement
Dated as of September 30, 1997
Put Shares
Name Shares Subject to Put
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ All of the shares of Bacou Common Stock
to be issued to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the
Merger as his share of the Initial
Purchase Price shall be subject to the
Put, aggregating 43.3926% of the
aggregate Initial Purchase Price.
▇▇▇▇ ▇. ▇▇▇▇, ▇▇. 26.6074% of the shares of Bacou Common
Stock to be issued as the aggregate
Initial Purchase Price less that number
of shares of Bacou Common Stock having
an aggregate Put price of $30,000 that
may be Put to Bacou by ▇▇▇▇▇ ▇▇▇▇▇
following the release of the shares
under the Escrow Agreement.
▇▇▇▇▇ ▇▇▇▇▇ That number of shares of Bacou Common
Stock issued to ▇▇▇▇▇ as his share of
the Initial Purchase Price and that may
be acquired by Bacou from ▇▇▇▇▇ as
aforesaid.
In no event shall the aggregate number of shares to the Put exceed 70% of the
aggregate number of shares issued as the Initial Purchase Price.
