REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered
into as of April 24, 2000, by and among Guinness Telli*Phone
Corporation, a corporation duly incorporated and existing under the
laws of the State of Nevada (the "Company"), and the subscriber as
named on the signature page hereto (hereinafter referred to as
"Subscriber").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Offering")
of up to Thirty Million Dollars ($30,000,000), excluding any funds
paid upon exercise of the Warrants, of Common Stock of the Company
pursuant to that certain Investment Agreement of even date herewith
(the "Investment Agreement") between the Company and the
Subscriber, the Company has agreed to sell and the Subscriber has
agreed to purchase, from time to time as provided in the Investment
Agreement, shares of the Company's Common Stock for a maximum
aggregate offering amount of Thirty Million Dollars ($30,000,000);
WHEREAS, pursuant to the terms of the Investment
Agreement, the Company has agreed to issue to the Subscriber the
Commitment Warrants and, from time to time, the Purchase Warrants,
each as defined in the Investment Agreement, to purchase a number
of shares of Common Stock, exercisable for five (5) years from
their respective dates of issuance (collectively, the "Warrants");
and
WHEREAS, pursuant to the terms of the Investment
Agreement, the Company has agreed to provide the Subscriber with
certain registration rights with respect to the Common Stock to be
issued in the Offering and the Common Stock issuable upon exercise
of the Warrants as set forth in this Agreement.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in
this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement (including
the Recitals above), the following terms shall have the following
meanings (such meanings to be equally applicable to both singular
and plural forms of the terms defined):
"Additional Registration Statement" shall have the meaning set
forth in Section 3(b).
"Amended Registration Statement" shall have the meaning set forth
in Section 3(b).
"Business Day" shall have the meaning set forth in the Investment
Agreement.
"Closing Bid Price" shall have the meaning set forth in the
Investment Agreement.
"Common Stock" shall mean the common stock, par value $0.001, of
the Company.
"Due Date" shall mean the date that is one hundred twenty (120)
days after the date of this Agreement.
"Effective Date" shall have the meaning set forth in Section 2.4.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated
thereunder.
"Filing Deadline" shall mean the date that is forty-five (45) days
after the date of this Agreement.
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"Investment Agreement" shall have the meaning set forth in the
Recitals hereto.
"Holder" shall mean Subscriber, and any other person or entity
owning or having the right to acquire Registrable Securities or any
permitted assignee;
"Piggyback Registration" and "Piggyback Registration Statement"
shall have the meaning set forth in Section 4.
"Put" shall have the meaning as set forth in the Investment
Agreement.
"Register," "Registered," and "Registration" shall mean and refer
to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act
and pursuant to Rule 415 under the Securities Act or any successor
rule, and the declaration or ordering of effectiveness of such
registration statement or document.
"Registrable Securities" shall have the meaning set forth in
Section 2.1.
"Registration Statement" shall have the meaning set forth in
Section 2.2.
"Rule 144" shall mean Rule 144, as amended, promulgated under the
Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.
"Subscriber" shall have the meaning set forth in the preamble to
this Agreement.
"Supplemental Registration Statement" shall have the meaning set
forth in Section 3(b).
"Warrants" shall have the meaning set forth in the above Recitals.
"Warrant Shares" shall mean shares of Common Stock issuable upon
exercise of any Warrant.
2. Required Registration.
2.1 Registrable Securities. "Registrable Securities" shall mean
those shares of the Common Stock of the Company together with any
capital stock issued in replacement of, in exchange for or
otherwise in respect of such Common Stock, that are: (i) issuable
or issued to the Subscriber pursuant to the Investment Agreement,
and (ii) issuable or issued upon exercise of the Warrants;
provided, however, that notwithstanding the above, the following
shall not be considered Registrable Securities:
(a) any Common Stock which would otherwise be deemed to be
Registrable Securities, if and to the extent that those shares of
Common Stock may be resold in a public transaction without volume
limitations or other material restrictions without registration
under the Securities Act, including without limitation, pursuant to
Rule 144 under the Securities Act; and
(b) any shares of Common Stock which have been sold in a private
transaction in which the transferor's rights under this Agreement
are not assigned.
2.2 Filing of Initial Registration Statement. The Company shall,
by the Filing Deadline, file a registration statement
("Registration Statement") on Form S-1 (or other suitable form, at
the Company's discretion, but subject to the reasonable approval of
Subscriber), covering the resale of a number of shares of Common
Stock as Registrable Securities equal to at least Ten Million
(10,000,000) shares of Common Stock and shall cover, to the extent
allowed by applicable law, such indeterminate number of additional
shares of Common Stock that may be issued or become issuable as
Registrable Securities by the Company pursuant to Rule 416 of the
Securities Act. In the event that the Company has not filed the
Registration Statement by the Filing Deadline, then the Company
shall pay to Subscriber an amount equal to $500, in cash, for each
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Business Day after the Filing Deadline until such Registration
Statement is filed, payable within ten (10) Business Days following
the end of each calendar month in which such payments accrue.
2.3 [Intentionally Left Blank].
2.4 Registration Effective Date. The Company shall use its best
efforts to have the Registration Statement declared effective by
the SEC (the date of such effectiveness is referred to herein as
the "Effective Date") by the Due Date.
2.5 [Intentionally Left Blank].
2.6 [Intentionally Left Blank].
2.7 Shelf Registration. The Registration Statement shall be
prepared as a "shelf" registration statement under Rule 415, and
shall be maintained effective until all Registrable Securities are
resold pursuant to the Registration Statement.
2.8 Supplemental Registration Statement. Anytime the
Registration Statement does not cover a sufficient number of shares
of Common Stock to cover all outstanding Registrable Securities,
the Company shall promptly prepare and file with the SEC such
Supplemental Registration Statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to
the disposition of all such Registrable Securities and shall use
its best efforts to cause such Supplemental Registration Statement
to be declared effective as soon as possible.
3. Obligations of the Company. Whenever required under this
Agreement to effect the registration of any Registrable Securities,
the Company shall, as expeditiously and reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a Registration Statement with respect to such Registrable
Securities and use its best efforts to cause such Registration
Statement to become effective and to remain effective until all
Registrable Securities are resold pursuant to such Registration
Statement, notwithstanding any Termination or Automatic Termination
(as each is defined in the Investment Agreement) of the Investment
Agreement.
(b) Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used
in connection with such Registration Statement ("Amended
Registration Statement") or prepare and file any additional
registration statement ("Additional Registration Statement,"
together with the Amended Registration Statement, "Supplemental
Registration Statements") as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of
all securities covered by such Supplemental Registration Statements
or such prior registration statement and to cover the resale of all
Registrable Securities.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such Registration Statement under such other securities
or Blue Sky laws of the jurisdictions in which the Holders are
located, of such other jurisdictions as shall be reasonably
requested by the Holders of the Registrable Securities covered by
such Registration Statement and of all other jurisdictions where
legally required, provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any
such states or jurisdictions.
(e) [Intentionally Omitted].
(f) As promptly as practicable after becoming aware of such event,
notify each Holder of Registrable Securities of the happening of
any event of which the Company has knowledge, as a result of which
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the prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading, use its best efforts promptly
to prepare a supplement or amendment to the Registration Statement
to correct such untrue statement or omission, and deliver a number
of copies of such supplement or amendment to each Holder as such
Holder may reasonably request.
(g) Provide Holders with notice of the date that a Registration
Statement or any Supplemental Registration Statement registering
the resale of the Registrable Securities is declared effective by
the SEC, and the date or dates when the Registration Statement is
no longer effective.
(h) Provide Holders and their representatives the opportunity and
a reasonable amount of time, based upon reasonable notice delivered
by the Company, to conduct a reasonable due diligence inquiry of
Company's pertinent financial and other records and make available
its officers and directors for questions regarding such information
as it relates to information contained in the Registration
Statement.
(i) Provide Holders and their representatives the opportunity to
review the Registration Statement and all amendments or supplements
thereto prior to their filing with the SEC by giving the Holder at
least ten (10) business days advance written prior to such filing.
(j) Provide each Holder with prompt notice of the issuance by the
SEC or any state securities commission or agency of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceeding for such purpose. The Company shall
use its best efforts to prevent the issuance of any stop order and,
if any is issued, to obtain the removal thereof at the earliest
possible date.
(k) Use its best efforts to list the Registrable Securities
covered by the Registration Statement with all securities exchanges
or markets on which the Common Stock is then listed and prepare and
file any required filing with the NASD, American Stock Exchange,
NYSE and any other exchange or market on which the Common Stock is
listed.
4. Piggyback Registration. If anytime prior to the date that
the Registration Statement is declared effective or during any
Ineffective Period (as defined in the Investment Agreement) the
Company proposes to register (including for this purpose a
registration effected by the Company for shareholders other than
the Holders) any of its Common Stock under the Securities Act in
connection with the public offering of such securities solely for
cash (other than a registration relating solely for the sale of
securities to participants in a Company stock plan or a
registration on Form S-4 promulgated under the Securities Act or
any successor or similar form registering stock issuable upon a
reclassification, upon a business combination involving an exchange
of securities or upon an exchange offer for securities of the
issuer or another entity), the Company shall, at such time,
promptly give each Holder written notice of such registration (a
"Piggyback Registration Statement"). Upon the written request of
each Holder given by fax within ten (10) days after mailing of such
notice by the Company, the Company shall cause to be included in
such registration statement under the Securities Act all of the
Registrable Securities that each such Holder has requested to be
registered ("Piggyback Registration") to the extent such inclusion
does not violate the registration rights of any other security
holder of the company granted prior to the date hereof; provided,
however, that nothing herein shall prevent the Company from
withdrawing or abandoning such registration statement prior to its
effectiveness.
5. Limitation on Obligations to Register under a Piggyback
Registration. In the case of a Piggyback Registration pursuant to
an underwritten public offering by the Company, if the managing
underwriter determines and advises in writing that the inclusion in
the related Piggyback Registration Statement of all Registrable
Securities proposed to be included would interfere with the
successful marketing of the securities proposed to be registered by
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the Company, then the number of such Registrable Securities to be
included in such Piggyback Registration Statement, to the extent
any such Registrable Securities may be included in such Piggyback
Registration Statement, shall be allocated among all Holders who
had requested Piggyback Registration pursuant to the terms hereof,
in the proportion that the number of Registrable Securities which
each such Holder seeks to register bears to the total number of
Registrable Securities sought to be included by all Holders. If
required by the managing underwriter of such an underwritten public
offering, the Holders shall enter into an agreement limiting the
number of Registrable Securities to be included in such Piggyback
Registration Statement and the terms, if any, regarding the future
sale of such Registrable Securities.
6. Dispute as to Registrable Securities. In the event the
Company believes that shares sought to be registered under Section
2 or Section 4 by Holders do not constitute "Registrable
Securities" by virtue of Section 2.1 of this Agreement, and the
status of those shares as Registrable Securities is disputed, the
Company shall provide, at its expense, an Opinion of Counsel,
reasonably acceptable to the Holders of the Securities at issue
(and satisfactory to the Company's transfer agent to permit the
sale and transfer), that those securities may be sold immediately,
without volume limitation or other material restrictions, without
registration under the Securities Act, by virtue of Rule 144 or
similar provisions.
7. Furnish Information. At the Company's request, each
Holder shall furnish to the Company such information regarding
Holder, the Registrable Securities held by it, and the intended
method of disposition of such securities to the extent required to
effect the registration of its Registrable Securities or to
determine that registration is not required pursuant to Rule 144 or
other applicable provision of the Securities Act. The Company
shall include all information provided by such Holder pursuant
hereto in the Registration Statement, substantially in the form
supplied, except to the extent such information is not permitted by
law.
8. Expenses. All expenses, other than commissions and fees
and expenses of counsel to the selling Holders, incurred in
connection with registrations, filings or qualifications pursuant
hereto, including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company, shall be borne by the
Company.
9. Indemnification. In the event any Registrable Securities
are included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers, directors,
partners, legal counsel, and accountants of each Holder, any
underwriter (as defined in the Securities Act, or as deemed by the
Securities Exchange Commission, or as indicated in a registration
statement) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of Section 15 of the
Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements or omissions: (i) any
untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, and the
Company will reimburse each such Holder, officer or director,
underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection 9(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company
97
be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is
based upon a violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in
connection with such registration by any such Holder, officer,
director, underwriter or controlling person; provided however, that
the above shall not relieve the Company from any other liabilities
which it might otherwise have.
(b) Each Holder of any securities included in such
registration being effected shall indemnify and hold harmless the
Company, its directors and officers, each underwriter and each
other person, if any, who controls (within the meaning of the
Securities Act) the Company or such other indemnified party,
against any liability, joint or several, to which any such
indemnified party may become subject under the Securities Act or
any other statute or at common law, insofar as such liability (or
actions in respect thereof) arises out of or is based upon (i) any
untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration
statement under which securities were registered under the
Securities Act at the request of such Holder, any preliminary
prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or (ii) any omission or alleged omission by
such Holder to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was
made in such registration statement, preliminary or final
prospectus, amendment or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by
such Holder specifically for use therein. Such Holder shall
reimburse any indemnified party for any legal fees incurred in
investigating or defending any such liability; provided, however,
that such Holder's obligations hereunder shall be limited to an
amount equal to the proceeds to such Holder of the securities sold
in any such registration; and provided further, that no Holder
shall be required to indemnify any party against any liability
arising from any untrue or misleading statement or omission
contained in any preliminary prospectus if such deficiency is
corrected in the final prospectus or for any liability which arises
out of the failure of such party to deliver a prospectus as
required by the Securities Act.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim
in respect thereof is to be made against any indemnifying party
under this Section 9, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume, the defense thereof with
counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own
counsel, with the reasonably incurred fees and expenses of one such
counsel to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if
materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified
party under this Section 9, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than
under this Section 9.
(d) In the event that the indemnity provided in paragraphs (a)
and/or (b) of this Section 9 is unavailable to or insufficient to
hold harmless an indemnified party for any reason, the Company and
each Holder agree to contribute to the aggregate claims, losses,
damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending
same) (collectively "Losses") to which the Company and one or more
of the Holders may be subject in such proportion as is appropriate
98
to reflect the relative fault of the Company and the Holders in
connection with the statements or omissions which resulted in such
Losses. Relative fault shall be determined by reference to whether
any alleged untrue statement or omission relates to information
provided by the Company or by the Holders. The Company and the
Holders agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other
method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions
of this paragraph (d), 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. For
purposes of this Section 9, each person who controls a Holder of
Registrable Securities within the meaning of either the Securities
Act or the Exchange Act and each director, officer, partner,
employee and agent of a Holder shall have the same rights to
contribution as such holder, and each person who controls the
Company within the meaning of either the Securities Act or the
Exchange Act and each director and officer of the Company shall
have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph
(d).
(e) The obligations of the Company and Holders under this
Section 9 shall survive the resale, if any, of the Common Stock,
the completion of any offering of Registrable Securities in a
Registration Statement under this Agreement, and otherwise.
10. Reports Under Exchange Act. With a view to making
available to the Holders the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the SEC that
may at any time permit a Holder to sell securities of the Company
to the public without registration, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144; and
(b) use its best efforts to file with the SEC in a timely
manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act.
11. Amendment of Registration Rights. Any provision of this
Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of
the Company and the written consent of each Holder affected
thereby. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Holder, each future Holder,
and the Company.
12. Notices. All notices required or permitted under this
Agreement shall be made in writing signed by the party making the
same, shall specify the section under this Agreement pursuant to
which it is given, and shall be addressed if to (i) the Company at:
Guinness Telli*Phone Corporation; Attn: Xxxxxxxx Xxxxxxxx; 000
Xxxxxxx Xxx., Xxxxx 000; Xxxx Xxxxxx, XX 00000; Telephone: (415)
000-0000, Facsimile: (000) 000-0000; Email: xxxxxxxx@xxxxx.xxx (or
at such other location as directed by the Company in writing) and
(ii) the Holders at their respective last address as the party as
shown on the records of the Company. Any notice, except as
otherwise provided in this Agreement, shall be made by fax and
shall be deemed given at the time of transmission of the fax.
13. Termination. This Agreement shall terminate on the date
all Registrable Securities cease to exist (as that term is defined
in Section 2.1 hereof); but without prejudice to (i) the parties'
rights and obligations arising from breaches of this Agreement
occurring prior to such termination (ii) other indemnification
obligations under this Agreement.
14. Assignment. No assignment, transfer or delegation,
whether by operation of law or otherwise, of any rights or
obligations under this Agreement by the Company or any Holder,
respectively, shall be made without the prior written consent of
the majority in interest of the Holders or the Company,
respectively; provided that the rights of a Holder may be
transferred to a subsequent holder of the Holder's Registrable
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Securities (provided such transferee shall provide to the Company,
together with or prior to such transferee's request to have such
Registrable Securities included in a Registration, a writing
executed by such transferee agreeing to be bound as a Holder by the
terms of this Agreement), and the Company hereby agrees to file an
amended registration statement including such transferee or a
selling security holder thereunder; and provided further that the
Company may transfer its rights and obligations under this
Agreement to a purchaser of all or a substantial portion of its
business if the obligations of the Company under this Agreement are
assumed in connection with such transfer, either by merger or other
operation of law (which may include without limitation a
transaction whereby the Registrable Securities are converted into
securities of the successor in interest) or by specific assumption
executed by the transferee.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia
applicable to agreements made in and wholly to be performed in that
jurisdiction, except for matters arising under the Securities Act or
the Exchange Act, which matters shall be construed and interpreted in
accordance with such laws. Any dispute arising out of or relating to
this Agreement or the breach, termination or validity hereof shall be
finally settled by the federal or state courts located in Xxxxxx
County, Georgia.
16. Execution in Counterparts Permitted. This Agreement may be
executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one (1) instrument.
17. Specific Performance. The Holder shall be entitled to the
remedy of specific performance in the event of the Company's breach of
this Agreement, the parties agreeing that a remedy at law would be
inadequate.
18. Indemnity. Each party shall indemnify each other party against
any and all claims, damages (including reasonable attorney's fees), and
expenses arising out of the first party's breach of any of the terms of
this Agreement.
19. Entire Agreement; Written Amendments Required. This Agreement,
including the Exhibits attached hereto, the Investment Agreement, the
Common Stock certificates, and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof, and
no party shall be liable or bound to any other party in any manner by
any warranties, representations or covenants except as specifically set
forth herein or therein. Except as expressly provided herein,
[INTENTIONALLY LEFT BLANK]
neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 24th day of April, 2000.
GUINNESS TELLI*PHONE CORPORATION
By:
Xxxxxxxx X. Guinness, President & CEO
Address:
000 Xxxxxxx Xxx., Xxxxx 000
Xxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E- mail: xxxxxxxx@xxxxx.xxx
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SUBSCRIBER:
XXXXXX PRIVATE EQUITY, LLC.
By: ________________________________
Xxxx X. Xxxxxx, Manager
Address: 0000 Xxxxxxx Xxxxxx Xxxx
Xxxx. 000, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
