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Exhibit 4.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated
as of December 31, 1996, by and among Falconite, Inc., an Illinois corporation
(the "Company"), Falconite Investments, L.P., a Colorado limited partnership
("FILP"), Xxxxxx X. Xxxxxxxxx as Trustee of the Xxxxxx X. Xxxxxxxxx Revocable
Trust U/A/D December 17, 1996 ("Xxxxxx Trust"), Xxxxxxx X. Xxxxxxxxx as Trustee
of the Xxxxxxx X. Xxxxxxxxx Revocable Trust U/A/D December 17, 1996 ("Xxxxxxx
Trust"), Xxxxxx X. Xxxxxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxxxxx ("Xxxxxxx"),
Xxxxxx Xxxxxx Xxxxxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxx ("Xxxxx"), Xxxxx Xxxxxx
("Xxxxxx"), Xxxxx X. XxXxxxx ("XxXxxxx") and Xxxxx Xxxx XxXxxxx as Trustee of
the Xxxxx X. XxXxxxx Children's Trust U/A/D 12/30/96 ("XxXxxxx Trust"). Each
of XXXX, Xxxxxx Trust, Xxxxxxx Trust, Joseph, Michael, Emilie, Grimm, Melber,
XxXxxxx and XxXxxxx Trust is sometimes referred to herein individually as a
"Shareholder" and collectively as the "Shareholders".
W I T N E S S E T H:
WHEREAS, the Shareholders are the holders of all of the issued
and outstanding shares of the Company's Common Stock; and
WHEREAS, in connection that certain Recapitalization
Agremeent, dated as of December 31, 1996, the parties agreed to execute and
deliver this Agreement setting forth certain rights of the Shareholders with
respect to registration under the Securities Act of 1933, as amended, of the
shares of the Common Stock held by the Shareholders.
NOW, THEREFORE, in consideration of these premises, the
covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged,
the parties hereto agree as follows:
Article 1
Registration of Registrable Securities
1.1 Certain Definitions. For purposes of this Agreement
the following terms shall have the following meanings:
(a) The term "Act" means the Securities Act of
1933, as amended;
(b) The term "Common Stock" shall mean shares of
the Company's Common Stock, $.01 per value per share, and any stock or
securities issued with respect to such Common Stock by reason of a stock
dividend, stock split, combination of shares, recapitalization
reclassification, merger, consolidation, corporate reorganization or otherwise;
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(c) The term "Exchange Act" means the Securities
Exchange Act of 1934, as amended;
(d) The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Act and the declaration or
ordering of effectiveness of such registration statement;
(e) The term "Registrable Securities" means the
shares of Common Stock held by the Shareholders; provided, however, such shares
shall not be deemed to be Registrable Securities to the extent that the Company
shall have received an opinion of counsel reasonably acceptable to the Company
that such shares may be resold without registration under Rule 144 under the
Act (or any successor rule) or an applicable exemption from registration under
the Act.
(f) The term "Rule 144" means Rule 144 under the
Act (or any similar rule then in force); and
(g) The term "Holder" means (a) each of the
Shareholders, and (b) any other person holding Registerable Securities to whom
the registration rights set forth in this Agreement have been transferred
pursuant to Section 1.9.
1.2 Demand Registrations.
(a) Requests for Registration. At any time on or
after the expiration of 180 days following the consummation of the Company's
initial public offering, as set forth in this Section 1.2 the Holders of a
majority of the Registrable Securities may request registration under the Act
of all or part of their Registrable Securities on Form S-1 or any similar
long-form registration statement ("Long-Form Registrations") or on Form S-2 or
S-3 or any similar short-form registration ("Short Form Registrations") if
available. Each request for registration shall state that it is being made
pursuant to this Section 1.2 and shall specify the number of Registrable
Securities requested to be registered. Within ten days after receipt of such
notice, the Company shall promptly notify all other Holders of such requested
registration and as soon as practicable shall include, subject to the
limitations of this Section 1.2 hereof, all Registrable Securities with respect
to which the Company has received written requests for inclusion therein. All
registrations requested pursuant to Sections 1.2(b) and 1.2(c) are referred to
herein as "Demand Registrations."
(b) Long-Form Registrations. The Holders of a
majority of the Registrable Securities shall be entitled to request two
Long-Form Registrations. A registration will not count as a permitted
Long-Form Registration until it has become effective and unless the Holders of
Registrable Securities are able to register and sell at least 75% of the
Registrable Securities requested to be included in such registration.
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(c) Short-Form Registrations. In addition to the
Long-Form Registrations provided pursuant to Section 1.2(b), at any time after
the Company has completed a public offering of the Company's Common Stock under
the Act the holders of a majority of the Registrable Securities shall be
entitled to request three Short-Form Registrations. Demand Registrations will
be Short-Form Registrations whenever the Company is permitted to use any
applicable short-form. After the Company has become subject to the reporting
requirements of the Exchange Act, the Company will use commercially reasonable
efforts to make Short-Form Registrations available for the sale of Registrable
Securities.
(d) Limitations on Demand Registrations.
Notwithstanding any other provision of this Section 1.2, the Company shall not
be obligated to effect any Demand Registration within six months after the
effective date of a previous Demand Registration. The Company may postpone for
no more than 90 days in any 360-day period, the filing or the effectiveness of
a registration statement of a Demand Registration if the Board of Directors,
acting in good faith, believes that such Demand Registration might reasonably
be expected to have an adverse effect on any proposal or plan to engage in any
acquisition or disposal of stock or assets or any merger, consolidation, tender
offer or similar transaction; provided that in such event, the Holders of
Registrable Securities requesting such Demand Registration will be entitled to
withdraw such request and, if such request is withdrawn, such Demand
Registration will not count as a Demand Registration; provided, however, that
(i) the Company may not exercise this right to delay a Demand Registration on
more than one occasion during any period of 12 consecutive months and (ii) the
Company shall reimburse each Holder for all expenses (including, without
limitation, fees, expenses and disbursements of counsel) incurred in connection
with any such registration prior to a delay by the Company.
(e) Underwriting Requirements. In connection
with any Demand Registration involving an underwriting, the Company shall
(together with all Holders proposing to distribute their securities through
such underwriting) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters of recognized standing,
reasonably acceptable to the Company, selected for such underwriting by a
majority-in-interest of the Holders proposing to sell Registrable Securities
pursuant to such Demand Registration. If a Demand Registration is an
underwritten offering and the representative of the underwriters advises the
Holders in writing that marketing factors require a limitation of the number of
Registrable Securities to be included in the registration and underwriting,
then, the number of shares of Common Stock that may be included in the
registration and underwriting shall be allocated among all Holders in
proportion, as nearly as practicable, to the respective aggregate amount of
Registerable Securities proposed to be sold by such Holders at the time of
initial filing the Registration Statement. If in connection with any Demand
Registration involving
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an underwriting, the Holders requesting registration are unable for any reason
to include in such registration all of the Registrable Securities for which
registration has been requested, then such Holder or Holders shall be entitled
to one additional Demand Registration pursuant to this Section 1.2. If the
underwriter has not limited the number of Registerable Securities to be
underwritten, then the Company may include securities for its own account or
for the account of others in such registration if the underwriter so agrees in
writing and if the number of Registerable Securities that would otherwise have
been included in such registration and underwriting will not thereby be limited
for any reason, including but not limited to the price for which the
Registerable Securities will be sold.
(f) Expenses of Demand Registration. All
expenses incurred in connection with a Demand Registration (excluding
underwriters' discounts and commissions), including without limitation all
registration and qualification fees, fees and expenses of compliance with
securities or blue sky laws, printers' and accounting fees, fees and
disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the selling Holders shall be borne by the
Company; provided, however, that the Company shall not be required to pay for
any expenses of any registration proceeding begun pursuant to this Section 1.2
if the registration request is subsequently withdrawn, unless the Holders agree
to forfeit their right to a demand registration pursuant to this Section 1.2.
1.3 Piggyback Registrations. If at any time after the
expiration if 180 days after the consummation of the Company's initial public
offering, the Company proposes to register any of its Common Stock under the
Act and the registration form to be used can be used to register the resale of
the Common Stock (other than a registration statement (A) on Form S-8 or any
successor form relating to securities issuable pursuant to any benefit plan; or
(B) on Form S-4, or any successor form to each such form relating to an
exchange offer or relating to a transaction pursuant to Rule 145 of the Act),
the Company shall, each such time, promptly give the Holders written notice of
such determination to effect such a registration not later than twenty (20)
days prior to the anticipated date of filing with the Securities and Exchange
Commission (the "Commission") of the registration statement. Upon the written
request of any of the Holders given within fifteen (15) days after mailing of
any such notice by the Company, as part of the registration to which such
notice relates, the Company shall use its best efforts to cause to be
registered under the Act all of the Registrable Securities that the Holders
have requested to be registered.
(a) Underwritten Offerings. If the registration
of which the Company gives notice is for a registered public offering involving
an underwriting, then the Company shall so advise the Holders as a part of such
written notice. In such event, the right of the Holders to registration
pursuant to this Section shall be
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conditioned upon the Holders' agreeing to participate in such underwriting upon
the terms and condition as shall be negotiated by the Company, and the
inclusion of the Registrable Securities in the underwriting to the extent
provided herein. The Holders proposing to distribute securities through such
underwriting shall (together with the Company) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting by the Company. Notwithstanding any other provisions of this
Section, if the underwriter determines in writing, in its sole and absolute
discretion, that marketing factors require a limitation of the number of shares
to be underwritten, then the underwriter may exclude some or all Registrable
Securities from such registration and underwriting in accordance with the
provisions of this Section; provided, however, that if any securities are being
offered for the account of any holder of the Company's securities other than
the Holders, the reduction in the number of Registrable Securities included in
such registration shall not represent a greater percentage of the amount of
Registrable Securities originally requested to be registered and sold in such
registration than the lowest percentage reduction imposed upon any holder of
the Company's securities other than the Holders. The Company shall so advise
the Holders distributing securities through such underwriting, and the number
of Registrable Securities that may be included in the registration and
underwriting on behalf of the Holders shall be allocated among the Holders in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities which the Holders requested to be included in the registration. If
the Holders disapprove of the terms of any such underwriting, then the Holders
may elect to withdraw therefrom by written notice to the Company and the
underwriter. Any securities so excluded or withdrawn from such underwriting
shall be withdrawn from such registration.
(b) Expenses of Piggyback Registrations. In the case
of any registration effected pursuant to this Section, any additional
registration and qualification fees and expenses, and any additional costs
(other than underwriters discounts and commissions) that result from the
inclusion of securities held by the Holders participating in the registration
shall be borne by the Company. In addition, the reasonable fees and
disbursements of one counsel for the selling Holders shall be borne by the
Company.
1.4 Obligations of the Company. If the Company is
required to use its best efforts to effect a registration of the Registrable
Securities under this Agreement, the Company shall:
(a) file with the Commission a registration
statement on an appropriate form of registration statement with respect to the
Registrable Securities as soon as practicable after receipt of the written
request from the Shareholders to do so and use its best efforts thereafter to
cause such registration statement to become effective;
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(b) prepare and file as soon as reasonably
practicable 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 such prospectus
current and to comply with the provisions of the Act with respect to the
disposition of the Registrable Securities until the earlier of (A) such time as
all of the Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the Holders; (B) the expiration of six
months from the effective date of such registration statement; or (C) such time
as the Registrable Securities are otherwise freely tradeable;
(c) furnish such number of copies of the
registration statement, the preliminary prospectus, term sheet (if any) and
prospectus included in such registration statement, and each amendment and
supplement thereto, as the Holders may reasonably request;
(d) use its best efforts to register or qualify
the Registrable Securities under the applicable state securities laws as
reasonably necessary for the intended distribution of the Registrable
Securities and to keep such registration or qualification in effect for so long
as the registration statement filed with the Commission remains in effect as
provided in (b), above, provided that Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction in which it would not otherwise be obligated to be so qualified,
or to subject itself to taxation in any such jurisdictions or to consent to
general service of process in any such jurisdiction, or to qualify as a dealer
in securities;
(e) notify the Holders, at any time when a
prospectus is required to be delivered by the Holders under the Act, upon
discovery by the Company that the prospectus included in such 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 not misleading in light of the circumstances under
which they were made, whereupon the Holders shall suspend any offers or sales
of the Registrable Securities until such time as such prospectus, as amended or
supplemented from time to time, 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 not misleading in light of the
circumstances under which they were made;
(f) list the Registrable Securities on any
securities exchange (and/or on any system of automated dissemination of
quotations of securities prices) on which shares of the Common Stock are at any
time listed, upon official notice of issuance, and maintain such listing, or,
if not so listed, to be listed upon The Nasdaq Stock Market and to maintain
such listing; and
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(g) furnish (or cause to be furnished) to each
Holder, all undertakings, agreements, certificates, opinions, financial
statements and (if reasonably requested by such Holders) "comfort letters" of
the sort customarily provided to selling shareholders in secondary
distributions and to the managing underwriters, if the transaction in question
is or were an underwritten public offering.
1.5 Obligations of the Holders. It shall be a condition
precedent to the obligations of the Company to take any action pursuant to this
Agreement that the Holders shall furnish to the Company such information
regarding them, the Registerable Securities held by them, and the intended
method of disposition of such securities as the Company shall reasonably
request and as shall be required in connection with the action to be taken by
the Company.
1.6 Black-Out Period Agreement. In consideration for the
Company agreeing to its obligations under this Agreement, the Holders agree in
connection with any registration of the Company's securities (other than
pursuant to a registration statement (A) on Form S-8 or any successor form
relating to securities issuable pursuant to any benefit plan; or (B) on Form
S-4, or any successor form relating to an exchange offer or relating to a
transaction pursuant to Rule 145 under the Act) that, upon the request of the
underwriters managing any underwritten offering of the Company's securities,
not to sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any of the Common Stock (other than those included
in the registration) without the prior written consent of such underwriters for
ninety (90) days from the effective date of such registration or such shorter
period as may be agreed to by the underwriters with regard to such dispositions
of the Common Stock by executive officers and directors of the Company.
1.7 Delay of Registration. No Holder shall have any
right to take any action to restrain, enjoin, or otherwise delay any
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.
1.8 Rule 144 Reporting. With a view toward making
available to the holders of Common Stock the benefits of certain rules and
regulations of the Commission which may permit the sale of the Common Stock to
the public without registration, the Company agrees to use its best efforts to:
(a) make and keep current public information
available, within the meaning of Rule 144 or any similar or analogous rule
promulgated under the Act, at all times after it has become subject to the
reporting requirements of the Exchange Act;
(b) file with the Commission, in a timely manner,
all reports and other documents required of the Company under the
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Act and the Exchange Act (after it has become subject to the reporting
requirements); and
(c) so long as any party hereto owns any
Registrable Securities, furnish to such party forthwith upon request, a written
statement by the Company as to its compliance with the reporting requirements
of Rule 144 (at any time commencing 90 days after the effective date of the
first registration filed by the Company for an offering of its securities to
the general public), the Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of the Company; and such other reports and documents
as such party may reasonably request in availing itself of any rule or
regulation of the Commission allowing it to sell any such securities without
registration.
1.9 Transfer of Registration Rights. The registration
rights of the Shareholders under this Agreement may not be transferred to any
transferee except a transferee who is the heir or personal representative of a
Shareholder or a revocable trust voluntarily established by him primarily for
his benefit.
Article 2
Indemnification
2.1 General Indemnification. In connection with any
registration or qualification of the Registrable Securities under this
Agreement, (i) the Company shall indemnify and hold harmless each of the
Shareholders, including but not limited to each person, if any, who controls a
Shareholder within the meaning of Section 15 of the Act, against all losses,
claims, damages, liabilities and expenses (including but not limited to
reasonable expenses incurred in investigating, preparing and defending against
any claim) to which a Shareholder or such controlling person may become subject
under the Act, the Exchange Act or otherwise, insofar as the same arise out of
or are based upon or are caused by any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or
prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) furnished pursuant to this Agreement or
insofar as the same arise out of or are based upon or are 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,
except insofar as such losses, claims, damages, liabilities or expenses are
ultimately determined to have arisen out of or were based upon or were caused
by any untrue statement or alleged untrue statement or omission or alleged
omission based upon written information furnished to the Company by or on
behalf of any Shareholder or any such control person for inclusion in any
registration statement or prospectus (and any amendments or supplements
thereto), and (ii) the Shareholders severally and not jointly, shall indemnify
the Company, its affiliates, any person who signed any registration statement,
and
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their respective officers, directors and control persons against all such
losses, claims, damages, liabilities and expenses (including but not limited to
reasonable expenses incurred in investigating, preparing and defending against
any claim) insofar as the same are ultimately determined to have arisen out of
or were based upon or were caused by any such untrue statement or alleged
untrue statement or any such omission or alleged omission based upon written
information furnished to the Company by or on behalf of any Shareholder or any
such control person for the inclusion in any registration statement or
prospectus (and any amendments or supplements thereto); provided, however, that
the liability of each Shareholder under this Section 2.1 shall be limited to
net proceeds actually received by such Shareholder pursuant to a prospectus
included in a registration statement under this Agreement.
2.2 Notice of, and Procedures for, Collecting
Indemnification. Promptly upon receipt by a party indemnified under this
Agreement of notice of the commencement of any action against such indemnified
party in respect of which indemnity or reimbursement may be sought against any
indemnifying party under this Agreement, such indemnified party shall notify
the indemnifying party in writing of the commencement of such action, but the
failure so to notify the indemnifying party shall not relieve it of any
liability which it may have to any indemnified party otherwise than under this
Agreement unless such failure shall materially and adversely affect the defense
of such action. In case notice of commencement of any such action shall be
given to the indemnifying party as above provided, the indemnifying party shall
be entitled to participate in and, to the extent it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably
satisfactory to such indemnified party. The indemnified party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel (other than
reasonable expenses incurred in investigating, preparing and defending against
any claim) shall be paid by the indemnified party unless (a) the indemnifying
party agrees to pay the same, (b) the indemnifying party fails to assume the
defense of such action with counsel reasonably satisfactory to the indemnified
party (in which case the indemnifying party shall not have the right to assume
the defense of such action on behalf of such indemnified party), or (c) the
named parties to any such action (including any impleaded parties) have been
advised by such counsel that representation of such indemnified party and the
indemnifying party by the same counsel would be inappropriate under applicable
standards of professional conduct (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of such
indemnified party). In the event that either of the circumstances described in
clauses (b) and (c) of the sentence immediately preceding shall occur, the
indemnified party shall have the right to select a separate counsel and to
assume such legal defense and otherwise to participate in the defense of any
such action, with the expenses and fees of such separate counsel and other
expenses
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related to such participation to be reimbursed by the indemnifying party as
incurred. No indemnifying party shall be liable for any settlement entered
into without its consent, which consent shall not be unreasonably withheld or
delayed.
Article 3
Miscellaneous
3.1 Notices. All notices, requests and other
communications to any party hereunder shall be in writing and shall be given to
such party at its address or telecopier number set forth on the signature page
hereof, or such other address or telecopier number as such party may
hereinafter specify for the purpose. Each such notice, request or other
communication shall be effective (a) if given by telecopy, when such telecopy
is transmitted to the telecopy number specified in this Section 3.1 and the
transmitting telecopier receives confirmation of delivery, (b) if given by
overnight air courier, on the next business day after the date of shipment, or
(c) if given by any other means, when delivered at the address referred to in,
or specified by such party pursuant to, this Section 3.1.
3.2 Amendment and Waiver. The provisions of this
Agreement may be amended or waived only upon the prior written consent of the
Company and the Holders of a majority of the Registrable Securities.
3.3 Counterparts. This Agreement may be executed in two
or more counterparts, all of which taken together shall constitute one
instrument.
3.4 Binding on Successors and Assigns. This Agreement
shall be binding upon, inure to the benefit of and be enforceable by and
against the parties hereto and their respective successors and permitted
assigns in accordance with the terms hereof.
3.5 Headings. The headings in the sections and
subsections of this Agreement are inserted for convenience only and in no way
alter, amend, modify, limit or restrict the contractual obligations of the
parties.
3.6 Severablity. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohbiited by or invalid under applcable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
3.6 Arbitration. Any and all disputes relating to this
Agreement and the transactions contemplated hereby (including, without
limitation, that a party hereto is entitled to indemnification and/or the
amount thereof) shall be settled by
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binding arbitration before a single commercial arbitrator in St. Louis,
Missouri. The disputing parties shall jointly select a single arbitrator from
a list furnished by the American Arbitration Association, and if such parties
cannot agree on an arbitrator within ten (10) days after either party requested
the other to select a mutually agreeable arbitrator, then an arbitrator shall
be appointed by the American Arbitration Association. The decision and/or
award of any such arbitrator shall be final and binding upon all parties having
an interest in the dispute.
3.7 Entire Agreement; Law Governing. All prior
negotiations and agreements between the parties hereto are superseded by this
Agreement, and there are no representations, warranties, understandings or
agreements other than those expressly set forth herein, except as modified in
writing concurrently herewith or subsequent hereto. This Agreement shall be
governed by and construed and interpreted according to the internal laws of the
State of Illinois, determined without reference to conflicts of law principles.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives on the day
and year first above written.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.
FALCONITE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President
FALCONITE INVESTMENTS, L.P.
By XXXXXXX X. XXXXXXXXX REVOCABLE
TRUST U/A/D 12/17/96, its
Managing General Partner
By:/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxxx Trustee
XXXXXX X. XXXXXXXXX REVOCABLE TRUST
U/A/D 12/17/96
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
XXXXXXX X. XXXXXXXXX REVOCABLE
TRUST U/A/D 12/17/96
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxxx
Address: 0000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
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/a/ Emilie Xxxxxx Xxxxxxxxx
------------------------------------------
Emilie Xxxxxx Xxxxxxxxx
Address: 0000 Xxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
/s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
/s/ Xxxxx Xxxxxx
------------------------------------------
Xxxxx Xxxxxx
Address: 000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
/s/ Xxxxx X. XxXxxxx
------------------------------------------
Xxxxx X. XxXxxxx
Address: 000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
XXXXX X. XXXXXXX CHILDREN'S TRUST
U/A/D 12/30/96
By: /s/ Xxxxx Xxxx XxXxxxx
--------------------------------------
Xxxxx Xxxx XxXxxxx, Trustee
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