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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
October 21, 1999
To each of the several Holders named in
Schedule A attached hereto:
Dear Sir/Madam:
Pursuant to the Agreement and Plan of Reorganization dated as of
October 21, 1999 (the "REORGANIZATION AGREEMENT"), among SIPEX Corporation
("PARENT"); CAT Acquisition Corporation I, a Delaware corporation and a wholly
owned subsidiary of Parent ("MERGER SUB"); Calogic, a California corporation
("CALOGIC"); and the other parties named therein, Merger Sub is being merged
with and into Calogic (the "MERGER"). In connection therewith you, as the
holders (together with your respective successors, assigns or transferees, the
"HOLDERS") of Common Stock of Calogic, are acquiring shares of Common Stock of
Parent. As the context requires, a Holder may be referred to as a "SELLER."
Capitalized terms used in this Registration Rights Agreement and not otherwise
defined herein shall have the meanings given to them in the Reorganization
Agreement. In connection with the Merger, Parent and you covenant and agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"AGREEMENT" shall mean this Registration Rights Agreement as
amended from time to time and in effect between the parties hereto.
"COMMISSION" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the
Securities Act.
"COMMON STOCK" shall mean the Common Stock, $.01 par value, of
Parent, as constituted as of the date of this Agreement.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in
effect at the time.
"MERGER SHARES" shall mean (i) the shares of Common Stock of
Parent issued to the Holders pursuant to the Reorganization Agreement
and (ii) any shares of Common Stock issued in respect thereof as a
result of any stock split, stock dividend, share exchange, merger,
consolidation, recapitalization, reclassification or other distribution
with respect to or in exchange for or replacement of any Merger Shares.
"REGISTRATION EXPENSES" shall mean the expenses so described
in Section 4.
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"RESTRICTED STOCK" shall mean the Merger Shares, excluding
Merger Shares which (a) have been registered under the Securities Act
pursuant to an effective registration statement covering such Merger
Shares filed in compliance with the Securities Act and disposed of in
accordance with the registration statement covering them; or (b) have
been sold pursuant to Rule 144 under the Securities Act.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the
time.
"SELLING EXPENSES" shall mean the expenses so described in
Section 4.
2. REGISTRATION. Parent shall use its reasonable best efforts to file a
registration statement under the Securities Act on Form S-3 (or such successor
registration form under the Securities Act subsequently adopted by the
Commission which permits inclusion or incorporation of substantial information
by reference to other documents filed by Parent with the Commission), relating
to all of the shares of Restricted Stock on or before March 15, 2000; provided,
however, that Parent shall not be required to register shares of Restricted
Stock of any Holder who does not comply with such Holder's obligations in the
last two paragraphs of Section 3 below.
3. REGISTRATION PROCEDURES. In connection with the registration of any
shares of Restricted Stock under the Securities Act as described in Section 2,
Parent will do the following:
(a) prepare and file, as required by Section 2 above, with the
Commission a registration statement with respect to such securities and use its
reasonable best efforts to cause such registration statement (i) to become
effective as soon as practicable after the date of its filing with the
Commission and (ii) to remain effective until the earlier of the sale of all
Restricted Stock covered thereby or one year after the Closing Date; provided,
however, that Parent may suspend sales at any time under the registration
statement immediately upon notice to the Holders at the last known address of
the Holders, for a period or periods of time not to exceed in the aggregate 90
days during any 12-month period, if there then exists material, non-public
information relating to Parent which, in the reasonable opinion of Parent, would
not be appropriate for disclosure during that time; provided, that such
suspension shall not apply to any disposition of Restricted Stock pursuant to a
program sale which Parent reasonably determines permits no discretion on the
part of the Holder with respect to such sales;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (a) above;
(c) furnish to each seller of Restricted Stock such number of
copies of the registration statement and each such amendment and supplement
thereto (in each case including exhibits) and the prospectus included therein
(including each preliminary prospectus) as such persons reasonably may request
in order to facilitate the public sale or other disposition of the Restricted
Stock covered by such registration statement;
(d) use its reasonable best efforts to register or qualify the
Restricted Stock covered by such registration statement under the securities or
"blue sky" laws of such jurisdictions as the sellers of Restricted Stock
reasonably shall request, provided, however, that Parent shall not for any such
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purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;
(e) prepare and file with Nasdaq an additional listing
application and use its reasonable best efforts to have the Restricted Stock
covered by such registration statement be accepted by Nasdaq for listing on the
Nasdaq National Market;
(f) notify each seller of Restricted Stock under such
registration statement (at any time when a prospectus relating thereto is
required to be delivered under the Securities Act), of the happening of any
event of which Parent has knowledge as a result of which the prospectus
contained 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 then existing, and promptly prepare and furnish to
such seller a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to the purchasers of such Restricted
Stock, such prospectus shall not include an untrue statement of 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 then
existing, provided that in no event shall Parent be obligated to file more than
three (3) amendments or supplements to reflect gifts or other non-public
transfers of Restricted Stock so that such shares may be sold under the
prospectus by such donees or transferees; and
(g) if the registration pursuant to Section 2 involves an
underwritten public offering (as determined in accordance with the last
paragraph of this Section 3), furnish, at the request of any Holder of
Restricted Stock included in the registration statement pursuant to Section 2 of
this Agreement, on the date that such Restricted Stock is delivered to the
underwriters for sale in such registration, (i) an opinion, dated such date, of
the counsel representing Parent for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to such Holder, and (ii) a
letter dated such date, from the independent certified public accountants of
Parent, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to such Holder (if permitted under applicable
professional standards);
(h) notify the Holders participating in such registration,
promptly after it shall receive notice thereof, of the time when such
registration statement has become effective or a supplement to any prospectus
forming a part of such registration statement has been filed; and
(i) in the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.
In connection with the registration of Restricted Stock hereunder, the
sellers of Restricted Stock will furnish to Parent in writing such information
requested by Parent with respect to themselves and the proposed distribution by
them as shall be necessary in order to assure compliance with applicable federal
and state securities laws.
Parent and Holders of a majority of the shares then constituting
Restricted Stock may determine, either before or after the initial filing of the
registration statement pursuant to Section 2, that the shares of Restricted
Stock may only be sold pursuant to such registration in an underwritten public
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offering. In that event, Parent will give prompt notice of such decision to each
seller, and afford each seller an opportunity to participate in such
underwritten offering. Parent may set time limits for the sellers to indicate
whether or not they desire to participate in such public offering, and may
require those sellers wishing to participate therein to execute custody
agreements and powers of attorney (which shall include authority to the
attorney-in-fact thereunder to execute an underwriting agreement with respect to
such offering) and other documentation in the form reasonably prescribed by
Parent and reasonably acceptable to the Holders. Upon the filing of a
registration statement for such underwritten offering (or an amendment to a
previously filed registration statement), sellers may only sell Restricted Stock
pursuant to such underwritten offering (or pursuant to an available exemption
from registration). If such underwritten offering is not completed within 75
days from the date of the determination referred to in the first sentence of
this paragraph, then such restriction shall no longer be applicable, and
Parent's obligations under Section 2 hereof shall be reinstated, with a new
registration statement (or amendment) to be filed by Parent as soon as
practicable and in any event within 15 days after the expiration of such 75-day
period.
4. EXPENSES. All expenses incurred by Parent in connection with
registrations pursuant to Sections 2 and 3, including, without limitation, all
registration, qualification and filing fees, fees and disbursements of counsel
and independent public accountants for Parent, fees and expenses incurred in
connection with complying with state securities or "blue sky" laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, but excluding any Selling Expenses, are called
"REGISTRATION EXPENSES." All underwriting discounts (if any) and selling
commissions applicable to the sale of Restricted Stock are called "SELLING
EXPENSES." Except as set forth in this paragraph, Parent will pay all
Registration Expenses in connection with the registration statement under
Section 2. All Selling Expenses in connection with the registration statement
under Section 2 and the sale of Restricted Stock thereunder shall be borne by
the participating sellers in proportion to the number of shares sold by each.
The Registration Expenses associated with any amendment or supplement to the
prospectus to reflect a gift or other non-public transfer of shares of
Restricted Stock so that such shares may be sold under the prospectus by the
donee or transferee shall be paid by the seller or sellers which made such gift
or transfer.
5. INDEMNIFICATION AND CONTRIBUTION.
(a) In connection with the registration, qualification or
compliance of the Restricted Stock under the Securities Act pursuant to Section
2 hereof, Parent will indemnify and hold harmless (i) each seller of such
Restricted Stock thereunder, (ii) to the extent the registration involves an
underwritten public offering as determined in accordance with Section 3, any
underwriter of such Restricted Stock thereunder and (iii) each other person, if
any, who controls such seller or underwriter within the meaning of the
Securities Act, against any expenses, losses, claims, damages and liabilities,
joint or several, to which such seller, underwriter or controlling person may
become subject under the Securities Act, Exchange Act, state securities laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions,
proceedings or settlements in respect thereof) arising out of or are based upon
(a) any untrue statement or alleged untrue statement of material fact contained
in the registration statement under which such Restricted Stock was registered
under the Securities Act pursuant to Section 2 hereof at the time it became
effective under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, offering
circular, or other document (including any related registration statement,
notification, or the like) incident to any such registration, qualification, or
compliance), (b) the omission or alleged omission of 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 or (c) any violation by
Parent or its agents of
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any rule or regulation promulgated under the Securities Act, Exchange Act or
state securities laws applicable to Parent or its agents and relating to action
or inaction required of Parent in connection with such registration,
qualification or compliance and Parent will reimburse each such seller, each
such underwriter and each such 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 Parent will not be liable in any such case if any to the extent that (A)
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement, an omission or alleged omission or
a violation or alleged violation so made in conformity with information
furnished in writing by any such seller, any such underwriter or any such
controlling person for inclusion in the registration statement under which such
Restricted Stock was registered under the Securities Act pursuant to Section 2
hereof or any prospectus contained therein, or any amendment or supplement to
such registration statement or prospectus, or (B) if such untrue statement or
alleged untrue statement, omission or alleged omission or violation or alleged
violation was corrected in an amended or supplemented prospectus delivered to
such seller and/or underwriter, as the case may be, and such seller or
underwriter failed to deliver a copy of the amended or supplemented prospectus
at or prior to the confirmation of the sale of the Restricted Stock to the
person or entity asserting any such loss, claim, damage or liability in any case
where such delivery is required by the Securities Act or any state securities
laws.
(b) In connection with the registration of the Restricted
Stock under the Securities Act pursuant to Section 2 hereof, each seller of such
Restricted Stock thereunder, if Restricted Stock held by such Holder are
included in the securities as to which such registrations being effected,
severally and not jointly, will indemnify and hold harmless Parent, each person,
if any, who controls Parent within the meaning of the Securities Act, each
officer of Parent who signs the registration statement, each director of Parent,
each underwriter and each person who controls such underwriter within the
meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which Parent or such officer, director,
underwriter or controlling person may become subject under the Securities Act,
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) the failure of such
seller to comply with the provisions of Section 8 herein, or (ii) any untrue
statement or alleged untrue STATEMENT of any material fact contained in the
registration statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or arising out of or are based
upon 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 will reimburse Parent and each such officer, director, underwriter and
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 such seller will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information furnished by such seller to Parent in writing
and stated to be specifically for use in the registration statement under which
such Restricted Stock was registered under the Securities Act pursuant to
Section 2 hereof or any prospectus contained therein, or any amendment or
supplement to such registration statement or prospectus; and provided, further,
that in no event shall any indemnity under this subsection 5(b) exceed the gross
proceeds from the offering received by such Holder from the sale of Restricted
Stock.
(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the
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omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other than under this
Section 5 and shall only relieve it from any liability which it may have to such
indemnified party under this Section 5 if and to the extent the indemnifying
party is prejudiced by such omission. In case any such claim or action shall be
brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party,
and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense, the indemnifying party shall
not be liable to such indemnified party under this Section 5 for any legal
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected, provided, however, that, if the defendants in any such
action include both the indemnified party and the indemnifying party and if the
interests of the indemnified party reasonably may be deemed to conflict with the
interests of the indemnifying party, the indemnified party shall have the right
to select a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to entry of
any judgment or enter into any settlement that 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 to such claim or
litigation. Each indemnified party shall furnish such information regarding
itself or the claim in question as an indemnifying party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.
(d) In order to provide for just and equitable contribution to
joint liability in any case in which a claim for indemnification is made
pursuant to this Section 5 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 5 provides for indemnification in such case, Parent and each seller
of Restricted Stock will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
proportion to the relative fault of Parent, on the one hand, and each holder,
severally, on the other hand; provided, however, that, in any such case, no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation and;
provided, further, that in no event shall any contribution under this subsection
5(d) on the part of any Holder exceed the gross proceeds received by such Holder
from the sale of Restricted Stock.
(e) The indemnities provided in this Section 5 shall survive
the transfer of any Restricted Stock by such Holder.
6. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the
Securities Act, Parent agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 or any successor provision thereof, at
all times;
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(b) maintain registration of its Common Stock under Section 12
of the Exchange Act, as is necessary to enable Holders to utilize Form S-3 for
the sale of their Restricted Stock;
(c) file in a timely manner all reports and other documents
required of Parent under the Securities Act and the Exchange Act; and
(d) furnish to any Holder, so long as the Holder owns any
Restricted Stock, forthwith upon request: (i) a written statement by Parent
regarding its compliance with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act (ii) a copy of the most recent annual or
quarterly report of Parent and such other reports and documents so filed by
Parent under the Exchange Act.
7. CHANGES IN COMMON STOCK. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification or similar event, or through a reorganization or
recapitalization or similar event, appropriate adjustment shall be made in the
provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
8. SELLERS' CONDUCT. With respect to any sale of Restricted Stock
pursuant to Section 2, you understand and agree as follows:
(a) You will carefully review the information concerning you
contained in the registration statement (if any) and will promptly notify Parent
if such information is not complete and accurate in all respects, including
having properly disclosed any position, office or other material relationship
within the past three years with Parent or its affiliates;
(b) You agree to sell your Restricted Stock only in the manner
set forth in the registration statement while such registration statement is
effective;
(c) You agree to comply with the anti-manipulation rules under
the Exchange Act in connection with purchases and sales of securities of Parent
during the time the registration statement remains effective;
(d) You agree to only sell shares in a jurisdiction after
counsel for Parent has advised that such sale is permissible under the
applicable state securities or "Blue Sky" laws;
(e) You agree to comply with the prospectus delivery
requirements of the Securities Act;
(f) You agree to promptly notify Parent of any and all planned
sales and immediately notify Parent of any completed sales of shares; and
(g) You agree to suspend sales during the periods when sales
are to be suspended pursuant to Section 3(a) herein.
9. MISCELLANEOUS.
(a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of
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the parties hereto (including, without limitation, transferees of any Restricted
Stock, provided that such transferee executes a counterpart signature page to
this Agreement in a form acceptable to Parent), whether so expressed or not, and
provided, further, that no holder or transferee of Merger Shares which have
ceased to be Restricted Stock shall have the benefit of the covenants and
agreements in this Agreement with respect to such Merger Shares.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by certified or registered
mail, return receipt requested, postage prepaid, sent by nationally recognized
delivery service guaranteeing delivery in two business days or less, with the
price of delivery paid by the sender, or telecopied, addressed as follows:
if to Parent, SIPEX Corporation at 00 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000, ATTN: Xxxxx XxXxxxxx (Fax Number 000-000-0000),
with a copy to Xxxxxxx Xxxxxxx, Esq., Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP,
000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (Fax Number 000-000-0000);
and;
if to any other party hereto, at the address of such
party set forth on the signature page hereto;
or, in any case, at such other address or addresses as shall have been furnished
in writing to Parent (in the case of a holder of Restricted Stock) or to the
holders of Restricted Stock (in the case of Parent) in accordance with the
provisions of this paragraph.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may be amended or modified, and provisions
hereof may be waived, with the written consent of Parent and the holders of at
least a majority of the outstanding shares of Restricted Stock.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
10. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register shares of Restricted Stock pursuant to this Section 2 may be
assigned by a Holder to a transferee or assignee of shares of Restricted Stock
which (a) is a subsidiary, parent, general partner, limited partner, retired
partner, member or retired member of a Holder, (b) is a Holder's family member
or trust for the benefit of an individual Holder, or (c) acquires the lesser of
(i) ten percent (10%) of the shares of Restricted Stock issued to such Holder
pursuant to the Reorganization Agreement (as adjusted for stock splits and
combinations) and (ii) the total number of shares (as adjusted for stock splits
and combinations) of
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Restricted Stock issued to such Holder pursuant to the Reorganization Agreement;
provided, however, (i) the transferor shall, within ten (10) days after such
transfer, furnish to the Company written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned and (ii) such transferee shall agree to
be subject to all restrictions and covenants set forth in this Registration
Rights Agreement.
(The remainder of this page has been left blank intentionally.)
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Signature Page to
Registration Rights Agreement
Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this letter, whereupon this Agreement
shall be a binding agreement between the Company and you. You understand that
Parent is expressly relying on the accuracy of the information contained herein.
The foregoing information is complete and correct as of the date hereof. You
hereby undertake to promptly notify Parent of any change in the above
information prior to investment in Parent.
Very truly yours,
SIPEX CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name:
Title:
AGREED TO AND ACCEPTED as of the date first above written.
HOLDERS:
/s/ Xxxxxx Del Arroz
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Name: Xxxxxx Del Arroz
Address:
/s/ Xxxxxx Del Arroz
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Name: Xxxxxx Del Arroz
Address:
/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Address:
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AGREED TO AND ACCEPTED as of the date first above written.
HOLDERS:
/s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Address: 000 Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
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SCHEDULE A
LIST OF HOLDERS
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MERGER SHARES
HOLDER (EXCLUDING ESCROW SHARES)
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Xxxxxx Del Arroz 2,840,869
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Xxxxxx Del Arroz 96,097
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Xxxxxx Xxxxxx 43,044
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Xxxxx Xxxxxx 200,000
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Xxxxxx Xxxx 100,000
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