REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement dated as of December 29, 2000 (this
"Registration Rights Agreement"), by and among ObjectSoft Corporation, a
corporation organized under the laws of the State of Delaware (the "Company"),
and each of the Purchasers listed on Schedule A attached hereto. Each of the
Purchasers listed on Schedule A attached hereto is referred to herein as a
"Purchaser" and are collectively referred to herein as the "Purchasers."
WHEREAS, the Company is issuing and selling to the Purchasers and the
Purchasers and purchasing from the Company, pursuant to a Convertible Preferred
Stock Purchase Agreement, dated as of the date hereof, by and among the Company
and the Purchasers (the "Purchase Agreement"), shares of the Company's Preferred
Stock with an aggregate stated value of $1,225,000, which are convertible into
Units consisting of Common Stock and Warrants (all capitalized terms not
otherwise defined herein shall have those meanings ascribed to such terms in the
Purchase Agreement); and
WHEREAS, the Company desires to grant to the Purchasers registration
rights as set forth herein with respect to the Conversion Shares and Warrant
Shares (collectively hereinafter referred to as the "Stock" or "Securities" of
the Company), which shall not include the Preferred Stock and the Warrants.
NOW, THEREFORE, the Company and the Purchasers hereby agree as
follows:
Section 1. Registrable Securities. As used herein the term
"Registrable Security" means any of the Conversion Shares and Warrant Shares;
provided, however, that with respect to any particular Registrable Security,
such security shall cease to be a Registrable Security when, as of the date of
determination, (i) it has been effectively registered for resale under the
Securities Act of 1933, as amended (the "Securities Act"), and disposed of
pursuant thereto, (ii) registration under the Securities Act is no longer
required for the immediate public distribution of such security as a result of
the provisions of Rule 144(k) promulgated under the Securities Act, or (iii) it
has ceased to be outstanding. The term "Registrable Securities" means any and/or
all of the securities falling within the foregoing definition of a "Registrable
Security." In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common
Stock, such adjustment shall be made in the definition of "Registrable Security"
as is appropriate in order to prevent any dilution or enlargement of the rights
granted pursuant to this Section 1.
Section 2. Restrictions on Transfer. The Purchasers acknowledge and
understand that prior to the registration of the Securities as provided herein,
the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Securities Act. The Purchasers understand that no disposition or
transfer of the Securities may be made by the Purchasers in the absence of (i)
an opinion of counsel to the Purchasers reasonably acceptable to the Company
that such transfer may be made without registration under the Securities Act or
(ii) such registration.
Section 3. Registration Rights.
(a) The Company agrees that it will prepare and file with the
Securities and Exchange Commission ("Commission"), no later than thirty (30)
days after the Closing Date, a registration statement on Form S-3 or other
appropriate form under the Securities Act (the "Registration Statement"), at the
sole cost and expense of the Company (except as provided in Section 3(c)
hereof), in respect of all holders of Registrable Securities, initially
registering at least 10,780,000 shares of Common Stock (the "Initial Number of
Registered Shares").
The Company shall use its best efforts to cause the Registration
Statement to become effective within ninety (90) days from the Closing Date. In
the event the Commission prohibits the Company from registering the number of
shares of Common Stock as set forth in the Registration Statement, the Company
will either amend the Registration Statement or file other Registration
Statements for the purpose of registering that number of shares of Common Stock
necessary pursuant to the terms of the Purchase Agreement and this Registration
Rights Agreement.
(b) The Company will maintain the effectiveness of any Registration
Statement or post-effective amendment filed under this Section 3 under the
Securities Act until the earlier of (i) the date that all of the Registrable
Securities have been sold pursuant to the Registration Statement, (ii) the date
the holders thereof receive an opinion of counsel that all of the Registrable
Securities may be sold under the provisions of Rule 144(k), or (iii) five and
one-half years after the Closing Date. In the event that the Initial Number of
Registered Shares shall be insufficient to cover all Registrable Securities, the
Company shall file with the Commission such other Registration Statement(s)
necessary to register any Registrable Securities then outstanding or reasonably
expected to be issued which shall not have been registered.
(c) All fees, disbursements and out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing of the
Registration Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including without limitation, reasonable
attorneys' fees thereof) shall be borne by the Company. In addition, the Company
shall pay the reasonable attorney's fees and expenses of one (1) attorney
actually incurred by the Purchasers, in an amount not to exceed $10,000, in
connection with the review of the Registration Statement. The Purchasers shall
bear the cost of underwriting discounts and commissions, if any, applicable to
the Registrable Securities being registered and the fees and expenses of their
counsel. The Company shall qualify any of the Registrable Securities for sale in
such states as such Purchasers reasonably designate and shall furnish
indemnification in the manner provided in Section 6 hereof; provided, however,
that the Company shall not be required to qualify any of the Registrable
Securities for sale in any state which will require an escrow or other
restriction relating to the Company and/or the sellers. The Company at its sole
cost and expense will supply the Purchasers with copies of the Registration
Statement and the prospectus or offering circular included therein and other
related documents in such quantities as may be reasonably requested by the
Purchasers.
(d) The Company shall not be required by this Section 3 to include a
Purchaser's Registrable Securities in any Registration Statement which is to be
filed if, in the opinion of counsel for all of the Purchasers and the Company
(or, should they not agree, in the
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opinion of another counsel experienced in securities law matters acceptable to
counsel for the Purchasers and the Company), the proposed offering or other
transfer as to which such registration is requested is exempt from applicable
federal and state securities laws and would result in all Purchasers or
transferees obtaining securities which are not "restricted securities" as
defined in Rule 144 under the Securities Act.
(e) In the event the Registration Statement to be filed by the Company
pursuant to Section 3(a) above is not filed with the Commission within thirty
(30) days from the Closing Date and/or the Registration Statement is not
declared effective by the Commission within ninety (90) days from the Closing
Date, then the Company will pay to the Purchasers (pro rated on a daily basis),
as liquidated damages for such failure and not as a penalty, two percent (2%) of
the Purchase Price for every thirty (30) day period thereafter until the
Registration Statement has been filed and/or declared effective; provided that,
such demand is made by the Purchasers in writing within ninety (90) days of the
date on which the Company becomes liable for such liquidated damages in
accordance with this Section 3(e). Such payment of the liquidated damages shall
be made to the Purchasers in cash, promptly upon demand; provided however, that
the payment of such liquidated damages shall not relieve the Company from its
obligations to register the Securities pursuant to this Section. The
aforementioned liquidated damages shall cease to accrue one (1) year after the
Closing Date on the condition that the Purchasers may rely on Rule 144 for the
resale of all of the Securities then held by the Purchasers.
If the Company does not remit the damages to the Purchasers as set
forth above, the Company will pay the Purchasers' reasonable costs of
collection, including, without limitation, reasonable attorneys' fees and
disbursements of the Purchasers, in addition to the liquidated damages. The
registration of the Registrable Securities pursuant to this provision shall not
affect or limit Purchasers' other rights or remedies as set forth in this
Registration Rights Agreement.
(f) No provision contained herein shall preclude the Company from
selling securities pursuant to any Registration Statement in which it is
required to include Registrable Securities pursuant to this Section 3.
(g) If at any time or from time to time after the Closing Date, the
Company notifies the Purchasers in writing of the existence of a Potential
Material Event (as defined in Section 3(h) below), the Purchasers shall not
offer or sell any Registrable Securities or engage in any other transaction
involving or relating to Registrable Securities, from the time of the giving of
notice with respect to a Potential Material Event until such Purchaser receives
written notice from the Company that such Potential Material Event either has
been disclosed to the public or no longer constitutes a Potential Material
Event; provided, however, that the Company may not so suspend the right to such
holders of Securities for more than one twenty (20) day period in the aggregate
during any twelve month period, during the periods the Registration Statement is
required to be in effect. If a Potential Material Event shall occur prior to the
date the Registration Statement is filed, then the Company's obligation to file
the Registration Statement shall be delayed without penalty for not more than
twenty (20) days. The Company must give each Purchaser notice in writing at
least two business days prior to the first day of the blackout period.
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(h) "Potential Material Event" means any of the following: (a) the
possession by the Company of material information not for disclosure in a
registration statement; or (b) any material engagement or activity by the
Company which would be adversely affected by disclosure in a registration
statement at such time, that the Registration Statement would be materially
misleading absent the inclusion of such information.
(i) If the Company receives notice from the SEC that the SEC shall not
review the Registration Statement, the Company will cause the Registration
Statement to be declared effective no later than five (5) calendar days
thereafter.
Section 4. Cooperation with Company. The Purchasers, at the cost and
expense of the Company, will cooperate with the Company in all respects in
connection with this Registration Rights Agreement, including timely supplying
all information reasonably requested by the Company and executing and returning
all documents reasonably requested in connection with the registration and sale
of the Registrable Securities.
Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Registration Rights Agreement to
effect the registration of any of the Registrable Securities under the
Securities Act, the Company shall (except as otherwise expressly provided in
this Registration Rights Agreement), as expeditiously as possible:
(a) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the Purchaser of such securities shall desire to sell or otherwise
dispose of the same (including prospectus supplements with respect to the sales
of securities from time to time in connection with a registration statement
pursuant to Rule 415 promulgated under the Act);
(b) furnish to each Purchaser such numbers of copies of a summary
prospectus or other prospectus, including, without limitation, a preliminary
prospectus or any amendment or supplement to any prospectus, in conformity with
the requirements of the Securities Act, and such other documents, as such
Purchaser may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such Purchaser;
(c) register and qualify the securities covered by the Registration
Statement under such other securities or blue sky laws of such jurisdictions as
the Purchasers shall reasonably request (subject to the limitations set forth in
Section 3(c) hereof), and do any and all other acts and things which may be
necessary or advisable to enable each Purchaser to consummate the public sale or
other disposition in such jurisdiction of the securities owned by such
Purchaser, except that the Company shall not for any such purpose be required to
qualify to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified or to file therein any general consent to service of
process;
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(d) list such securities on the NASDAQ SmallCap Market or other
national securities exchange on which any securities of the Company are then
listed if the listing of such securities is then permitted under the rules of
such exchange or NASDAQ; and
(e) notify each Purchaser of Registrable Securities covered by the
Registration Statement, at any time when a prospectus relating thereto covered
by the Registration Statement is required to be delivered under the Securities
Act, of the happening of any event of which it has knowledge as a result of
which 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
not misleading in the light of the circumstances then existing.
Section 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Purchasers,
each and every officer, director, affiliate and employee of the Purchasers, and
each person, if any, who controls each Purchaser within the meaning of the
Securities Act and each officer, director, affiliate or employee of each of the
Purchasers ("Indemnified Purchaser") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this
Registration Rights Agreement, include, but not be limited to, all costs of
defense and investigation and all reasonable attorneys' fees thereof), to which
the Indemnified Purchaser 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 any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
or any related preliminary prospectus, final prospectus, offering circular,
notification or amendment or supplement thereto, or arise 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;
provided however, that the Company (i) will not be liable in any such case 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 the Registration Statement, preliminary prospectus,
final prospectus, offering circular, notification or amendment or supplement
thereto in reliance upon, and in conformity with, written information furnished
to the Company by the Indemnified Purchaser specifically for use in the
preparation thereof, and (ii) will not be required to pay any amounts paid in
settlement of any loss, claim, damage or liability if such settlement is
effected without the consent of the Company, which consent shall not be
unreasonably withheld. This Section 6(a) shall not inure to the benefit of any
Indemnified Purchaser with respect to any person asserting such loss, claim,
damage or liability who purchased the Registrable Securities which are the
subject thereof if the Indemnified Purchaser failed to send or give (in
violation of the Securities Act or the rules and regulations promulgated
thereunder) a copy of the prospectus contained in such Registration Statement to
such person at or prior to the written confirmation of such person of the sale
of such Registrable Securities, where the Indemnified Purchaser was obligated to
do so under the Securities Act or the rules and regulations promulgated
thereunder. This indemnity provision will be in addition to any liability which
the Company may otherwise have.
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(b) Each Purchaser agrees that it will severally, and not jointly,
indemnify and hold harmless the Company, and each officer, director, affiliate
and employee of the Company or person, if any, who controls the Company within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Registration Rights
Agreement, include, but not be limited to, all costs of defense and
investigation and all reasonable attorneys' fees thereof) to which the Company
or any such officer, director, affiliate, employee 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 any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, or any related preliminary
prospectus, final prospectus, offering circular, notification or amendment or
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but in each case
only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, preliminary
prospectus, final prospectus, offering circular, notification or amendment or
supplement thereto in reliance upon, and in conformity with, information
furnished to the Company by such Distributing Purchaser, specifically for use in
the preparation thereof. This indemnity provision will be in addition to any
liability which the Distributing Purchaser may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
6 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to any indemnified party otherwise
than as to the particular item as to which indemnification is then being sought
solely pursuant to this Section 6. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, assume the defense thereof, subject to the provisions stated
herein and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless the
indemnifying party shall not pursue the action to its final conclusion. The
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that, if the indemnified party
is the Distributing Purchaser, the fees and expenses of such counsel shall be at
the expense of the indemnifying party if the named parties to any such action
(including any impleaded parties) include both the Distributing Purchaser and
the indemnifying party and the Distributing Purchaser shall have been advised by
such counsel that there may be one or more legal defenses available to the
indemnifying party different from or in conflict with any legal defenses which
may be available to the Distributing Purchaser (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing
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Purchaser, it being understood, however, that the indemnifying party shall, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable only for the reasonable fees and
expenses of one separate firm of attorneys for the all indemnified parties,
which firm shall be designated in writing by the indemnified parties). No
settlement of any action against an indemnified party shall be made without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld.
Section 7. Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but 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 the express provisions of Section 6 hereof provide
for indemnification in such case or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Purchaser shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Registration Rights Agreement, include, but not be limited
to, all costs of defense and investigation and all reasonable attorneys' fees
and expenses thereof), in either such case (after contribution from others) on
the basis of relative fault as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or the applicable
Distributing Purchaser on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Distributing Purchaser agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in this
Section 7. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this Section 7 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. 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.
Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or
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the first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by reputable
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:
If to the Company:
ObjectSoft Corporation
Continental Plaza III
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. X. Xxxxx, Chairman
Telephone: (000) 000-0000
Facsimile No.: (000) 000-0000
If to the Purchasers, at the addresses set forth on Schedule A
attached hereto.
In either case, with a copy to:
Xxxxxx Xxxxxx, LLP
The Chrysler Building
000 Xxxxxxxxx Xxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq. and Xxxxxx Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile No.: (000) 000-0000
Any party hereto may from time to time change its address or facsimile
number for notices under this Section by giving at least ten days' prior written
notice of such changed address or facsimile number to the other party hereto.
Section 9. Assignment. This Registration Rights Agreement is binding
upon and inures to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns. The rights granted the Purchasers under this
Registration Rights Agreement shall not be assigned without the written consent
of the Company, which consent shall not be unnecessarily withheld. In the event
of a transfer of the rights granted under this Registration Rights Agreement,
the Purchasers agree that the Company may require that the transferee comply
with reasonable conditions as determined in the discretion of the Company.
Section 10. Counterparts; Facsimile; Amendments. This Registration
Rights Agreement may be executed in multiple counterparts, each of which may be
executed by less than all of the parties and shall be deemed to be an original
instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same
instrument. Except as otherwise stated herein, in lieu of the original
documents, a facsimile transmission or copy of the original documents shall be
as
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effective and enforceable as the original. This Registration Rights Agreement
may be amended only by a writing executed by the Company and a majority in
interest of the Purchasers.
Section 11. Termination of Registration Rights. The rights granted
pursuant to this Registration Rights Agreement shall terminate as to each
Purchaser (and permitted transferees or assignees) upon the occurrence of any of
the following:
(a) all Purchaser's Registrable Securities subject to this
Registration Rights Agreement have been registered under the Securities Act and
sold by the Purchasers;
(b) all of such Purchaser's Registrable Securities subject to this
Registration Rights Agreement may be sold without such registration pursuant to
Rule 144 promulgated by the SEC pursuant to the Securities Act without any
restrictions; or
(c) all of such Purchaser's Registrable Securities subject to this
Registration Rights Agreement can be sold pursuant to Rule 144(k).
Section 12. Headings. The headings in this Registration Rights
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Registration Rights Agreement.
Section 13. Governing Law; Venue; Jurisdiction. This Registration
Rights Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of New York, except for matters arising under the
Securities Act, without reference to principles of conflicts or choice of law
thereof. Each of the parties consents to the jurisdiction of the U.S. District
Court sitting in the Southern District of the State of New York or the state
courts of the State of New York sitting in Manhattan in connection with any
dispute arising under this Registration Rights Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions. Each party hereby agrees that if another party to this
Registration Rights Agreement obtains a judgment against it in such a
proceeding, the party which obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such judgment was obtained, and each party hereby waives any defenses
available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Registration Rights Agreement irrevocably consents
to the service of process in any such proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party at its
address set forth herein. Nothing herein shall affect the right of any party to
serve process in any other manner permitted by law. Each party waives its right
to a trial by jury.
Section 14. Severability. If any provision of this Registration Rights
Agreement shall for any reason be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision hereof and this
Registration Rights Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.
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Section 15. Entire Agreement. This Registration Rights Agreement and
the Purchase Agreement, together with all documents referenced herein, embody
the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Registration Rights Agreement shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this
Registration Rights Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.
OBJECTSOFT CORPORATION
By: /s/ XXXXX X. X. XXXXX
Name: Xxxxx Xxxxx
Title: Chairman
WARWICK CORPORATION LTD.
By: /s/ XXXX XXXXX XXXX
Name: Xxxx Xxxxx Xxxx
Title: Director
MANCHESTER ASSET MANAGEMENT, LTD.
By: /s/ XXXXXXX X.X. XXXXX XXXXXX
Name: Xxxxxxx X.X. Xxxxx Xxxxxx
Title: Director
ASPEN INTERNATIONAL, LTD.
By: /s/ XXXXXXX X. XxXXX
Name: Xxxxxxx X. XxXxx
Title: Director
DOMINO INTERNATIONAL, LTD.
By: /s/ XXXX XXXXX XXXX
Name: Xxxx Xxxxx Xxxx
Title: Director
GILSTON CORPORATION, LTD.
By: /s/ XXXXXXX X.X. XXXXX XXXXXX
Name: Xxxxxxx X.X. Xxxxx Xxxxxx
Title: Director
MAGELLAN INTERNATIONAL, LTD.
By: /s/ XXXXXXX X. XxXXX
Name: Xxxxxxx X. XxXxx
Title: Director
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
