Exhibit 4.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of September __,
1998, by and between Questron Technology, Inc., a Delaware corporation (the
"Company"), and the persons listed on Schedule A hereto (each a "Seller" and
collectively, the "Sellers").
PRELIMINARY STATEMENT
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WHEREAS, the Company, Sellers and Fortune Industries, Inc., a Texas
corporation ("Fortune"), have entered into a Stock Purchase Agreement, dated as
of June 12, 1998 and amended as of July 29, 1998, (the "Stock Purchase
Agreement"), pursuant to which Sellers are selling to the Company, and the
Company is purchasing from Sellers, all of the issued and outstanding shares of
capital stock of Fortune (the "Fortune Shares");
WHEREAS, as consideration for the Sellers' sale of the Fortune Shares to
the Company, the Company shall issue to the Sellers the Initial Questron Common
Stock and the Deferred Questron Common Stock (as such terms are defined in the
Stock Purchase Agreement), which consist of shares of Questron's common stock,
par value $.001 per share (the "Common Stock");
WHEREAS, Sellers are requiring the Company to enter into this Agreement in
connection with the Stock Purchase Agreement and as a condition to the purchase
of the Fortune Shares by the Company;
NOW THEREFORE, in consideration of these premises, and the respective
promises and covenants contained herein, the parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Section 1.1 Certain Definitions. Any capitalized terms not otherwise
defined herein shall have the meaning given such terms in the Stock Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:
"Act" means the United States Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission issued
under the Act, as they each may, from time to time, be in effect.
"Commission" means the United States Securities and Exchange Commission,
or any other Federal agency at the time administering the Act.
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"Common Stock" means the shares of common stock, par value $0.001 per
share, of the Company.
"Convertible Securities" means any option, warrant, share of capital stock
or securities of the Company which is convertible into or exchangeable for
Common Stock.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission issued under the Exchange Act, as they each may, from time to time,
be in effect.
"Holders" means each Seller, and any assignee who becomes a party to this
Agreement as provided in Section 2.9, in each case in its capacity as a holder
of Registrable Securities. For purposes of this Agreement, the Company may deem
and treat the registered holder of a Registrable Security as the Holder and
absolute owner thereof, and the Company shall not be affected by any notice to
the contrary.
"Indemnified Party" has the meaning described in Section 2.4(c) below.
"Indemnifying Party" has the meaning described in Section 2.4(c) below.
"Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of its Common Stock
or Convertible Securities (other than a registration statement on Form S-8 or
Form S-4, or their successors, or any other form for a limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another entity).
"Registration Expenses" means all expenses incurred by the Company in
complying with Section 2.1, including, without limitation, all registration and
filing fees, exchange listing fees, printing expenses, fees and disbursements of
counsel for the Company, state Blue Sky fees and expenses, and the expense of
any special audits incident to or required by any such registration, but
excluding underwriting discounts on the Registrable Securities, selling
commissions on the Registrable Securities, transfer taxes, and the fees and
expenses of any selling Holders', which shall be borne by the participating
Holders in proportion to the number of Registrable Securities offered by each.
"Registrable Securities" means each of the following securities: (i) the
Shares of the Initial Questron Common Stock and the Deferred Questron Common
Stock, and (ii) any other securities issued in exchange for, upon conversion of,
as a dividend on or otherwise in respect of any of such securities. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when (a) a Registration Statement with respect to the sale of such
securities shall have become effective under the Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) such securities are eligible for resale pursuant to
Rule 144(k) (or any successor rule or regulation) or in a single transaction
pursuant to Rule 144(e) (or any successor rule or regulation) promulgated under
the Act, (c) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Act, (d) such securities shall have
ceased to be outstanding or (e) upon any sale, transfer or other disposition in
any manner to a person or entity which, by virtue of Section 2.9 hereof, is not
entitled to the rights provided by this Agreement.
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ARTICLE 2.
REGISTRATION RIGHTS
Section 2.1 Incidental Registration.
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(a) Subject to Section 2.1(c) below, whenever the Company proposes to file
a Registration Statement at any time and from time to time hereafter (a
"Registration"), it will, prior to such filing, give written notice to all
Holders of its intention to do so and, upon the written request of a Holder or
Holders given within 20 days after the Company provides such notice (which
request shall state the number of Registrable Securities to be registered and
the intended method of distribution of such Registrable Securities), the Company
shall, subject to Section 2.1(b) below, cause all Registrable Securities which
the Company has been requested by such Holder or Holders to be included in the
Registration Statement; provided that the Company shall have the right to
postpone or withdraw any registration effected pursuant to this Section 2.1
without obligation or liability to any Holder.
(b) In connection with any registration under this Section 2.1 involving
an underwritten offering, the Company shall not be required to include any
Registrable Securities in such Registration Statement unless the Holders thereof
accept the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If in the opinion of the managing underwriter
employed by the Company for the distribution of equity securities it shall
determine, in its sole discretion, that the registration of all, or part of, the
Registrable Securities which the Holders have requested to be included would
interfere with the successful marketing of the proposed public offering, then
the Company shall be required to include in the Registration Statement only that
number of Registrable Securities, if any, which the managing underwriter
believes may be sold without interfering with the successful marketing of the
proposed public offering. If the number of Registrable Securities to be included
in the Registration Statement in accordance with the foregoing is less than the
total number of shares which the holders of Registrable Securities have
requested to be included, then the holders of Registrable Securities who have
requested registration and other holders of securities of the Company entitled
to include them in such Registration Statement shall participate in the
underwritten offering pro rata based upon their total ownership of shares of
Common Stock of the Company. If any holder would thus be entitled to include
more shares than such holder requested to be registered, the excess shall be
allocated among other requesting holders pro rata based upon their total
ownership of shares of Common Stock and/or Convertible Securities, as the case
may be, of the Company.
(c) The Company shall not be required to provide and effect more than two
(2) registrations in the aggregate for all Holders pursuant to Section 2.1(a)
above.
Section 2.2 Registration Procedures.
(a) If and whenever the Company is required by the provisions of this
Agreement to effect the registration of any of the Registrable Securities under
the Act, the Company shall:
(i) file with the Commission within 90 days a Registration Statement
with respect to such Registrable Securities and use its best efforts to
cause that Registration Statement to become and remain effective for such
period of time (not exceeding three months) as may be necessary to effect
the sale or other disposition of all Registrable Securities covered by
such Registration
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Statement or until the Registrable Securities covered thereby cease to be
Registrable Securities, whichever is sooner;
(ii) prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in
the Registration Statement as may be necessary to keep the Registration
Statement effective for the period described in Section 2.2(a)(i) above;
(iii) furnish to each selling Holder such reasonable numbers of copies
of the prospectus, including a preliminary prospectus, and such other
documents as each selling Holder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable
Securities owned by such selling Holder; and
(iv) register or qualify the Registrable Securities covered by the
Registration Statement under the securities or Blue Sky laws of such
states (including, but not limited to, the securities laws of the State of
Texas) as the selling Holder shall reasonably request; provided, however,
that (x) the Company shall not for any purpose be required to qualify to
do business as a foreign corporation in any jurisdiction wherein it is not
so qualified or execute a general consent to service of process in any
jurisdiction and (y) if the Company is offering securities for its own
account, it need not register or qualify under the securities or Blue Sky
laws of any jurisdiction in which the managing underwriter has no
intention of offering or selling securities for the account of the Company
(except that the Company will use its best efforts to register or qualify
Registrable Securities in such additional jurisdiction as any Holder may
request subject to the limitation of this clause (iv) and at such Holder's
expense).
(b) Each selling Holder of Registrable Securities agrees that, upon
receipt of any notice from the Company of (i) any request by the Commission for
amendments or supplements to a Registration Statement or related prospectus
covering any of such selling Holder's Registrable Securities, (ii) the issuance
by the Commission of any stop order suspending the effectiveness of a
Registration Statement covering any of such selling Holder's Registrable
Securities or the initiation of any proceedings for that purpose, (iii) the
receipt by the Company of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (iv) the happening
of any event that requires the making of any changes in the Registration
Statement covering any of such selling Holder's Registrable Securities so that
it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or that any related prospectus will not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in light of the circumstances under
which they are made, not misleading, and (v) the Company's reasonable
determination that a post-effective amendment to a Registration Statement
covering any of such selling Holder's Registrable Securities or a supplement to
any related prospectus is required under the Act; such selling Holder will
forthwith discontinue disposition of such Registrable Securities until it is
advised in writing by the Company that the use of the applicable prospectus (as
amended or supplemented, as the case may be) and disposition of the Registrable
Securities covered thereby pursuant thereto may be resumed provided, however,
(x) that such selling Holder shall not resume its disposition of Registrable
Securities pursuant to such Registration Statement or related prospectus unless
it has received notice from the Company that such Registration Statement or
amendment has become effective under the Act and has received a copy or copies
of the related prospectus (as then amended or
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supplemented, as the case may be) unless the Registrable Securities are then
listed on a national securities exchange and the Company has advised such
selling Holder that the Company has delivered copies of the related prospectus,
as then amended or supplemented, in transactions effected upon such exchange,
subject to any subsequent receipt by such selling Holder from the Company of
notice of any of the events contemplated by Stock clauses (i) through (v) of
this paragraph, and, (y) if so directed by the Company, such holder will deliver
to the Company all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
Section 2.3 Allocation of Expenses. The Company will pay all Registration
Expenses of all Registrations under this Agreement.
Section 2.4 Indemnification.
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(a) In the event of any registration of any of the Registrable Securities
under the Act pursuant to this Agreement, the Company will indemnify and hold
harmless the seller of such Registrable Securities, and each other person, if
any, who controls such seller within the meaning of the Act or the Exchange Act
against any losses, claims, damages or liabilities, joint or several, to which
such seller or controlling person may become subject under the Act, the Exchange
Act, state securities or Blue Sky laws 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 of any material fact contained in any
Registration Statement under which such Registrable Securities were registered
under the Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and, subject to Section 2.4(c) below, the Company will reimburse
such seller and each such controlling person for any legal or any other expenses
reasonably incurred by such seller or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company 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 any untrue statement or omission made in such Registration Statement,
preliminary prospectus or final prospectus, or any such amendment or supplement,
in conformity with information furnished to the Company, in writing, by or on
behalf of such seller or controlling person for use in the preparation thereof
or inclusion therein.
The indemnity provisions in this Section 2.4(a) are subject to the
condition that, insofar as they related to any untrue statement or omission made
in a preliminary prospectus or prospectus but eliminated or remedied in a final
prospectus or an amended or supplemented prospectus on file with the Commission
at the time the Registration Statement becomes effective or any amended or
supplemented prospectus filed with the Commission pursuant to Rule 424 or any
successor provision under the Act (the "Final Prospectus"), such indemnity
provisions shall not inure to the benefit of any selling Holder of Registrable
Securities (x) if such selling Holder is not selling Registrable Securities
through an underwriter, if the Company has previously delivered copies of such
Final Prospectus to such selling Holder of Registrable Securities or, if
Registrable Securities are then listed on a national securities exchange, if the
Company has previously delivered copies of such Final Prospectus to such
national securities exchange in accordance with Rule 153 or any successor rule
under the Act, or (y) if such selling Holder is selling Registrable Securities
through an underwriter or underwriters, the Company has previously delivered
copies of such Final Prospectus to such underwriter or underwriters.
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(b) In the event of any registration of any of the Registrable Securities
under the Act pursuant to this Agreement, each seller of Registrable Securities,
severally and not jointly, will indemnify and hold harmless the Company, each of
its directors and officers and each underwriter (if any), and each person, if
any, who controls the Company or any such underwriter within the meaning of the
Act or the Exchange Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company, such directors and officers, underwriter
or controlling person may become subject under the Act, Exchange Act, state
securities or Blue Sky laws 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 of a material fact contained in any Registration
Statement under which such Registrable Securities were registered under the Act,
any preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or
arise out of or are based upon any omission to state a material fact required to
be stated therein or necessary to make the statement therein not misleading, if
the statement or omission was made in conformity with information furnished in
writing to the Company by or on behalf of such seller, specifically for use in
connection with the preparation of or inclusion in such Registration Statement,
prospectus, amendment or supplement; and shall reimburse the Company, its
directors and officers, and each such controlling person for any legal or other
expenses reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action. This indemnity
shall remain in full force and effect for the applicable statute of limitation
period regardless of any investigation made by or on behalf of the Company or
such controlling person and shall survive the transfer of shares.
(c) Each party entitled to indemnification under this Section 2.4 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any loss, claim, action, damage or liability as to which
indemnity may be sought, and shall permit the Indemnified Party to assume the
defense of any such claim or any litigation resulting therefrom; provided, that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnified Party of its obligations under this Section 2.4, except to the
extent that such failure to give notice prejudices the Indemnifying Party or
such Indemnifying Party is damaged by such delay. The Indemnified Party may
participate in such defense at such party's expense; provided, however, that the
Indemnifying Party shall pay such expense (but in no event shall the
Indemnifying Party be obligated to pay the fees and expenses of more than one
counsel for the Indemnified Party or Parties) if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential conflict of interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding. 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 which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
(d) If the indemnification provided for in this Section 2.4 is finally
determined by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense
referred to therein or contribution is required under the Act in circumstances
for which indemnification is provided under this Section 2, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such
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Indemnified Party as a result of such loss, liability, claim, damage, or expense
(i) in such proportion as is in appropriate to reflect the relative benefits
received by the Indemnifying Party on the one hand and the Indemnified Party on
the other or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits received by the Indemnifying Party on the one hand
and the Indemnified Party on the other but also the relative fault of the
Indemnifying Party and the Indemnified Party as well as any other relevant
equitable considerations. The relative fault of the Indemnifying Party and of
the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact related to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission; provided, however, that, in any such case, (A) no Holder
will be required to contribute any amount in excess of the gross proceeds of all
Registrable Securities sold by it pursuant to such Registration Statement, and
(B) no person or entity guilty of fraudulent misrepresentation, within the
meaning of Section 11(f) of the Act, shall be entitled to contribution from any
person or entity who is not guilty of such fraudulent misrepresentation.
(e) The obligations under this Section 2.4 shall survive the completion of
any offering of Registrable Securities in a Registration Statement.
Section 2.5 Indemnification with Respect to Underwritten Offering. (a) In
the event that Registrable Securities are sold pursuant to a Registration
Statement in an underwritten offering pursuant to Section 2.1, the Company
agrees to enter into an underwriting agreement containing customary
representations and warranties with respect to the business and operations of
the Company and customary covenants and agreements to be performed by the
Company, including without limitation customary provisions with respect to
indemnification by the Company of the underwriters of such offering.
(b) No Holder may participate in any underwritten registration pursuant to
Section 2 hereunder unless such Holder (i) agrees to sell the Registrable
Securities which it proposes to sell in such underwritten registration on the
basis provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, reasonable and customary indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements and provides such other information and documentation
as the Company or the underwriters may reasonably request in connection with
such underwritten registration.
Section 2.6 Information by Holder. Each holder of Registrable Securities
included in any Registration shall furnish to the Company such information
regarding such holder and the distribution proposed by such holder as the
Company may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Article 2.
Section 2.7 "Stand-Off" Agreement. Each Holder, if requested by the
Company and an underwriter of Common Stock or other securities of the Company,
shall agree not to sell or otherwise transfer or dispose of any Registrable
Securities or other securities of the Company held by such Holder for a
specified period of time (not to exceed 180 days) following the effective date
of a Registration Statement; provided, that all officers and directors of the
Company enter into similar agreements. Such agreement shall be in writing in a
form satisfactory to the Company and such underwriter. The Company
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may impose stop-transfer instructions with respect to the Registrable Securities
or other securities subject to the foregoing restriction until the end of the
stand-off period.
Section 2.8 Termination. All of the Company's obligations to register
Registrable Securities under this Agreement pursuant to Sections 2 hereof shall
terminate on the earlier of (x) when there are no Registrable Securities as
defined herein and (y) five years from the date hereof.
Section 2.9 Transfer of Rights.
(a) The rights and obligations of Sellers under this Agreement may be
transferred by Sellers to another person or entity that is then a Holder of the
Company, to any affiliate of the Company or to any person or entity acquiring at
least 5,000 Registrable Securities (as adjusted for stock splits, stock
dividends, recapitalization or similar events).
(b) Any transferee (other than a Holder who is already a party to an
agreement in form and substance similar to this Agreement) to whom rights under
this Agreement are transferred shall, as a condition to such transfer, deliver
to the Company a written instrument by which such transferee identifies itself,
gives the Company notice of the transfer of such rights, indicates the
Registrable Securities owned by it and agrees to be bound by the obligations
imposed upon Sellers under this Agreement.
(c) A transferee to whom rights are transferred pursuant to this Section
2.9 may not again transfer such rights to any other person or entity, other than
as provided in this Section 2.9.
ARTICLE 3.
MISCELLANEOUS
Section 3.1 Notices. All notices, demands, instructions and other
communications required or permitted to be given to or made upon any party
hereto shall be in writing delivered to the parties at the addresses set forth
below (or such other address as may be provided by one party in a notice to the
other):
If to Sellers, to it at:
[To Come] c/o Fortune Industries, Inc.
0000 Xxxxx Xxxxx
Xxxx Xxxxx, Xxxxx 00000
Facsimile No. (000)000-0000
with a copy to:
Xxxxxx & Xxxxxxx, P.C.
0000 X. Xxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
-8-
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If to the Company, to it at:
Questron Technology
0000 Xxxxxxxx Xxxxxx, Xxxxx 000X
Xxxx Xxxxx, XX 00000
Facsimile No. (000) 000-0000
with a copy to:
Battle Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, III, Esq.
Facsimile No. 000-000-0000
Notice delivered in accordance with the foregoing shall be effective (i)
when delivered, if delivered personally or by facsimile transmission, (ii) two
days after being delivered in the United States (properly addressed and all fees
paid) for overnight delivery service to a courier (such as Federal Express)
which regularly provides such service and regularly obtains executed receipts
evidencing delivery or (iii) five days after being deposited (properly addressed
and stamped for first-class delivery) in a daily serviced United States mail
box.
Section 3.2 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the respective successors and permitted
assigns of the parties hereto.
Section 3.3 Headings. Article and Section headings used in this Agreement
are for convenience of reference only and shall not constitute a part of this
Agreement for any purpose or affect the construction of this Agreement.
Section 3.4 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
one and the same Agreement. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.
Section 3.5 Governing Law. This Agreement shall be deemed to have been
made in the State of New York and the validity of this Agreement, the
construction, interpretation and enforcement thereof, and the rights of the
parties thereto shall be determined under, governed by, and construed in
accordance with the internal laws of the State of New York, without regard to
principles of conflicts of law.
Section 3.6 Survival of Agreements, Representations and Warranties. All
agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement.
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Section 3.7 Arbitration. Any dispute or controversy arising under, out of,
in connection with, or in relation to this Agreement shall be determined and
settled by arbitration in New York by a panel of three members in accordance
with the commercial rules of the American Arbitration Association. Any award
rendered therein shall be final and binding upon the parties and their legal
representatives and judgment may be entered in any court having jurisdiction
thereof.
Section 3.8 Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of at
least 51% of the Registrable Securities; provided, that this Agreement may be
amended with the consent of the holders of less than all Registrable Securities
(but not less than 51% of such shares) only in a manner which affects all
Registrable Securities in the same fashion. No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
QUESTRON TECHNOLOGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman, President and Chief
Executive Officer
/s/ Xxxx X. Xxxxxxx
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/s/ Xxxxxxx X. Xxxxx
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Schedule A
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