REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of
October 6, 2000 between The Right Start, Inc., a California corporation (the
"Company"), and the undersigned and those who may purchase the Companies Series
D Preferred Stock (as defined) in the future (each individually a "Purchaser,"
and collectively the "Purchasers").
WHEREAS, the Company and Purchasers have entered into a Securities
Purchase Agreement dated as of the date hereof (the "Purchase Agreement").
WHEREAS, pursuant to the Purchase Agreement, the Company and
Purchasers desire to enter into this Agreement to provide Purchasers with
certain registration rights and to address related matters;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties agree as follows:
1. Registration Rights.
1.1 Demand Registration Rights.
(a) Subject to the provisions of this Section 1.1, at any time
after the date hereof, Purchasers holding, or entitled to hold
upon conversion or exercise, not less than 50% of the Company's
Common Stock, no par value ("Common Stock"), issued or issuable
upon conversion of the Series D Convertible Pay-in-Kind Preferred
Stock (the "Series D Preferred Stock") and exercise of the
warrants issued in connection therewith (the "Warrants", and,
collectively with the Series D Preferred Stock, the "Securities"),
issued by the Company to Purchasers pursuant to the Purchase
Agreement may request registration for sale under the Securities
Act of 1933 as amended (the "Act") of all or part of such Common
Stock. The Company shall thereafter, as expeditiously as
practicable, use its best efforts (i) to file with the Securities
and Exchange Commission (the "SEC") under the Act, a registration
statement on the appropriate form (using Form S-3 or other "short
form," if available) covering all the shares of Common Stock
specified in the demand request and (ii) to cause such
registration statement to be declared effective. The Company shall
use its best efforts to cause each offering pursuant to this
Section 1.1 to be managed, on a firm commitment basis, by a
recognized regional or national underwriter. The Company shall not
be required to comply with more than two (2) requests by
Purchasers for demand registration pursuant to this Section
1.1(a). The Company shall not be required to effect a demand
registration under the Act pursuant to Section 1.1(a) above if (i)
the Company receives such request for registration within 120 days
preceding the anticipated effective date of a proposed
underwritten public offering of securities of the Company approved
by the Company's Board of Directors prior to the Company's receipt
of such request; (ii) within 180 days prior to any such request
for registration, a registration of securities of the Company has
been effected in which Purchasers had the right to participate
pursuant to Section 1.2 hereof; or (iii) the Board of Directors of
the Company reasonably determines in good faith that effecting
such a demand registration at such time would have a material
adverse effect upon a proposed sale of all (or substantially all)
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the assets of the Company, or a merger, reorganization,
recapitalization, or similar transaction materially affecting the
capital structure or equity ownership of the Company; provided,
however, that the Company may only delay a demand registration
pursuant to this Section 1.1(a)(iii) for a period not exceeding 90
days (or until such earlier time as such transaction is
consummated or no longer proposed). The Company shall promptly
notify Purchasers in writing of any decision not to effect any
such request for registration pursuant to this Section 1.1(a),
which notice shall set forth in reasonable detail the reason for
such decision and shall include an undertaking by the Company
promptly to notify Purchasers as soon as a demand registration may
be effected.
(b) Purchasers may withdraw a request for demand registration at
any time before a registration statement is declared effective, in
which event the Company shall withdraw such registration
statement. If the Company withdraws a registration statement under
this Section 1.1(b) in respect of a registration for which the
Company would otherwise be required to pay expenses under Section
1.4 hereof, Purchasers shall be liable to the Company for all
expenses of such registration specified in Section 1.4 hereof in
proportion to the number of shares each of the Purchasers shall
have requested to be registered, and Purchasers shall not be
deemed to have requested a demand registration for purposes of
Section 1.1(a) hereof.
1.2 Piggyback Registration Rights.
(a) If at any time or times after the date hereof, the Company
proposes to make a registered public offering of any of its
securities under the Act, whether to be sold by it or by one or
more third parties (other than an offering pursuant to a demand
registration under Section 1.1(a) hereof or an offering registered
on Form X-0, Xxxx X-0, or comparable forms), the Company shall,
not less than 45 days prior to the proposed filing date of the
registration form, give written notice of the proposed
registration to Purchasers, and at the written request of
Purchasers delivered to the
Company within 20 days after the receipt of such notice,
shall include in such registration and offering, and in any
underwriting of such offering, all shares of Common Stock that may
have been designated in Purchasers' request.
(b) If a registration in which Purchasers have the right to
participate pursuant to this Section 1.2 is an underwritten
offering for the account of the Company or for the account of a
security holder (other than Purchaser) pursuant to the exercise of
a demand registration right, and the managing underwriters advise
the Company or such security holder, as the case may be, in
writing that in their opinion the number of securities requested
to be included in such registration, together with the securities
being offered by the Company or such security holder, as the case
may be, exceeds the number which can be effectively sold in such
offering, the Company shall include in such registration (i)
first, the securities of the Company or such security holder
proposed to be sold, and (ii) second, to the extent possible, the
Common Stock proposed to be sold by each of the Purchasers and any
other selling shareholders, in proportion to the number of shares
of Common Stock with respect to which they have requested
registration.
1.3 Registration Procedures. The Company shall have no obligation
to file a registration statement pursuant to Section 1.1 hereof, or to include
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shares of Common Stock owned by or issuable to any Purchaser in a registration
statement pursuant to Section 1.2 hereof, unless and until such Purchaser shall
have furnished the Company with all information and statements about or
pertaining to such Purchaser in such reasonable detail and on such timely basis
as is reasonably required by the Company in connection with the preparation of
the registration statement. Whenever Purchasers have requested that any shares
of Common Stock be registered pursuant to Section 1.1 or 1.2 hereof, the Company
shall, as expeditiously as reasonably possible:
(a) prepare and file with the SEC a registration statement with
respect to such shares and use its best efforts to cause such
registration statement to become effective as soon as reasonably
practicable thereafter (provided that before filing a registration
statement or prospectus or any amendments or supplements thereto,
the Company shall furnish counsel for Purchasers with copies of
all such documents proposed to be filed);
(b) prepare and file with the SEC such amendments and supplements
to such registration statement and prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for a period of not less than nine months (or two years,
if the provisions of Rule 415 under the Act are available with
respect thereto) or until Purchasers have completed the
distribution described in such registration statement, whichever
occurs first;
(c) furnish to Purchasers such number of copies of such
registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each
preliminary prospectus), and such other document as Purchasers may
reasonably request;
(d) use its best efforts to register or qualify such shares under
such other securities or blue sky laws of such jurisdictions as
Purchasers request (and to maintain such registrations and
qualifications effective for a period of nine months or until
Purchasers have completed the distribution of such shares,
whichever occurs first), and to do any and all other acts and
things which may be necessary or advisable to enable Purchasers to
consummate the disposition in such jurisdictions of such shares;
provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not be
required but for this Section 1.3(d), (ii) subject itself to
taxation in any such jurisdiction, or (iii) file any general
consent to service of process in any such jurisdiction;
(e) notify Purchasers, at any time during which a prospectus
relating thereto is required to be delivered under the Act within
the period that the Company is required to keep a registration
statement effective, of the happening of any event as a result of
which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and
prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such shares, such
prospectus will not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein
not misleading;
(f) use its best efforts to cause all such shares to be listed on
securities exchanges or interdealer quotation systems (including
NASDAQ National Market), if any, on which similar securities
issued by the Company are then listed;
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(g) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other
actions as Purchasers reasonably request (and subject to
Purchasers' reasonable approval) in order to expedite or
facilitate the disposition of such shares; and
(h) make reasonably available for inspection by Purchasers, by
any underwriter participating in any distribution pursuant to such
registration statement, and by any attorney, accountant or other
agent retained by Purchasers or by any such underwriter, all
relevant financial and other records, pertinent corporate
documents, and properties (other than confidential intellectual
property) of the Company; provided, however, that any information
that is designated in writing by the Company, in good faith, as
confidential at the time of delivery of such information shall be
kept confidential by Purchasers or any such underwriter, attorney,
accountant or agent, unless such disclosure is made in connection
with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality.
1.4 Registration Expenses.
The Company will pay all Registration Expenses of all registrations
under this Agreement, provided, however, that if a registration under Section
1.1 is withdrawn at the request of Purchasers (other than as a result of
information concerning the business or financial condition of the Company that
is made known to the Purchasers after the date on which such registration was
requested) and if the requesting Purchasers elect not to have such registration
counted as a registration requested under Section 1.1, Purchasers shall pay the
Registration Expenses of such registration. For purposes of this Section, the
term "Registration Expenses" means all expenses incurred by the Company in
complying with this Section, including, without limitation, all registration and
filing fees (other than National Association of Securities Dealers, Inc. filing
fees pursuant to an underwritten offering), exchange listing fees, printing
expenses, fees, and expenses of counsel for the Company and the reasonable fees
and expenses of one firm or counsel selected by Purchasers to represent it,
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
and selling commissions.
1.5 Indemnity.
(a) In the event that any shares of Common Stock owned by
Purchasers are sold by means of a registration statement pursuant
to Section 1.1 or 1.2 hereof, the Company agrees to indemnify and
hold harmless such Purchasers, each of its partners and their
officers and directors, and each person, if any, who controls such
Purchasers within the meaning of the Act (each such Purchaser, its
partners and their officers and directors, and any such other
persons individually an "Indemnified Person" and collectively
"Indemnified Persons") from and against all demands, claims,
actions or causes of action, assessments, losses, damages,
liabilities, costs, and expenses, including, without limitation,
interest, penalties, and reasonable attorneys' fees and
disbursements, asserted against, resulting to, imposed upon or
incurred by such Indemnified Person, directly or indirectly (in
this Section 1.5 in the singular a "claim" and in the plural
"claims"), based upon, arising out of or resulting from any untrue
statement of a material fact contained in the registration
statement or any omission to state therein a material fact
necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading, except
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insofar as such claim is based upon, arises out of or results from
information furnished to the Company in writing by such Purchaser
for use in connection with the registration statement.
(b) Each Purchaser agrees to indemnify and hold harmless the
Company, its officers and directors, and each person, if any, who
controls the Company within the meaning of the Act (each of the
Company, its officers and directors, and any such other persons
individually as an "Indemnified Person" and collectively
"Indemnified Persons") from and against all claims based upon,
arising out of or resulting from any untrue statement of a
material fact contained in the registration statement or any
omission to state therein a material fact necessary in order to
make the statements made therein, in the light of the
circumstances under which they were made, not misleading, to the
extent that such claim is based upon, arises out of or results
from information furnished to the Company in writing by Purchaser
for use in connection with the registration statement.
(c) The indemnification set forth herein shall be in addition to
any liability the Company or a Purchaser may otherwise have to the
Indemnified Persons. Promptly after actually receiving definitive
notice of any claim in respect of which an Indemnified Person may
seek indemnification under this Section 1.5, such Indemnified
Person shall submit written notice thereof to either the Company
or Purchaser, as the case may be (an "Indemnifying Person"). The
failure of the Indemnified Person so to notify the Indemnifying
Person of any such claim shall not relieve the Indemnifying Person
from any liability it may have hereunder except to the extent that
(a) such liability was caused or materially increased by such
failure, or (b) the ability of the Indemnifying Person to reduce
such liability was materially adversely affected by such failure.
In addition, the failure of the Indemnified Person so to notify
the Indemnifying Person of any such claim shall not relieve the
Indemnifying Person from any liability it may have otherwise than
hereunder.
The Indemnifying Person shall have the right to undertake,
by counsel or representatives of its own choosing, the defense,
compromise or settlement (without admitting liability of the
Indemnified Person) of any such claim asserted, such defense,
compromise or settlement to be undertaken at the expense and risk
of the Indemnifying Person, and the Indemnified Person shall have
the right to engage separate counsel, at such Indemnified Person's
own expense, whom counsel for the Indemnifying Person shall keep
informed and consult with in a reasonable manner. In the event the
Indemnifying Person shall elect not to undertake such defense by
its own representatives, the Indemnifying Person shall give prompt
written notice of such election to the Indemnified Person, and the
Indemnified Person may undertake the defense, compromise or
settlement (without admitting liability of the Indemnified Person)
thereof on behalf of and for the account and risk of the
Indemnifying Person by counsel or other representatives designated
by the Indemnified Person. Notwithstanding the foregoing, no
Indemnifying Person shall be obligated hereunder with respect to
amounts paid in settlement of any claim if such settlement is
effected without the consent of such Indemnifying Person, which
consent shall not be unreasonably withheld.
(d) If for any reason the foregoing indemnity is unavailable to,
or is insufficient to hold harmless, an Indemnified Person, then
the Indemnifying Person shall contribute to the amount paid or
payable by the Indemnified Person as a result of such claims, in
such proportion as is appropriate to reflect the relative fault of
the Indemnifying Person and the Indemnified Person as well as any
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other relevant equitable considerations. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
1.6 Subsequent Registration Statements. The Company shall not
cause or permit any new registration statements (except registration statements
on Form X-0, X-0, or comparable forms) to become effective during the 90 days
after the effective date of a registration statement covering shares of Common
Stock owned by Purchasers.
2. Miscellaneous.
2.1 Additional Actions and Documents. Each of the parties hereto
hereby agrees to use its good faith best efforts to take or cause to be taken
such further actions, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such
consents, as may be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Agreement.
2.2 Assignment. Any Purchaser may assign its rights under this
Agreement to any assignee of the Securities or the shares of Common Stock
issuable upon exercise thereof.
2.3 Entire Agreement; Amendment. This Agreement, including the
other writings referred to herein or delivered pursuant hereto, constitutes the
entire agreement among the parties hereto with respect to the transactions
contemplated herein, and it supersedes all prior oral or written agreements,
commitments or understandings with respect to the matters provided for herein.
No amendment, modification or discharge of this Agreement shall be valid or
binding unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, or discharge is sought.
2.4 Limitation on Benefits. It is the explicit intention of the
parties hereto that no person or entity other than the parties hereto (and their
respective successors and assigns) is or shall be entitled to bring any action
to enforce any provision of this Agreement against any of the parties hereto,
and the covenants, undertakings and agreements set forth in this Agreement shall
be solely for the benefit of, and shall be enforceable only by, the parties
hereto or their respective successors and assigns.
2.5 Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
2.6 Governing Law. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of California (without
regard to conflicts of laws principles).
2.7 Notices. All notices, demands, requests, or other
communications which may be or are required to be given, served, or sent by any
party to any other party pursuant to this Agreement shall be in writing and
shall be mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by hand delivery, including delivery
by courier, telegram, telex, or facsimile transmission, addressed as follows:
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(a) If to the Company:
The Right Start, Inc.
0000 Xxxxxxxx Xxxxxx Xxxxx Xxxx X
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: President
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Milbank, Tweed, Xxxxxx & XxXxxx
000 X. Xxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to Purchaser, to the address set forth in the Securities
Purchase Agreement for such Purchaser.
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request, or communication which shall be mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a telex) the answer back being deemed conclusive
(but not exclusive) evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.
2.8 Headings. Section headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
2.9 Execution in Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required; and it
shall not be necessary that the signatures of each party appear on each
counterpart; but it shall be sufficient that the signature of each party appear
on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement. It shall not be necessary in making proof of this
Agreement to produce or account for more than a number of counterparts
containing the respective signatures of all of the parties hereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first above written.
THE RIGHT START, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Chief Executive Officer
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KAYNE FAMILY PARTNERSHIP, L.P.
By: Jemasa, Inc.
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
President
Address for Notices:
0000 Xxxxxx xx xxx Xxxxx
0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Facsimile: 310.284.6490
FORTUNE TWENTY-FIFTH, INC.
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Address:
x/x Xxxx Xxxxx
X.X. Xxx 000,
Xxxxxxxxx, Xxxxxx 00000
Copy to:
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Facsimile: 310.551.3077
/s/ Xxxxx X. Xxxxx, Trustee
Xxxxx X. Xxxxx, Trustee
Address:
c/o Fortune Financial
1800 Avenue of the Stars
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: 310.551.3077
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Address:
c/o Fortune Financial
1800 Avenue of the Stars
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: 323.277.9025
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Address:
0000 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Facsimile: 941.262.8025
XXXXXXX FAMILY TRUST dated 12-18-90
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Trustee
Address:
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: 310.914.9242
O.S. II, Inc.
By:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
its President
Address:
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: 818.559.5617
HSMC PARTNERS, L.P.
By:
/s/ Xxxxxxx X. Fine
Xxxxxxx X. Fine
its managing partner
Address:
00 Xxxxxx Xxxxxx
Xxxxxxxx X-0
Xxxxxxxx, Xxxxxxxxxxx 00000
Facsimile: 203.226.7596
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Address: c/x Xxxxxx Brothers
0000 Xxxxxxx Xxxxxx 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile: 310.481.4102
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxxx Xxxx
Xxxxxx X. Xxxx & Xxxxxxxx Xxxx,
as community property
Address: 000 Xxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Facsimile: 310.285.0892
/s/ Xxxxxx X. Muh
Xxxxxx X. Muh
Address: c/o Sutter Securities, Inc.
0 Xxxxxxx Xxxxxx Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: 415.288.2355
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
Xxxxxxx and Xxxxxx Xxxxxxxx
Address: 000 Xxxxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Facsimile:
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Address: 00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: 310.966.1448
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Address: c/o Sutter Securities, Inc.
0 Xxxxxxx Xxxxxx Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: 415.288.2355
/s/ Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
Address:
c/o PIMCO/XXXXXXXXXXX
00 Xxxxxx Xx
Xxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Copy to:
0 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 011 612 9241 6955
215.230.9018
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx SEP/XXX
Xxxx Xxxxxxxx Custodian
Address:
000 Xxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx Xxxxxxx, Xxxxx 00000
Facsimile: 361.888.8613
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Address:
1330 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 212.842.1540
HACKING FAMILY TRUST
/s/ Xxxxxx X. Hacking, Trustee
Xxxxxx X. Hacking, Trustee
Address :
0000 Xxxxxx xx xxx Xxxxx
0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Facsimile: 310.284.6444
X.X. XXXX & COMPANY MONEY PURCHASE PLAN
/s/ Xxxxxx X. Xxxx, Trustee
Xxxxxx X. Xxxx, Trustee
Address :
X.X. Xxx 0000
or 0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxx 00000
Facsimile: 775.782.4787
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, XXX
Address :
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: 213.624.1224
Bear Xxxxxxx Securities Corp.
C/F E. Xxxxxx Xxxxxxx
Master Defined Contribution
Profit Sharing Plan
/s/ E. Xxxxxx Xxxxxxx
Address: c/o Xxxxx Xxxxxxxx
1800 Avenue of the Stars
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Facsimile: 000.000.0000
Xxxx X. Xxxxxxx, Xx. and Xxxxxx X. Xxxxxxx
TTEES the Holland Family Trust dtd 3/5/98
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Xx. and
Xxxxxx X. Xxxxxxx, TTEES
Address:
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Facsimile: 914.962.5238
