EXHIBIT 10.1
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of June
, 2000, by and among PARAGON TECHNOLOGIES, INC., (formerly known as SI Handling
Systems, Inc.), a Pennsylvania corporation, with headquarters located at 600
Kuebler Road, Easton, Pennsylvania 18040 (the "Company"), and the individuals
identified on Exhibit A attached hereto (the "Investors").
WHEREAS:
A. The Company issued an aggregate of 481,284 shares of the
Company's common stock (the "Common Stock") pursuant to the Stock Purchase
Agreement dated as of August 6, 1999 among SI Handling Systems, Inc., Ermanco
Incorporated ("Ermanco") and the Investors (the "Stock Purchase Agreement").
B. The Company executed certain promissory notes in the original
aggregate principal amount of $3,000,000, each dated September 30, 1999 (the
"Promissory Notes") in favor of the Investors, pursuant to which the Company is
obligated to make payments of interest on a quarterly basis. The Company may
elect to make the interest payment in shares of Common Stock, provided however,
that the Company agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder as
amended or supplemented from time to time, or any successor thereto (the "1933
Act"), and applicable state securities laws, subject to the conditions contained
herein;
C. In connection with the Stock Purchase Agreement, the Company
agreed to provide certain piggyback registration rights under the 1933 Act, and
applicable state securities laws, subject to the conditions contained herein;
D. The Company and the Investors are entering into this Agreement to
set forth the terms and conditions under which the Company will file and
maintain the effectiveness of a shelf registration statement for the Registrable
Securities.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the Company and the Investors hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings unless the context shall otherwise require:
a. "register," "registered," and "registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a
continuous basis ("Rule 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the United States Securities and Exchange
Commission (the "SEC").
b. "Registrable Securities" means the Shares and any shares of
capital stock issued or issuable as a dividend on or in exchange for or
otherwise with respect to any of the foregoing.
c. "Registration Period" means the period beginning on the date
on which the initial Registration Statement filed under this Agreement is
declared effective by the SEC and ending on the date which is the earlier of:
(i) the date on which all of the Registrable Securities have been sold
pursuant to any Registration Statement, whether filed pursuant to this
Agreement or otherwise; and (ii) the first date on which public sale of
any of the Registrable Securities is permitted pursuant to Rule 144 or any
other rule or regulation permitting public sale without registration under
the 1933 Act (in any case, as amended or supplemented, or any successors
thereto).
d. "Registration Statement" means a registration statement of
the Company under the 1933 Act.
e. "Shares" means the Common Stock issued pursuant to the Stock
Purchase Agreement and the interest paid to the Investors as shares of Common
Stock.
2. REGISTRATION. The Company shall use its commercially reasonable
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efforts to effect the registration of all of the Registrable Securities under
the 1933 Act on a Registration Statement on Form S-3, to obtain effectiveness of
the Registration Statement filed to effect such registration as soon as
reasonably practicable thereafter, and to continue to use such commercially
reasonable efforts to maintain such effectiveness for the Registration Period,
subject to the provisions of Sections 4 and 5 hereof. Notwithstanding anything
herein to the contrary, the Company shall have no obligation to file a
Registration Statement or maintain the effectiveness of a Registration Statement
if it is, or at any time becomes, ineligible to use short form registration on
Form S-3.
3. REGISTRATION PROCEDURES. In connection with the registration of
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the Registrable Securities, pursuant to Section 2, the Company shall:
a. prepare and file with the SEC a Registration Statement with
respect to the Registrable Securities, as expeditiously as is reasonably
practicable, and thereafter use its commercially reasonable efforts to cause
such Registration Statement to become effective as soon as reasonably
practicable after such filing, and keep the Registration Statement effective
pursuant to Rule 415 until the expiration of the Registration Period;
b. use its commercially reasonable efforts to prepare and file
with the SEC such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the Registration
Statement effective at all times during the Registration Period, and, during
such period, comply with the Company's obligations under the provisions of the
1933 Act with respect to the disposition of all Registrable Securities of the
Company covered by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth in the
Registration Statement;
c. furnish to the Investors (i) promptly after the same is
prepared and publicly distributed, filed with the SEC, or received by the
Company, one copy of the Registration Statement and any amendment thereto, each
preliminary prospectus and prospectus and each amendment or supplement thereto,
and (ii) such number of copies of a prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents
in the Company's possession as the Investors may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by the Investors;
d. use commercially reasonable efforts to register or qualify
the Registrable Securities covered by the Registration Statement under such
other securities or "blue sky" laws of such jurisdictions in the United States,
to the extent required pursuant to such laws, and as the Investors who hold an
interest in the Registrable Securities being offered reasonably request,
provided, however, that the Company shall not for any purpose be required in
connection therewith or as a condition thereto to (i) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) subject itself to general taxation in any such
jurisdiction, (iii) file a general consent to service of process in any such
jurisdiction, (iv) provide any undertakings that cause the Company undue expense
or burden, or (v) make any change in its charter or bylaws, which in each case
the Board of Directors of the Company determines to be contrary to the best
interests of the Company and its shareholders;
e. as promptly as practicable after becoming aware of such
event, notify the Investors of the happening of any event, of which the Company
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
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements were made, not misleading, and use its reasonable best efforts
promptly to prepare a supplement or amendment to the Registration Statement to
correct such untrue statement or omission, and deliver such number of copies of
such supplement or amendment to the Investors as the Investors may reasonably
request;
f. use its commercially reasonable efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, and, if such an order is issued, to obtain the
withdrawal of such order at the earliest possible moment and to notify the
Investors of the issuance of such order and the resolution thereof;
g. make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering a twelve-month period beginning not later
than the first day of the Company's fiscal quarter next following the effective
date of the Registration Statement;
h. provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of the
Registration Statement; and
i. use its commercially reasonable efforts to list the
Registrable Securities covered by any Registration Statement filed under this
Agreement with the securities exchange or to cause such Registrable Securities
to be designated or approved for designation as a national market system
security on the inter-dealer quotation system on which the Common Stock is then
listed or designated.
4. LIMITATIONS ON REGISTRATION RIGHTS; HOLDBACK. Notwithstanding
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anything to the contrary contained in this Agreement:
a. The Company may delay the filing, suspend the effectiveness
of a Registration Statement under Section 2(a) or require the Investors to
suspend sales or other dispositions of Registrable Securities under an effective
Registration Statement for such time as may be required by the Company, (i) if
in the Company's Board of Directors' judgment, the sale of Registrable
Securities pursuant thereto would interfere with or be detrimental to a planned
offering, by the Company of any of the Company's securities, (ii) if in the
Company's Board of Directors' judgment, the sale of Registrable Securities
thereunder would have a material adverse effect on the business, prospects,
operations, results of operations, assets, liabilities, or condition (financial
or otherwise) of the Company; or (iii) for such time as may be required by the
Company at any time when the Company is engaged in discussions concerning any
merger, financing, business combination, sale of the Company or any similar
transaction or when the Company would be required to disclose in such
Registration Statement material information that it would not otherwise be
required to disclose in its filings with the SEC pursuant to the Securities
Exchange Act of 1934, and the rules and regulations thereunder as amended or
supplemented from time to time, or any successor thereto (the "1934 Act") and
that it has not then disclosed in such filings with the SEC (an "Allowed
Delay"). In the event of an Allowed Delay, the Company shall promptly (x) notify
the Investors in writing (a "Delay Notice") of the existence (but not the
substance) of material non-public information giving rise to an Allowed Delay
and (y) advise the Investors in writing to cease all sales under the
Registration Statement until the expiration of the period provided for in the
Delay Notice. Upon expiration of the Allowed Delay, the Company shall again be
bound by the first sentence of Section 3(e) with respect to the information
giving rise thereto.
b. If during any period when a Registration Statement covering
Registrable Securities filed pursuant to Section 2(a) is effective, the Company
proposes to file a Registration Statement on Forms S-1 or S-4 (or any of their
respective successor forms), then the Company shall have the right to terminate
the effectiveness of the Registration Statement covering such Registrable
Securities for a period of not more than one hundred and eighty (180) days.
During such one hundred and eighty (180) day period the Company shall use
reasonable efforts to prepare and file a Registration Statement covering the
shares of Common Stock sought to be registered by the Company and the
Registrable Securities for which such Registration Statement was filed pursuant
to Section 2(a). In any such event, the Investors shall include such Registrable
Securities in the Company Registration Statement.
c. If the Company shall at any time register any of its
securities under the 1933 Act, for offer or sale to the public, then the
Investors shall not make any short sale of, grant an option for the sale,
assignment, transfer, pledge, hypothecation, gift or other disposition of any
Registrable Securities (other than for the public sale of those Registrable
Securities included in and sold pursuant to such registration) without the prior
written consent of the Company for such period as may be designated by the
Company, or, if the registration shall be, in whole or in part, an underwritten
offering, the managing underwriter, in writing to the Investors; provided that
no such period shall begin more than ten (10) days prior to the effectiveness of
the registration statement pursuant to which such public offer or sale will
be made and shall not last more than one hundred and eighty (180) days after the
effective date of such registration statement.
d. The Company shall use its commercially reasonable efforts
to keep the Registration Statement effective during the requisite period unless
(i) required by applicable law to suspend the effectiveness of the Registration
Statement, (ii) the continued effectiveness of the Registration Statement would
require the Company to disclose a material financing, acquisition or other
corporate transaction, and the Board of Directors shall have determined in good
faith that such disclosure is not in the best interests of the Company and the
holders of its outstanding Common Stock, or (iii) the Board of Directors shall
have determined in good faith that there is a valid business purpose or reason
for such suspension.
5. OBLIGATIONS OF THE INVESTORS. In connection with the registration
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of the Registrable Securities, the Investors shall:
a. furnish to the Company a Questionnaire for Selling
Shareholders in the form attached to this Agreement as Exhibit B and such other
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request;
b. cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder;
c. upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e) or 3(f),
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until, in the case
of an event of the kind described in Section 3(e), the Investors' receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(e)
or, in the case of an event of the kind described in Section 3(f), written
notification by the Company of the resolution of the event and authority to
continue the disposition of Registrable Securities pursuant to the Registration
Statement, and, if so directed by the Company, deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in the Investors' possession, of the prospectus covering
such Registrable Securities current at the time of receipt of the notice of the
happening of an event as described in Section 3(e) or 3(f);
d. notify the Company of its desire to sell Registrable
Securities pursuant to the Registration Statement filed under this Agreement at
least three (3) business days prior to any intended sale of such Registrable
Securities pursuant to such Registration Statement;
e. upon receipt of any Delay Notice, immediately discontinue
disposition of Registrable Securities until the expiration of the Delay Period
or any extension thereof pursuant to a subsequent Delay Notice;
f. sell, transfer and otherwise dispose of the Registrable
Securities only through broker and dealer transactions; and
g. comply with all applicable laws and regulations in connection
with any sale, transfer or other disposition of Registrable Securities.
6. EXPENSES OF REGISTRATION. All reasonable expenses, other than
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underwriting fees, discounts and commissions (which shall be borne by the
Investors), incurred in connection with registrations, filings or qualifications
pursuant to the Company's obligations under Section 2 and 3 including, without
limitation, all registration, listing and qualifications fees, printers and the
Company's accounting fees, and the fees and disbursements of counsel for the
Company, shall be borne by the Company.
7. INDEMNIFICATION. In the event any Registrable Securities are
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included in a Registration Statement under this Agreement:
a. To the extent permitted by law, the Company will indemnify,
hold harmless and defend the Investors, each of the Investors' directors,
officers, partners, employees, agents and each person who controls the Investors
within the meaning of the 1933 Act or the 1934 Act, if any, (each, an "Investor
Indemnified Person"), against any losses, claims, damages, liabilities or
expenses (collectively, together with actions, proceedings or inquiries by any
regulatory or self-regulatory organization, whether commenced or threatened, in
respect thereof, "Claims") to which any of them may become subject insofar as
such Claims are caused by: (i) any untrue statement or alleged untrue statement
of a material fact in a Registration Statement or the omission or alleged
omission to state therein a material fact required to be stated or necessary to
make the statements therein not misleading, or (ii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus if used prior to the effective date of such Registration Statement,
or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (the matters in the foregoing
clauses (i) and (ii) being, collectively, "Violations"). Subject to the
restrictions set forth in Section 7(c) with respect to the number of legal
counsel, the Company shall reimburse the Investors and each such controlling
person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 7(a): (x) shall not apply to a Claim to the extent it
is caused by a Violation which is based upon or arises out of information
furnished in writing to the Company by any Indemnified Person or agent for such
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (y)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld; and (z) with respect to any preliminary prospectus
or prospectus, shall not inure to the benefit of any Indemnified Person if the
untrue statement or omission of material fact contained therein was corrected on
a timely basis in the final prospectus or a corrected prospectus, as then
amended or supplemented, such final or corrected prospectus was timely made
available by the Company pursuant to Section 3(c) hereof, and the Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior
to the use giving rise to a Violation and such Indemnified Person,
notwithstanding such advice, used it. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investors.
b. In connection with any Registration Statement in which the
Investors are participating, the Investors will indemnify, hold harmless and
defend, to the same extent and in the same manner set forth in Section 7(a), the
Company, each of its directors, officers, employees, agents and each person who
controls the Company within the meaning of the 1933 Act or the 1934 Act, any
underwriter and any other shareholder selling securities pursuant to the
Registration Statement or any of its directors or officers or any person who
controls such shareholder or underwriter within the meaning of the 1933 Act or
the 1934 Act (collectively, a "Company Indemnified Person"), against any Claim
to which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim is caused by any Violation, in each case to the
extent (and only to the extent) that such Violation is based upon or arises out
of written information furnished to the Company by the Investors or agent for
the Investors expressly for use in connection with such Registration Statement;
and subject to Section 7(c) the Investors will reimburse any legal or other
expenses (promptly as such expenses are incurred and are due and payable)
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 7(b) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Investors, which
consent shall not be unreasonably withheld; provided, further, however, that the
Investors shall be liable under this Agreement (including this Section 7(b) and
Section 8) for only that amount as does not exceed the net proceeds (i.e., after
deduction of selling commissions and discounts) to the Investors as a result of
the sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Person. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 7(b) with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Person if the untrue statement or omission of
material fact contained in the preliminary prospectus was corrected on a timely
basis in the prospectus, as then amended or supplemented.
c. Promptly after receipt by an Investor Indemnified Person or
a Company Indemnified Person (as applicable, an "Indemnified Person") under this
Section 7 of notice of the commencement of any action (including any
governmental action), such Indemnified Person shall, if a Claim in respect
thereof is to be made against any indemnifying person under this Section 7,
deliver to the indemnifying person a written notice of the commencement thereof,
and the indemnifying person shall have the right to participate in, and, to the
extent the indemnifying person so desires, jointly with any other indemnifying
person similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying person and the Indemnified Person;
provided, however, that an Indemnified Person shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying person,
if, in the reasonable opinion of counsel retained by the indemnifying person,
the representation by such counsel of the Indemnified Person and the
indemnifying person would be inappropriate due to actual or likely differing
interests between such Indemnified Person and any other person represented by
such counsel in such proceeding. The indemnifying person shall pay for only one
separate legal counsel for the Indemnified Persons, and such legal counsel shall
be selected by the persons and entities identified on Schedule A attached to
this Agreement holding a majority-in-interest of the Registrable Securities
included in the Registration Statement to which the Claim relates, if the
Investors is entitled to indemnification hereunder, or the Company, if the
Company is entitled to indemnification hereunder, as applicable. The failure to
deliver written notice to the indemnifying person within a reasonable time of
the commencement of any such action shall not relieve such indemnifying person
of any liability to the Indemnified Person under this Section 7, except to the
extent that the indemnifying person is actually prejudiced in its ability to
defend such action. The indemnification required by this Section 7 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.
8. CONTRIBUTION. To the extent any indemnification by an indemnifying
person is prohibited or limited by law, the indemnifying person agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 7 to the fullest extent permitted by law;
provided, however, that (i) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault
standards set forth in Section 7, (ii) no seller of Registrable Securities
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation, and (iii)
contribution (together with any indemnification or other obligations under this
Agreement) by any seller of Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such
Registrable Securities and provided, further, that such contribution shall be
made in such proportion as is appropriate to reflect the relative fault of the
Company on the one hand, and the Investors on the other, in connection with the
statements or omissions which resulted in such claims.
9. REPORTS UNDER THE 1934 ACT. With a view to making available to
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the Investors the benefits of Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the SEC that may at any time permit the
Investors to sell restricted securities of the Company to the public without
registration ("Rule 144"), the Company shall use its commercially reasonable
efforts to:
a. make and keep public information available, as those terms
are understood and defined in Rule 144; and
b. file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act so long as the Company
remains subject to such requirements and the filing of such reports and other
documents is required for the applicable provisions of Rule 144.
10. AMENDMENT OF REGISTRATION RIGHTS. Provisions of this Agreement may
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be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with
written consent of the Company and the Investors holding a majority of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon the Investors and the Company.
11. MISCELLANEOUS.
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a. Notices required or permitted to be given hereunder shall
be in writing and shall be deemed to be sufficiently given when personally
delivered (by hand, by courier, by facsimile transmission or other means) or
sent by certified mail, return receipt requested, properly addressed and with
proper postage pre-paid,
if to the Company:
Paragon Technologies, Inc.
600 Kuebler Road,
Easton, Pennsylvania 18040
Attention: Chief Financial Officer
Telecopy: (610) 252-3102
with a copy to:
Pepper Hamilton LLP
Suite 400
1235 Westlakes Drive
Berwyn, PA 19312
Attention: Jeffrey P. Libson, Esquire
Telecopy: (610) 640-7825
if to the Investors:
Leon C. Kirschner
Ermanco Incorporated
6870 Grand Haven Road
Spring Lake, MI 49456
Telecopy: (231) 798-8322
or at such other address as each such party furnishes to the Company by notice
given in accordance with this Section 11(b), and shall be effective, when
personally delivered, upon receipt, when by overnight courier, or the business
day after delivery or drop off with such courier, and, when so sent by certified
mail, four (4) days after deposit with the United States Postal Service.
b. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
c. This Agreement shall be enforced, governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania applicable to
agreements made and to be performed entirely within Pennsylvania. In the event
that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof. The parties hereto hereby
submit to the exclusive jurisdiction of the United States Federal Courts located
in the Eastern District of Pennsylvania with respect to any dispute arising
under this Agreement or the transactions contemplated hereby.
d. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof.
e. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto; provided that the
Investors shall not have the right to assign their rights under this Agreement.
f. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
g. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.
h. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
IN WITNESS WHEREOF, the Company and the Investors have caused this
Agreement to be duly executed as of the date first above written.
PARAGON TECHNOLOGIES, INC.
By:_______________________________
Name:_____________________________
Its:______________________________
INVESTOR
By:_______________________________
EXHIBIT A
INVESTORS
Steven Shulman
Leon C. Kirschner
Thomas C. Hubbell
Lee F. Schomberg
Guy G. Hollister
Wilton W. Wyman, Jr.
Gordon A. Hellberg
Andrew Knaut
Thomas L. Bergy
Robert R. Nezbeth
Donald H. Kloosterhouse
James J. Bronsema
John R. Planteroth
William C. Pipp