Exhibit 10.17
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as
of February 15, 2002, by and among BICO, Inc., a Pennsylvania
corporation, with headquarters at 2275 Swallow Hill Road,
Building 2500, Pennsylvania 15220 (the "Company"), and J.P. Carey
Asset Management, a Georgia Corporation, with headquarters at
3343 Peachtree Road, Suite 500, Atlanta, Georgia 30326 (the
"Buyer").
WHEREAS:
A. In connection with the Securities Purchase Agreement by
and among the parties of even date herewith (the "Purchase
Agreement"), the Company has agreed, upon the terms and subject
to the conditions of the Purchase Agreement, (i) to issue and
sell to the Buyer=s shares of the Company's 4% Series K
Convertible Preferred Stock (the "Preferred Stock"), which will
be convertible into shares of the Company's common stock, $0.10
par value per share (the "Common Stock") (as converted, the
"Conversion Shares") in accordance with the terms of the
Preferred Stock; and
B. To induce the Buyer to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the
rules and regulations thereunder, or any similar successor
statute (collectively, the "1933 Act"), and applicable state
securities laws:
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, the Company and the Buyer hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have
the following meanings:
a. "Investor" means the Buyer and any transferee or
assignee thereof to whom the Buyer assigns its rights under
this Agreement and who agrees to become bound by the
provisions of this Agreement.
b. "Person" means a corporation, a limited liability
company, an association, a partnership, an organization, a
business, an individual, a governmental or political
subdivision thereof or a governmental agency.
c. "Register," "registered," and "registration"
refer to a registration effected by preparing and filing one
or more Registration Statements in compliance with the 1933
Act and the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities
and Exchange Commission (the "SEC").
d. "Registrable Securities" means the Conversion
Shares issued or issuable upon conversion of the Preferred
Stock and any shares of capital stock issued or issuable
with respect to the Conversion Shares or the Preferred Stock
as a result of any stock split, stock dividend,
recapitalization, exchange, or similar event.
e."Registration Statement" means a registration
statement of the Company filed under the 1933 Act.
Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set for the in the
Securities Purchase Agreement.
2. REGISTRATION. The Company shall prepare, and, on or
prior to twenty (20) days after the execution of the Purchase
Agreement, file with the SEC a Registration Statement or
Registration Statements (as is necessary) on Form S-1 (the
"Registration Filing Deadline").
3 . RELATED OBLIGATIONS.
Whenever an Investor has requested that any Registrable
Securities be registered pursuant to Section 2 or at such time as
the Company is obligated to file a Registration Statement with
the SEC pursuant to Section 2, the Company will use its best
efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof
and, pursuant thereto, the Company shall have the following
obligations:
a. The Company shall promptly prepare and file
with the SEC a Registration Statement with respect to the
Registrable Securities no later than the Registration
Filing Deadline and use its best efforts to cause such
Registration Statement(s) relating to Registrable
Securities to become effective as soon as possible after
such filing, and keep the Registration Statement(s)
effective at all times until the earlier of (i) the date as
of which the Investors may sell all of the Registrable
Securities without restriction pursuant to Rule 144(k)
promulgated under the 1933 Act (or successor thereto) or
(ii) the date on which (A) the Investors shall have sold
all the Registrable Securities and (B) none of the
Preferred Stock is outstanding (the "Registration Period").
b. The Company shall prepare and file with the
SEC such amendments (including post-effective amendments)
and supplements to the Registration Statement(s) and the
prospectus(es) used in connection with the Registration
Statement(s), which prospectus(es) are to be filed pursuant
to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep the Registration Statement(s) effective
at all times during the Registration Period, and, during
such period, comply with the provisions of the 1933 Act
with respect to the disposition of all Registrable
Securities of the Company covered by the Registration
Statement(s) until such time as all of such Registrable
Securities shall 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(s). In the event the number of shares available
under a Registration Statement filed pursuant to this
Agreement is insufficient in the reasonable opinion of a
majority of the Buyers to cover all of the Registrable
Securities, the Company shall promptly amend the
Registration Statement, or file a new Registration
Statement (on the short form available therefor, if
applicable), or both, so as to cover all of the Registrable
Securities, in each case, as soon as practicable, but in
any event within ninety (90) days after the necessity
therefor arises (based on the market price of the Common
Stock and other relevant factors on which the Company
reasonably elects to rely). The Company shall use its best
efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable
following the filing thereof. For purposes of the
foregoing provision, the number of shares available under a
Registration Statement shall be deemed "insufficient to
cover all of the Registrable Securities" if at any time the
number of Registrable Securities issued or issuable upon
conversion of the Preferred Stock is greater than the
quotient determined by dividing the number of shares of
Common Stock available for resale under such Registration
Statement by one. For purposes of the calculation set
forth in the foregoing sentence, any restrictions on the
convertibility of the Preferred Stock shall be disregarded
and such calculation shall assume that the Preferred Stock
are then convertible into shares of Common Stock at the
then prevailing Conversion Rate (as defined in the
Preferred Stock).
c. The Company shall use its best efforts to
prevent the issuance of any stop order or other suspension
of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable
Securities for sale in any jurisdiction (acknowledging
that, to date, no such registrations have been made) and,
if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest
possible moment and to notify each Investor who holds
Registrable Securities being sold (and, in the event of an
underwritten offering, the managing underwriters) of the
issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any
proceeding for such purpose.
d. Other than the name of the Investor, and its
affiliates, if they are also investors, to be included in
the Registration Statement, the Company shall hold in
confidence and not make any disclosure of information
concerning an Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with
federal or state securities laws, or in response to an SEC
comment (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in
any Registration Statement, (iii) the release of such
information is ordered pursuant to a subpoena or other
final, non-appealable order from a court or governmental
body of competent jurisdiction, or (iv) such information
has been made generally available to the public other than
by disclosure in violation of this or any other agreement.
The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written
notice to such Investor and allow such Investor, at the
Investor's expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for,
such information.
e. The Company shall cooperate with the
Investors who hold Registrable Securities being offered
and, to the extent applicable, any managing underwriter or
underwriters, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable
such certificates to be in such denominations or amounts,
as the case may be, as the managing underwriter or
underwriters, if any, or, if there is no managing
underwriter or underwriters, the Investors may reasonably
request and registered in such names as the managing
underwriter or underwriters, if any, or the Investors may
request. Not later than the date on which any Registration
Statement registering the resale of Registrable Securities
is declared effective, the Company shall deliver to its
transfer agent instructions, accompanied by any reasonably
required opinion of counsel, that permit sales of
unlegended securities in a timely fashion that complies
with then mandated securities settlement procedures for
regular way market transactions.
f. The Company shall take all other reasonable
actions necessary to expedite and facilitate disposition by
the Investors of Registrable Securities pursuant to a
Registration Statement.
g. The Company shall provide a transfer agent
and registrar of all such Registrable Securities not later
than the effective date of such Registration Statement.
h. If requested by the managing underwriters (if
any) or an Investor, the Company shall immediately
incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriters and
the Investors agree should be included therein relating to
the sale and distribution of Registrable Securities,
including, without limitation, information with respect to
the number of Registrable Securities being sold to such
underwriters, the purchase price being paid therefor by
such underwriters and with respect to any other terms of
the underwritten (or best efforts underwritten) offering of
the Registrable Securities to be sold in such offering;
make all required filings of such prospectus supplement or
post-effective amendment as soon as notified of the matters
to be incorporated in such prospectus supplement or post-
effective amendment; and supplement or make amendments to
any Registration Statement if requested by a shareholder or
any underwriter of such Registrable Securities.
i. The Company shall otherwise use its best
efforts to comply with all applicable rules and regulations
of the SEC in connection with any registration hereunder.
4. OBLIGATIONS OF THE INVESTORS.
a. Each Investor by such Investor's acceptance
of the Registrable Securities agrees to cooperate with the
Company as reasonably requested by the Company in
connection with the preparation and filing of the
Registration Statement(s) hereunder, unless such Investor
has notified the Company in writing of such Investor's
election to exclude all of such Investor's Registrable
Securities from the Registration Statement.
b. Each Investor agrees that, upon receipt of
any notice from the Company of the happening of any event
of the kind described in Section 3, such Investor will
immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement(s)
covering such Registrable Securities until such Investor's
receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3 and, if so directed by
the Company, such Investor shall deliver to the Company (at
the expense of the Company) or destroy all copies in such
Investor's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of
such notice.
c. No Investor may participate in any
underwritten registration hereunder unless such Investor
(i) agrees to sell such Investor's Registrable Securities
on the basis provided in any underwriting arrangements
approved by the Investors entitled hereunder to approve
such arrangements, (ii) completes and executes all
questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements,
and (iii) agrees to pay its pro rata share of all
underwriting discounts and commissions.
5. EXPENSES OF REGISTRATION.
All reasonable expenses, other than underwriting discounts
and commissions, incurred in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company shall be borne by the
Company. The fees and disbursements of counsel for the Investors
shall be borne by each Investor.
6. INDEMNIFICATION
In the event any Registrable Securities are included in a
Registration Statement under this Agreement:
a. To the fullest extent permitted by law, the Company will,
and hereby does, indemnify, hold harmless and defend each
Investor who holds such Registrable Securities, the directors,
officers, partners, employees, agents and each Person, if any,
who controls any Investor within the meaning of the 1933 Act or
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and any underwriter (as defined in the 1933 Act) for the
Investors, and the directors and officers of, and each Person, if
any, who controls, any such underwriter within the meaning of the
1933 Act or the 1934 Act (each, an "Indemnified Person"), against
any losses, claims, damages, liabilities, judgments, fines,
penalties, charges, costs, attorneys' fees, amounts paid in
settlement or expenses, joint or several, (collectively,
"Claims") incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to
which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto,
(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, or (iii) any violation or
alleged violation by the Company of the 1933 Act, the 1934 Act,
any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to
the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i)
through (iii) being, collectively, "Violations"). Subject to the
restrictions set forth in Section 6(d) with respect to the number
of legal counsel, the Company shall reimburse the Investors and
each such underwriter or controlling person, promptly as such
expenses are incurred and are due and payable, for any 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 6(a): (i) shall not apply to
a Claim arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in
writing to the Company by any Indemnified Person or underwriter
for such Indemnified Person expressly for use in connection with
the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 3; (ii)
with respect to any preliminary prospectus, shall not inure to
the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or mission of material fact
contained in the preliminary prospectus was corrected in the
prospectus, as then amended or supplemented, if such prospectus
was timely made available by the Company pursuant to Section 3,
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; (iii) shall not be available to the extent such
Claim is based on a failure of the Investor to deliver or to
cause to be delivered the prospectus made available by the
Company (i) and (iv) 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. 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 an Investor is participating, each such Investor
agrees to severally and not jointly indemnify, hold
harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the
Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934
Act (collectively and together with an Indemnified Person,
an "Indemnified Party"), against any Claim or Indemnified
Damages to which any of them may become subject, under the
1933 Act, the 1934 Act or otherwise, insofar as such Claim
or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in
conformity with written information furnished to the
Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section
6(d), such Investor will reimburse any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this
Section 6(b) and Section 7 shall not apply to amounts paid
in settlement of any Claim if such settlement is effected
without the prior written consent of such Investor, which
consent shall not be unreasonably withheld; provided,
further, however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to
such Investor 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 Party and shall survive the transfer of the
Registrable Securities by the Investors. Notwithstanding
anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure
to the benefit of any Indemnified Party 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. The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer
managers and similar securities industry professionals
participating in any distribution, to the same extent as
provided above, with respect to information such persons so
furnished in writing expressly for inclusion in the
Registration Statement.
d. Promptly after receipt by an Indemnified
Person or Indemnified Party under this Section 6 of notice
of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim
such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying
party and the Indemnified Person or the Indemnified Party,
as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain
its own counsel with the fees and expenses to be paid by
the indemnifying party, if, in the reasonable opinion of
counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified
Party and any other party represented by such counsel in
such proceeding. The Company shall pay reasonable fees for
only one separate legal counsel for the Investors, and such
legal counsel shall be selected by the Investors holding a
majority in interest of the Registrable Securities included
in the Registration Statement to which the Claim relates.
The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the
Indemnified Party or Indemnified Person, which relates to
such action or claim. The indemnifying party shall keep
the Indemnified Party or Indemnified Person fully apprised
at all times as to the status of the defense or any
settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of
any action, claim or proceeding effected without its
written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition
its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party or Indemnified Person
of a release from all liability in respect to such claim or
litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to
all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been
made. The failure to deliver written notice to the
indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its
ability to defend such action.
e. The indemnification required by this Section
6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are
incurred.
f. The indemnity agreements contained herein
shall be in addition to (i) any cause of action or similar
right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to
pursuant to the law.
7. CONTRIBUTION.
To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees to
make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 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 6; (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 fraudulent misrepresentation; and (iii)
contribution 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.
8. REPORTS UNDER THE 1934 ACT.
With a view to making available to 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 securities of the Company to the public
without registration ("Rule 144"), the Company agrees to:
a. make and keep public information available,
as those terms are understood and defined in Rule 144;
b. file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and 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; and
c. furnish to each Investor so long as such
Investor owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has
complied with the reporting requirements of Rule 144, the
1933 Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to
permit the investors to sell such securities pursuant to
Rule 144 without registration.
9. AMENDMENT OF REGISTRATION RIGHTS.
Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively),
only with the written consent of the Company and Investors who
hold two-thirds of the Registrable Securities. Any amendment or
waiver affected in accordance with this Section shall be binding
upon each Investor and the Company.
10. MISCELLANEOUS.
a. A person or entity is deemed to be a holder
of Registrable Securities whenever such person or entity
owns of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections
from two or more persons or entities with respect to the
same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the
registered owner of such Registrable Securities.
b. Any notices consents, waivers or other
communications required or permitted to be given under the
terms of this Agreement must be in writing and will be
deemed to have been delivered (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by
facsimile, provided a copy is mailed by U.S. certified
mail, return receipt requested; (iii) three (3) days after
being sent by U.S. certified mail, return receipt
requested, or (d) one (1) day after deposit with a
nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same.
The addresses and facsimile numbers for such communications
shall be:
If to the Company:BICO, Inc.
Building 2500, 2nd Floor
2275 Swallow Hill Road
Pittsburgh, Pennsylvania 15220
Att: Michael P. Thompson, CFO
Facsimile: (412) 279-9694
If to the Buyer: J.P. Carey Asset Management
Atlanta Financial Center, East Tower
3343 Peachtree Road, Suite 500
Atlanta, Georgia 30326
Att: James Canouse
Facsimile: (404) 816-6268
Each party shall provide five (5) days' prior written
notice to the other party of any change in address or facsimile
number.
c. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, delay by a party
in exercising such right or remedy, shall not operate as a
waiver thereof.
d. This Agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth
of Pennsylvania without regard to the principles of
conflict of laws. If any provision of this Agreement shall
be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any
other jurisdiction.
e. This Agreement, the Securities Purchase
Agreement and the Escrow Agreement constitute the entire
agreement among the parties hereto with respect to the
subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein.
This Agreement, the Securities Purchase Agreement and the
Escrow Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the
subject matter hereof and thereof.
f. Subject to the requirements of this Agreement
shall inure to the benefit and of and be binding upon the
permitted successors and assigns of each of the parties
hereto.
g. The headings in this Agreement are for
convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
h. This Agreement may be executed in two or more
identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
agreement. Signatures received via facsimile shall have
the same force as an original signature.
i. 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 parties have caused this
Registration Rights Agreement to be duly executed as of day and
year first above written.
COMPANY: BUYER:
BICO, INC. J.P. CAREY ASSET MANAGEMENT
By: /s/ Fred E. Cooper By: /s/ Joseph C. Canouse
Name: Fred E. Cooper Name: Joseph C. Canouse