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EXHIBIT 10.19
REGISTRATION RIGHTS AGREEMENT
THIS Registration RIGHTS AGREEMENT is made as of September 30,
1998, by and between LOGIC DEVICES INCORPORATED, a California corporation (the
"COMPANY"), and WILLIAM VOLZ, a California resident, and BRT PARTNERSHIP, an
Illinois general partnership (collectively, the "HOLDERS").
RECITALS:
A. The Company and the Holders have entered into a Stock
Purchase Agreement dated as of September 17, 1998 (the "PURCHASE
AGREEMENT") pursuant to which the Company has agreed to sell, and the
Holders have agreed to purchase (the "PURCHASE") in the aggregate,
510,638 shares of the common stock, no par value per share ("COMMON
STOCK"), of the Company on the terms and conditions set forth in the
Purchase Agreement.
B. It is a condition to the consummation of the Purchase that
the Company and the Holders execute and deliver a registration rights
agreement with terms mutually satisfactory to the Company and each
Holder.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE VIII
DEMAND REGISTRATIONS
8.1 REQUESTS FOR REGISTRATION. Subject to the terms of this Agreement,
either of the Holders (or any assignee or transferee of a number of Registrable
Securities equal to the number of Registrable Securities owned by either Holder
on the date hereof) may, at any time after the date hereof and prior to the
ten-year anniversary of the date hereof, request registration under the
Securities Act of all or part of their Registrable Securities. Within 10 days
after receipt of any such request, the Company will give written notice of such
request to all other holders of the Registrable Securities and will include in
such registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within 15 days after the
receipt of the Company's notice. All registrations requested pursuant to this
Section 1.1 are referred to herein as "DEMAND REGISTRATIONS."
8.2 NUMBER OF DEMAND REGISTRATIONS. The Holders will be entitled to
request one Demand Registration pursuant to which the Registrable Securities
shall be registered and in which the Company will pay all Registration Expenses.
A registration will not count as the
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Demand Registration (i) until it has become effective (unless such Demand
Registration has not become effective due solely to the fault of the holders
requesting such registration) and (ii) unless the holders of the Registrable
Securities are able to register all of the Registrable Securities requested to
be included in such registration (unless such holders are not so able to
register such amount of the Registrable Securities due solely to the fault of
such holders); provided, however, that in any event the Company will pay all
Registration Expenses in connection with any registration initiated as a Demand
Registration subject to this Section 1.2.
8.3 TYPE OF DEMAND REGISTRATION. A Demand Registration will be a
Short-Form Registration whenever any applicable form can be utilized. Otherwise,
the Demand Registration will be a Long-Form Registration. As long as the Company
remains subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "SECURITIES EXCHANGE ACT"), the Company will use its best
efforts to make Short-Form Registrations available for the sale of Registrable
Securities.
8.4 PRIORITY ON DEMAND REGISTRATIONS. Except with respect to securities
issued by the Company upon exercise of certain warrants granted by the Company
on or about February 15, 1995, to purchase up to 220,000 shares of Common Stock,
the Company will not include in any Demand Registration any securities which are
not Registrable Securities without the written consent of holders of a majority
of the Registrable Securities. If other securities are permitted to be included
in a Demand Registration which is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of
Registrable Securities and other securities requested to be included exceeds the
number of Registrable Securities and other securities which can be sold in such
offering, the Company will include in such registration, prior to the inclusion
of any securities which are not Registrable Securities, the number of
Registrable Securities requested to be included which in the opinion of such
underwriters can be sold, pro rata among the respective holders on the basis of
the amount of Registrable Securities so requested to be included therein.
8.5 SELECTION OF UNDERWRITERS. The holders of a majority of the
Registrable Securities included in any Demand Registration will have the right
to select the investment banker(s) and manager(s) to administer the offering and
may, in their discretion, elect not to have the Demand Registration
underwritten.
8.6 OTHER REGISTRATION RIGHTS. Except as provided in this Agreement,
prior to a Demand Registration satisfying the requirements of Sections 1.1 and
1.2 hereof, the Company will not grant to any person or entity the right to
request the Company to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such securities,
without the written consent of the holders of a majority of the Registrable
Securities.
8.7 TIMING OF DEMAND REGISTRATION. The holders of the Registrable
Securities shall use their respective best efforts, to cooperate with the
Company in timing the effectiveness of a Demand Registration so as to (i) allow
the Company to utilize the financial statements that it otherwise is required to
prepare due to the Company being subject to the reporting requirements of the
Securities Exchange Act and (ii) minimize the necessity of having audited
financial statements prepared sooner after the end of its fiscal year than would
be required under the Securities Exchange Act or for periods other than its
fiscal year unless the effectiveness of the
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Demand Registration is delayed beyond the reasonable expectations of the Company
and the holders of the Registrable Securities and through no fault of such
holders.
ARTICLE IX
PIGGYBACK REGISTRATIONS
9.1 RIGHT TO PIGGYBACK. Whenever the Company proposes to register any of
its securities under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), other than pursuant to a Demand Registration hereunder, and the
registration form to be used may, under the Securities Act, be used for the
registration of any Registrable Securities (a "PIGGYBACK REGISTRATION"), the
Company will give prompt written notice to all holders of the Registrable
Securities for which the registration form may be used of its intention to
effect such a registration and will include in such registration all Registrable
Securities (in accordance with the priorities set forth in Sections 2.3 and 2.4
below) with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice.
9.2 PIGGYBACK EXPENSES. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback
Registrations.
9.3 PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering, the Company will include in such
registration (i) first, the securities that the Company proposes to sell and
(ii) second, the Registrable Securities requested to be included in such
registration and other securities requested to be included in such registration
pro rata among the holders of the Registrable Securities and the other
securities on the basis of the number of securities so requested to be included
therein.
9.4 PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's
securities and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, the Company
will include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration and the Registrable
Securities requested to be included in such registration, pro rata among the
holders requesting registration and the holders of Registrable Securities on the
basis of the number of securities so requested to be included therein, and (ii)
second, the other securities requested to be included in such registration.
9.5 SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering, the selection of investment banker(s) and manager(s) for
the offering will be in the discretion of the Company.
9.6 OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Article I or pursuant to this Article II, and if such previous registration has
not been withdrawn or abandoned, the Company will not
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file or cause to be effected any other registration of any of its equity
securities or securities convertible or exchangeable into or exercisable for its
equity securities under the Securities Act (except on Form S-8 or any successor
form), whether on its own behalf or at the request of any holder or holders of
such securities, until a period of at least six months has elapsed from the
effective date of such previous registration except with respect to any Demand
Registration which is made during such six-month period which includes
Registrable Shares that the holders thereof requested to be included in any
Piggyback Registration.
ARTICLE X
ADDITIONAL AGREEMENTS AND REPRESENTATIONS
10.1 COMPANY HOLDBACK AGREEMENT. The Company agrees (i) not to effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during a
period not to exceed seven days prior to and 90-days following the effective
date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of such underwritten registration or pursuant to
registrations on Form S-8 or any successor form), if the underwriters managing
the registered public offering so request, and (ii) to cause each holder of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, purchased from the Company (other than in a
registered public offering) to agree not to effect any public sale or
distribution of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted, or except as permitted in
Section 3.1), unless the underwriters managing the registered public offering
otherwise agree.
10.2 HOLDER REGULATION M RESTRICTIONS. Each holder of Registrable
Securities agrees not to effect any public sale or distribution of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, unless such sale or distribution complies with
Regulation M (or any similar provision then in force) under the Securities
Exchange Act.
10.3 COMPANY REGULATION M RESTRICTIONS. The Company agrees not to effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities unless such
sale or distribution complies with Regulation M (or any similar provision then
in force) under the Securities Exchange Act.
10.4 BEST EFFORTS. Whenever the holders of Registrable Securities have
requested that any Registrable Securities will be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto, the Company will as expeditiously
as possible.
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ARTICLE XI
REGISTRATION PROCEDURES
Whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto, the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become
effective (provided that, before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will
furnish to the counsel or counsels of the holders of the Registrable
Securities covered by such registration statement copies of all such
documents proposed to be filed);
(b) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than six
months and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration
statement;
(c) furnish to each seller of Registrable Securities 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 documents as such seller may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as
any seller of Registrable Securities reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable
to enable such seller to consummate the disposition in such
jurisdictions of Registrable Securities owned by such seller (provided
that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in
any such jurisdiction, or (iii) consent to general service of process in
any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act, 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, at the request of any such
seller, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not
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contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then
listed, if any;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including underwriting agreements,
if any, in customary form) and take all such other actions as the
holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including,
without limitation, effecting a stock split or a combination of shares);
and
(i) make available for inspection during normal business hours by any seller
of Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such seller or underwriter,
all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.
ARTICLE XII
REGISTRATION EXPENSES
12.1 RESPONSIBILITY OF COMPANY. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other person or entity retained by the Company (all such expenses being
herein called "REGISTRATION EXPENSES") will be borne by the Company. The Company
will also pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed.
12.2 FEES OF COUNSEL. In connection with each Demand Registration, the
Company will reimburse the holders of Registrable Securities covered by such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of such Registrable Securities.
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ARTICLE XIII
INDEMNIFICATION
13.1 COMPANY OBLIGATIONS. The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its trustees,
beneficiaries, officers and directors and each person or entity who controls
such holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein,
except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein or
which such holder failed to provide after being so requested or by such holder's
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished such holder
with a sufficient number of copies of the same or which is otherwise
attributable of the negligence or willful misconduct of such holder. In
connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each person or entity who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
13.2 HOLDER OBLIGATIONS. In connection with any registration statement
in which a holder of Registrable Securities is participating, each such holder
will furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, will indemnify the
Company, its directors and officers, each person or entity who controls the
Company (within the meaning of the Securities Act), against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained or required to be contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is
contained or required to be contained in any information or affidavit so
furnished or required to be so furnished in writing by such holder; provided
that the obligation to indemnify will be individual and independent, not joint
or several, among such holders of Registrable Securities and the liability of
each such holder of Registrable Securities will be in proportion to and limited
to the net amount received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
13.3 NOTICE. Any person or entity entitled to indemnification hereunder
will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim, with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
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expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
13.4 MISCELLANEOUS. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling person or entity of such indemnified party and will survive the
transfer of securities. The Company also agrees to make such provisions, as are
reasonably requested by any indemnified party, for contribution to such party in
the event the Company's indemnification is unavailable for any reason.
13.5 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 Article VI 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 Article VI, (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any party hereto who was not guilty of such fraudulent
misrepresentation, and (iii) contribution (together with any indemnification or
other obligations under this Agreement) by any holder of Registrable Securities
shall be in proportion to and limited to the net amount received by such holder
from the sale of Registrable Securities pursuant to the applicable registration
statement (and each holder's contribution obligations shall be individual and
independent and not joint and several).
ARTICLE XIV
CURRENT PUBLIC INFORMATION
At all times after the Company has filed a registration statement with
the Securities and Exchange Commission pursuant to the requirements of either
the Securities Act or the Securities Exchange Act and such registration
statement has been declared effective, the Company will file all reports
required to be filed by it under the Securities Act and the Securities Exchange
Act and the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and will take such further action as any holder or
holders of Registrable Securities may reasonably request, all to the extent
required to enable such holders to sell Registrable Securities pursuant to (i)
Rule 144 adopted by the Securities and Exchange Commission under the Securities
Act (as such rule may be amended from time to time) or any similar rule or
regulation hereafter adopted by the Securities and Exchange Commission or (ii) a
registration statement on Form S-2, Form S-3, or any similar registration
statement form hereafter adopted by the Securities and Exchange Commission. Upon
request, the Company will deliver to such holders of Registrable Securities a
written statement as to whether it has complied with such requirements.
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ARTICLE XV
DEFINITIONS
15.1 REGISTRABLE SECURITIES. The term "REGISTRABLE SECURITIES" means (i)
any of the Company's Common Stock issued and sold to the Holders pursuant to the
Purchase Agreement, and (ii) any Common Stock issued or issuable with respect to
the securities referred to in clause (i) whether or not by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) been sold to the
public in accordance with Rule 144 (or any similar provision then in force)
under the Securities Act, or (c) been otherwise transferred and new certificates
for them not bearing a Securities Act restrictive legend have been delivered by
the Company. Whenever any particular securities cease to be Registrable
Securities, the holder thereof will be entitled to receive from the Company,
without expense, new certificates representing such Registrable Securities not
bearing a restrictive legend as set forth in the Purchase Agreement.
15.2 The term "LONG-FORM REGISTRATION" means a registration under the
Securities Act on Form S-1 or any similar form.
15.3 The term "SHORT-FORM REGISTRATION" means a registration under the
Securities Act on Form S-2, Form S-3 or any similar form.
ARTICLE XVI
MISCELLANEOUS
16.1 PRINCIPLES OF CONSTRUCTION. In this Agreement, unless otherwise
stated or the context otherwise requires, the following usages apply: (a)
headings are inserted for convenience of reference only and are not a part of,
nor shall they affect any construction or interpretation of this Agreement; (b)
all references to articles, sections, schedules and exhibits are to articles,
sections, schedules and exhibits in or to this Agreement unless otherwise
specified; (c) references to a statute shall refer to the statute and any
successor statute, and to all regulations promulgated under or implementing the
statute or successor, as in effect at the relevant time; (d) references to a
governmental or quasi-governmental agency, authority or instrumentality shall
also refer to a regulatory body that succeeds to the functions of the agency,
authority or instrumentality; (e) "including" means "including, but not limited
to"; and (f) unless the context requires otherwise, all words used in this
Agreement in the singular number shall extend to and include the plural, all
words in the plural number shall extend to and include the singular and all
words in any gender shall extend to and include all genders.
16.2 NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.
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16.3 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will not
take any action or permit any change to occur with respect to its securities
which would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would materially and adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
16.4 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities. This Agreement
is not transferrable or assignable by the Company.
16.5 TERM. This Agreement shall terminate on the date that all
securities that are Registrable Securities have ceased to be Registrable
Securities pursuant to Section 8.1 hereof.
16.6 NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally,
sent by confirmed facsimile, sent by reputable overnight courier or sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed, in the case of any Holder, to the address for such Holder set forth
in the books and records of the Company and, in the case of the Company, to the
attention of the Chief Financial Officer at the address of the executive offices
of the Company set forth in the most recent filing of the Company under the
Securities Exchange Act. Any such communication shall be deemed to have been
given when delivered if delivered personally or by confirmed facsimile, on the
first business day after dispatch if sent by reputable overnight courier and on
the third business day after posting if sent by certified mail.
16.7 MODIFICATION. Neither this Agreement nor any provisions hereof
shall be waived, modified, discharged or terminated except by an instrument in
writing signed by the party against whom any such waiver, modification,
discharge or termination is sought.
16.8 ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
16.9 SEVERABILITY. Each provision of this Agreement is intended to be
severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
16.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument.
16.11 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
COMPANY:
LOGIC DEVICES INCORPORATED,
a California Company
By: /s/ Mary C. deRegt
-----------------------------------
Name: Mary C. deRegt
Title: Chief Financial Officer
HOLDERS:
/s/ William J. Volz
-----------------------------------
William J. Volz
BRT PARTNERSHIP, an Illinois partnership
By: /s/ Solomon A. Weisgal
-----------------------------------
Name: Solomon A. Weisgal
Title: Trustee
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