EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of the 31 of
August, 2000, by and between NETWORK COMPUTING DEVICES, INC., a Delaware
corporation (the "COMPANY"), and SCI TECHNOLOGY, INC., an Alabama corporation
(the "HOLDER").
ARTICLE I
BACKGROUND
SECTION 1.1. BACKGROUND. The Company is indebted to the Holder in the
approximate amount of $3,290,000 arising out of certain accounts payable owed to
the Holder by the Company. The Holder has requested that the Company issue, and
the Company has agreed to issue its Convertible Promissory Note in the original
principal amount of $3.300,000 payable to the Holder, dated as of the date
hereof (the "NOTE"). The Note is convertible, at the Holder's option and subject
to the terms and conditions of the Note, into shares of common stock, par value
$.001 per share ("STOCK") of the Company.
The Note has been issued to the Holder without registration under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), and the shares of
Stock issuable upon conversion of the Note likewise have not been registered.
The parties desire to provide for the registration of the shares of Stock
issuable or issued upon conversion of the Note.
ARTICLE II
DEFINITIONS
SECTION 2.1 DEFINITIONS. For purposes of this Agreement, the following
capitalized terms have the respective meanings set forth below:
(a) The term "FORM S-3" means such form under the Securities Act as in
effect on the date hereof or any successor form under the Securities Act.
(b) The term "GAAP" means U.S. generally accepted accounting principles
consistently applied.
(c) The term "EQUITY EQUIVALENTS" means warrants, options or other rights
to purchase Stock, or any debt, shares or other securities convertible into or
exchangeable for Stock.
(d) The term "HOLDER" means any person, including SCI Technology, Inc.,
owning or having the right to acquire Registrable Securities or any assignee
thereof in accordance with this Agreement.
(e) The term "REGISTER," "REGISTERED," and "REGISTRATION" refers to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.
(f) The term "REGISTRABLE SECURITIES" means (i) the shares of Stock
issuable or issued upon conversion of the Note, and (ii) any other Securities
issued as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, the shares of Stock listed in
clause (i) above. Notwithstanding the foregoing, Stock or other securities shall
only be treated as Registrable Securities if and so long as they have not been
(A) effectively registered under the Securities Act and sold or distributed to
any Person pursuant to an effective registration statement covering it, or (B)
sold in a transaction exempt from the registration and prospectus delivery
requirement of the Securities Act so that all transfer restrictions, and
restrictive legends with thereto, if any, are removed upon the consummation of
such sale.
(g) The number of shares of "REGISTRABLE SECURITIES THEN OUTSTANDING"
shall be the number of shares of Stock that are Registrable Securities which are
then issued and outstanding, plus those which are issuable pursuant to then
exercisable or convertible securities.
(h) The term "REGISTRATION EXPENSES" means all expenses incident to the
Company's performance of or compliance with Article 3 including. without
limitation, all registration and filing fees; all fees and expenses of complying
with securities or blue sky laws; all printing expenses; the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits required by or
incident to such performance and compliance; and the reasonable fees and
disbursements of one counsel for the Holder.
(i) The term "SEC" means the Securities and Exchange Commission.
(j) The term "SELLING EXPENSES" means all underwriting discounts, selling
commissions and transfer taxes applicable to the sale of Registrable Securities.
ARTICLE III
REGISTRATION RIGHTS
SECTION 3.1 DEMAND REGISTRATION.
(a) If at any time after conversion of the Note and issuance of the Stock
to the Holder, the Company receives a written request from the Holder that the
Company file a registration statement under the Securities Act covering the
registration of all or a portion of the Registrable Securities of the Holder
then outstanding, then the Company shall as soon as practicable effect such
registration of the Registrable Securities of the Holder. Such obligation shall
include, without limitation, the execution of an undertaking to file
post-effective amendments and to effect appropriate registrations or
qualifications under applicable blue sky or other state securities laws
and appropriate compliance with exemptive regulations issued under the
Securities Act and any other governmental requirements or regulations.
(b) If the Holder intends to use an underwriter to distribute the
Registrable Securities covered by its request, it shall so advise the Company in
its request. In such event, the Holder shall (together with the Company) enter
into an underwriting agreement with an underwriter selected by the Holder,
subject to the approval of the Company which shall not be unreasonably withheld.
The Company shall not register any other securities in connection with any such
demand registration, other than for its own account. Notwithstanding any other
provision of this subsection, if the underwriter advises the Holder and the
Company in writing that marketing factors require a limitation of the number of
shares to be included in the underwriting, then shares, if any, other than
Registrable Securities shall first be excluded from such registration to the
extent required by such underwriting limitation. If the number of shares of
Registrable Securities so excluded exceeds twenty percent (20%) of the number of
shares of Registrable Securities which the Holder has requested be included in
such registration, then the Holder shall be entitled either (i) to require that
the registration be deferred for such period of time as the Holder, the Company
and the underwriter may mutually agree upon, but in no event for more than
ninety (90) days from delivery of a written notice of the Holder to the Company
requesting such delay, or (ii) to withdraw the registration request, in which
case it shall not count as a demand registration for purposes of the limitation
in SECTION 3.1(d). The Company shall not effect a sale of any securities of the
Company similar to the Registrable Securities being offered in the underwritten
offering, or convertible or exercisable for Registrable Securities during the
period commencing ten (10) days prior to and ending one hundred twenty (120)
days after the effective date of the applicable registration statement.
(c) Notwithstanding the foregoing, if the Company shall furnish to the
Holder, a certificate signed by the President or Chief Executive Officer of the
Company stating that in the good faith judgment of the board of directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, the Company shall have the
right to defer such filing for a period not more than ninety (90) days after
receipt of the request of the Holder; PROVIDED, HOWEVER, that the Company may
not utilize this right more than once.
(d) The Company shall not be obligated to effect, or to take any action to
effect, any registration pursuant to SECTION 3.1(a) after the Company has
effected two demand registrations and each such registration has been declared
or ordered effective and kept effective for at least one hundred twenty (120)
days. Notwithstanding the immediately preceding sentence or the provisions of
SECTION 3.1(b), a registration will not count as a demand registration under
SECTION 3.1(a) unless the Holder was able to sell a minimum of seventy-five
(75%) of the shares sought to be registered in such registration.
SECTION 3.2. COMPANY REGISTRATION. If at any time the Company proposes to
register any of its securities under the Securities Act, whether or not for sale
for its own account, on a form and in a manner which would permit registration
of its shares for sale to the public under the Securities Act (other than a
registration statement relating either to the sale of securities to employees of
the Company pursuant to a stock option, stock purchase or similar plan, an
offering or sale of securities
pursuant to a Form S-4 (or successor form) registration statement, or an SEC
Rule 145 transaction), it will each such time give prompt written notice to the
Holder of its intention to do so, describing such securities and specifying the
form and manner and the other relevant facts involved in such proposed
registration, and upon the written request of the Holder delivered to the
Company within thirty (30) days after the giving of any such notice, the Company
will effect the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Holder to
the extent required to permit the disposition (in accordance with the intended
methods thereof as aforesaid). The Company will use its commercially reasonable
efforts to cause the Registrable Securities as to which registration shall have
been so requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Company, all to the extent
required to permit the sale or other disposition by the Holder of such
Registrable Securities so registered. If any registration pursuant to this
SECTION 3.2 shall be, in whole or in part, an underwritten public offering of
securities, then the number of Registrable Securities to be included in such an
underwriting may be reduced by the Company if and to the extent that the
managing underwriter or underwriters shall be of the opinion that such inclusion
would adversely affect the marketing, success or offering price of such offering
as follows: first, all shares held by other persons requesting inclusion in such
offering shall be reduced pro rata among such persons according to the number of
shams requested by each such person to be registered, then all shares held by
the Holder shall be reduced, and finally, shares to be sold by the Company shall
be reduced.
SECTION 3.3 FORM S-3 REGISTRATION. If, at a time when Form S-3 (or any
comparable successor form) is available for the registration of Registrable
Securities and the Company is eligible to use Form S-3 (or such successor form)
for such registration, the Company shall receive from the Holder a written
request that the Company effect a registration on Form S-3 (or such successor
form) of any of the Holder's Registrable Securities, the Company will promptly
give written notice of the proposed registration to the Holder and, as soon as
practicable, effect such registration and all such related qualifications and
compliances as may be reasonably requested and as would permit or facilitate the
sale and distribution of all Registered Securities as are specified in such
request. The rights of the Holder to request registration under this SECTION 3.3
shall be in addition to all other registration rights in this Agreement. The
Company shall have no obligation to effect a registration under SECTION 3.3 more
than three times.
SECTION 3.4. REGISTRATION EXPENSES. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
SECTIONS 3.1, 3.2 AND 3.3 shall be borne by the Company; and all Selling
Expenses shall be borne by the Holder and any other holders of the securities so
registered pro rata on the basis of the number of their shares so registered.
SECTION 3.5. REGISTRATION PROCEDURES.
(a) When the Company is required to effect the registration of
any Registrable Securities under the Securities Act as provided in this ARTICLE
3, the Company shall as expeditiously as possible:
(i) prepare and file with the SEC a registration statement on the
appropriate form with respect to such Registrable Securities and use
its best efforts to cause such
registration statement to become effective as promptly as practicable, and upon
the request of the Holder, keep such registration statement effective to; at
least one hundred twenty (120) days;
(ii) prepare and file with the SEC 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 and to comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities
covered by such registration statement until the earlier of: (a)
such time as all of such Registrable Securities have been disposed
of in accordance with the intended methods of disposition by the
Holder set forth in such registration statement; or (b) the
expiration of one hundred and twenty (120) days after such
registration statement becomes effective;
(iii) furnish to the Holder such number of conformed copies of such
registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of
copies of the prospectus included in such registration statement
(including each preliminary prospectus and any summary
prospectus), in conformity with the requirements of the Securities
Act, such documents incorporated by reference in such registration
statement or prospectus, and such other documents, as the Holder
may reasonably request;
(iv) use its best efforts to register and qualify all securities
covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as the Holder shall
reasonably request, and do any and all other acts and things which
may be necessary or advisable to enable the Holder to consummate
the disposition in such jurisdictions of its Registrable
Securities covered by such registration statement, except that the
Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, or to subject itself
to taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;
(v) furnish to the Holder a signed counterpart, addressed to the
seller, of (A) an opinion of counsel for the Company, dated the
effective date of such registration statement (and, if such
registration includes an underwritten public offering, dated the
date of the closing under the underwriting agreement), and (B) a
"cold comfort" letter signed by the independent public accountants
who have certified the Company's financial statements included in
such registration statement, covering substantially the same
matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants'
letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of
issuer's counsel and its accountants' letters delivered to
underwriters in underwritten public offerings of securities and,
in the case of the accountants' letter, such other financial
matters, as the Holder may reasonably request;
(vi) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement in usual
and customary form, with the managing underwriter of such offering;
(vii) immediately notify the Holder, 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, as then in
effect, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the
light of the circumstances then existing, and at the request of
the Holder prepare and furnish a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the
circumstances then existing; and
(viii) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its securities
holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months, but not more than
eighteen months, beginning with the first month of the first
fiscal quarter after the effective date of such registration
statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act.
The Company may require the Holder, when any registration is being effected with
respect to any of the Holder's Registrable Securities, to furnish the Company
such information regarding the Holder and the distribution of the securities as
the Company may from time to time request in writing for inclusion in the
applicable registration statement as required by law or by the SEC in connection
therewith.
SECTION 3.6. PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give the Holder and any
underwriter, if any, and their counsel and accountants, a reasonable opportunity
to participate in the preparation of such registration statement and other
documents related thereto, and will give them reasonable access to books and
records and personnel such as is reasonably necessary to facilitate preparation
of such documents and filing.
SECTION 3.7. FURNISH INFORMATION. It shall be a condition precedent to the
obligation of the Company to take any action pursuant to this ARTICLE 3 with
respect to the Registrable Securities of the Holder that the Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of the Holder's Registrable
Securities.
SECTION 3.8. INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this ARTICLE 3:
(a) The Company will indemnify and hold harmless the Holder, its
directors and officers, and each other person, if any, who controls the Holder
within the meaning or the Securities Act, against any losses, claims, damages,
liabilities and expenses (including reasonable legal fees and expenses and costs
of investigation), joint or several, to which the Holder or any such director or
officer or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such securities were registered under
the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus included therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company will
reimburse the Holder, and each such director, officer, and controlling person
for any legal or any other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable to such an indemnified
person in any such case to the extent (but only to the extent) that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus summary prospectus, amendment
or supplement or any documents incorporated by reference in any of the above in
reliance upon and in conformity with written information furnished by such
indemnified person to the Company and designated by such person to be for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder or any such director, officer,
or controlling person and shall survive the transfer of such securities by the
Holder.
(b) To the extent permitted by law, the Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
has signed the registration statement and each other person, if any, who
controls the Company within the meaning of the Securities Act, with respect to
any statement in or omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus included therein, or any
amendment or supplement thereto or any documents incorporated by reference in
any of the above, if such statement or omission was made solely in reliance upon
and in conformity with written information furnished to the Company through an
instrument duly executed by the Holder specifically stating that it is for
inclusion in such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any such director, officer or controlling person and
shall survive the transfer of such securities by the Holder; PROVIDED, HOWEVER,
that the Holder's liability hereunder shall not exceed the aggregate net
offering proceeds received by the Holder.
(c) If the indemnification provided for in this SECTION 3.8 is
unavailable or insufficient to hold harmless an indemnified party in respect of
any losses, claims, damages, liabilities, expenses or action in respect thereof
referred to herein, then the indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities, expenses or actions in such proportion as is appropriate
to reflect the
relative fault of the indemnifying party on the one hand, and the indemnified
party on the other, in connection with the statement or omissions which resulted
in such losses, claims, damages, liabilities, expenses or actions as well as any
other relevant equitable considerations, including the failure to give the
notice required hereunder. The relative fault of the indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to
information supplied by the indemnifying party or the indemnified party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Holder agree
that it would not be just and equitable if contributions pursuant to this
SECTION 3.8(c) were determined by pro rata allocation or by any other method of
allocation which did not take account of the equitable considerations referred
to above. The amount paid or payable to an indemnified party as a result of the
losses, claims, damages, liabilities or action in respect thereof, referred to
above, shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the contribution provisions of this
SECTION 3.8, in no event shall the amount contributed by the Holder exceed the
aggregate net offering proceeds received by such seller from the sale of such
shares. No person guilty of a fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who is not guilty of such fraudulent misrepresentation.
(d) Promptly after receipt by an indemnified party of notice of
the commencement of any action or proceeding involving a claim referred to in
the preceding subdivisions of this SECTION 3.8, such indemnified party will, if
a claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; PROVIDED, THAT
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this SECTION 3.8. In case any such action is brought against an
indemnified party, the indemnifying party shall be entitled to participate in
and to assume the defense thereof, jointly with any other indemnifying party
similarly notified, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof; provided, however, that if the indemnified
party or parties reasonably determine that there may be a conflict between the
positions of the indemnifying party or parties and of the indemnified party or
parties in conducting the defense of such action or proceeding or that there may
be legal defenses available to such indemnified party or parties different from
or in addition to those available to the indemnifying party or parties, then
counsel for the indemnified party or parties shall be entitled to conduct the
defense to the extent reasonably determined by such counsel to be necessary to
protect the interests of the indemnified party or parties (and the indemnifying
party or parties shall bear the reasonable legal and other expenses incurred in
connection therewith). No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a full and final release from all liability in respect to such claim or
litigation.
SECTION 3.9. RULE 144 AND 144A. The Company will file the reports required
to be filed by it under the Securities Act and the Securities Exchange Act of
1934 (the "Exchange Act') (or, if the Company is not required to file such
reports, will, upon the request of the Holder, make publicly available other
information necessary to comply with Rule 144(c) and Rule 144A, as applicable),
and will take such further action as the Holder may reasonably request, all to
the extent required ftom time to time to enable the Holder to sell shares of the
Company without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of the Holder, the Company will
deliver to the Holder (i) a verified, written statement of the President or
Chief Financial Officer as to whether it has complied with such requirements;
(ii) if applicable, a copy of the most recent annual or quarterly report of the
Company; and (iii) such other reports and documents as the Holder may reasonably
request to avail itself of Rule 144, 144A or any other rule or regulation of the
SEC allowing the Holder to sell its shares of the Company without registration.
ARTICLE IV
GENERAL
SECTION 4.1. AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the Holder.
SECTION 4.2 NOTICES. Except as otherwise provided in this Agreement,
notices and other communications under this Agreement shall be in writing and
shall be delivered, or mailed by first-class mail, postage prepaid, addressed,
if to the Holder, to the attention of Michael Ledbetter, addressed in the manner
set forth beneath the Holders signature below or at such address, or to the
attention of such other officer, as the Holder shall have furnished to the
Company in writing a notice properly given hereunder or, if to the Company, to
the attention of its Secretary, addressed in the manner set forth beneath the
Company's signature below, or at such other address, or to the attention of such
other officer, as the Company shall have furnished to the Holder in a notice
properly given hereunder.
SECTION 4.3. ADJUSTMENTS. This Agreement shall apply to any shares of Stock
issued to the Holder with respect to, upon exercise or conversion of, or in
exchange for, any Registrable Securities, held by the Holder, by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise,
except for shares of capital stock which have been distributed by the Holder to
the public pursuant to a registration statement or Rule 144 (or any successor
provision) under the Securities Act.
SECTION 4.4. MISCELLANEOUS.
(a) This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto,
whether so expressed or not.
(b) This Agreement, together with the Note, embodies the entire agreement
and understanding between the Holder and the Company and supersedes all prior
agreements and understandings relating to the subject matter hereof.
(c) Terms used but not defined in this Agreement shall have the meaning
assigned to such terms in the Note.
(d) The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
(e) This Agreement may be executed in two or more counterparts (including
by facsimile), each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) Time is of the essence under this Agreement.
(g) This Agreement shall be governed by and construed under the internal
laws of the State of Delaware without giving effect to conflicts of laws.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
[The remainder of this page left intentionally blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective duly authorized corporate
officers as of the date first written above.
NETWORK COMPUTING DEVICES, INC.
Seal
By: /S/
----------------------------------
Print Name:
-------------------------
Title:
------------------------------
Attest: /S/
Print Name:
Title:
------------------------------
Address for notices:
301 Ravendale Drive
Mountain View, California 94043-5207
SCI TECHNOLOGY, INC.
By: /S/
-----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
Attest: /S/
Print Name:
Title:
-------------------------------
Address for notice:
2101 West Clinton Avenue
Post Office Box 1000
Huntsville, Alabama 35807