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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is dated as of November 12, 1997,
and is by and between FWT, Inc., a Texas corporation (the "COMPANY"), and the
shareholders thereof listed on Exhibit A hereto (individually, a "SHAREHOLDER"
and, collectively, the "SHAREHOLDERS").
PRELIMINARY STATEMENT
This Agreement is being made in connection with that certain Stock
Purchase and Redemption Agreement of even date herewith, by and among the
Company, and the Shareholders.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good, valid and binding
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:
STATEMENT OF AGREEMENT
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the terms defined in this
Article I shall have the meanings herein specified for all purposes of this
Agreement. All other capitalized terms shall have the meanings assigned to them
in the various other provisions of this Agreement.
"AFFILIATE" shall mean, as to any Person, any other Person
which, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition of "Affiliate,"
"CONTROL" of a Person shall mean the power, direct or indirect, (i) to vote or
direct the voting power of at least ten percent (10%) or more of the
outstanding shares of voting securities of a Person, or (ii) to direct or cause
the direction of the management and policies of a Person by ownership of voting
securities, general partnership interests, or otherwise.
"AGREEMENT" shall mean this Registration Rights Agreement,
including all schedules and exhibits hereto, as the Agreement may be from time
to time amended, modified or supplemented.
"COMMISSION" shall mean the Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act or the Exchange Act.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
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"HOLDER" of any security shall mean the record owner of such
security.
"HOLDER OF REGISTRABLE SECURITIES" shall mean the Person at
the time of such determination, who owns Registrable Securities or a transferee
of such Registrable Securities who is entitled to registration rights hereunder
in accordance with the provisions of Section 2.6 hereof.
"PERSON" shall include all natural persons, corporations,
business trusts, associations, companies, partnerships, joint ventures and
other entities and governments and agencies and political subdivisions.
"REGISTRABLE SECURITIES" shall mean the shares of Common Stock
held by the Shareholders.
"SECURITIES ACT" shall mean the Securities Act of 1933 or any
similar successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
For the purposes of this Agreement, Registrable Securities
will cease to be Registrable Securities when (i) a registration statement
relating to such securities has been declared effective and such securities
have been disposed of pursuant to such effective registration statement, (ii)
such securities are distributed to the public pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act, or (iii) they have
been transferred other than as permitted under Section 2.6 hereof.
The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.
ARTICLE II
REGISTRATION RIGHTS
2.1 Incidental Registration.
(a) Right to Include Registrable Securities. If the Company
at any time proposes to register any of its equity securities under
the Securities Act, whether or not for sale for its own account other
than pursuant to a registration statement on Form S-4 or S-8 or under
a dividend reinvestment program or stockholder investment program
pursuant to a registration statement on Form S-3, or in an offering
where the principal securities offered are debt securities, it will
each such time, at least 30 days prior to filing the registration
statement, give written notice to the Holders of Registrable
Securities of its intention to do so. Upon the written request of any
such Holder made within 15 days after the receipt of any such notice
(which request shall specify the Registrable Securities intended to be
disposed of by each such Holder), the Company will, in accordance with
the limitations below, use best efforts to include in the registration
under the Securities Act of all Registrable
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Securities which the Company has been so requested to register by such
Holder, to the extent requisite to permit the disposition of the
Registrable Securities so to be registered ("INCIDENTAL
REGISTRATION"), provided that if, at any time after giving written
notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with
such registration, the Company determines, based on advice of counsel
and/or its financial advisors, that registration of the Company's
securities would be imprudent at such time, the Company may, at its
election, give written notice of such determination to the Holders of
Registrable Securities and thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such
registration, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable
Securities being registered pursuant to this Section 2.1(a), for the
same period as the delay in registering such other securities.
(b) Priority in Incidental Registrations. In the event any
Incidental Registration is underwritten, if the managing underwriter
advises the Company in writing that in its opinion no securities other
than those offered by the Company can be sold, then none of the
Shareholders shall be entitled to participate in such offerings. In
the event that the managing underwriter advises the Company in writing
that in its opinion the number of Registrable Securities and other
securities requested to be included exceeds the number which can be
sold in an underwritten public offering, the Company will include in
such registration: (i) first, any securities requested to be included
by and for the account of the Company; (ii) second, any Registrable
Securities pro rata based on the number of shares owned by the holders
thereof; and (iii) third, any other securities requested to be
included by persons to whom the Company has granted registration
rights in accordance with this Agreement, pro rata based on the number
of shares owned by the holders of such other securities.
2.2 Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section
2.1 hereof, the Company will, subject to the limitations provided
herein, as expeditiously as possible:
(a) prepare and (as soon thereafter as practicable file with
the Commission), the requisite registration statement to effect such
registration and thereafter use its best efforts to cause such
registration statement to become effective; provided that, to the
extent that a request for registration is made within 30 days before
the end of the Company's fiscal year, the Company may, after
consultations with Holders of Registrable Securities conducted in good
faith, delay such filing until the earlier of (a) 90 days after the
end of the Company's fiscal year or (b) the completion of the annual
audit of the Company's financial statements by its independent public
accountants;
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(b) prepare and file with the 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 and to comply with the provisions of the
Securities Act with respect to the disposition of all securities
covered by such registration statement until such time as all of such
securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof set forth in
such registration statement; provided, however, that the Company shall
not in any event be required to keep the registration statement
effective for a period of more than 180 days after such registration
statement becomes effective;
(c) furnish to each seller of Registrable Securities covered
by such registration statement 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 contained in such registration statement (including
each preliminary prospectus and any summary prospectus) and such other
documents as such seller may reasonably request;
(d) register or qualify all Registrable Securities and other
securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller
thereof shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement
remains in effect (provided, however, that the Company shall not in
any event be required to keep such registration or qualification in
effect for a period of more than 180 days after such registration or
qualification becomes effective), and take any other action which may
be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the securities
owned by such seller, 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 would not but for the
requirements of this Section 2.2 be obligated to be so qualified;
(e) furnish to each seller of Registrable Securities a copy
or, upon request, a signed counterpart of:
(i) 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
(ii) in the event the registration to be effected is
underwritten, a "comfort" letter (provided one can be
obtained by use of the Company's best efforts), 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),
signed by the independent public accountants who have audited
the Company's financial statements included in such
registration statement,
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covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
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 in accountants' letters delivered to the underwriters in
underwritten public offerings of securities;
(f) notify each seller of Registrable Securities covered by
such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon
discovery that, or upon 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 under which they were made, and at the request of any
such seller, prepare and furnish to such seller 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
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 under which they were made; and
(g) use its best efforts to list all Registrable Securities
covered by such registration statement on any securities exchange on
which any shares of the Common Stock is then listed.
It shall be a condition precedent to the obligations of the
Company to take any action with respect to registering a Holder's
Registrable Securities pursuant to this Article II that such Holder of
Registrable Securities as to which any registration is being effected
furnish in writing to the Company such information regarding such
seller, the Registrable Securities and other securities of the Company
held by such seller, and the distribution of such securities and such
other information as the Company may from time to time reasonably
request in writing.
Each Holder of Registrable Securities agrees by acquisition
of such Registrable Securities that upon receipt of any notice from
the Company of the happening of any event of the kind described in
Section 2.2(f), such Holder will forthwith discontinue such Holder's
disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities.
2.3 Holdback Agreements. Each Holder of Registrable Securities agrees
not to effect any public sale or public distribution of equity securities
of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and the 90
days after the effective date of an underwritten Incidental Registration in
which Registrable Securities are included (except as part of such
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underwritten registration), unless the underwriters managing the registered
public offering otherwise agree.
The Company agrees not to effect any public sale or public
distribution of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the
seven days prior to and the 90 days after the effective date of any
underwritten Incidental Registration or during the 60-day period
beginning on the effective date of any non-underwritten Incidental
Registration (except as part of such underwritten registration or
pursuant to registrations on Forms S-4, S-8 or any successor forms),
unless the underwriters, managing the registered public offering
otherwise agree (or, with respect to a non-underwritten offering,
unless the Holder of Registrable Securities otherwise agrees) or
unless all of the Registrable Securities registered under the
registration statement for Incidental Registration, as the case may
be, have been sold.
2.4 Indemnification.
(a) Indemnification by the Company. In the event any
Registrable Securities are included in a registration statement under this
Article II, to the extent permitted by law, the Company shall, and hereby
does, indemnify and hold harmless the seller of any Registrable Securities
covered by such registration statement, its directors and officers, and each
other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which such seller or any such
director or officer or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon 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
contained therein, or any amendment or supplement thereto, or 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 such seller 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 in any such case 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 in reliance upon and in conformity with written information
furnished to the Company by such seller expressly for use in the preparation
thereof, and provided further that the Company shall not be liable to any
Person, in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out
of such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an
untrue statement or alleged untrue statement or omission or alleged omission
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or prior to the written confirmation of the sale of Registrable
Securities to such Person if such statement or omission was corrected
in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of
such seller or any such director, officer or controlling person and
shall survive the transfer of such securities by such seller.
(b) Indemnification by the Holders of Registrable Securities.
The Company may require, as a condition to including any Registrable
Securities in any registration statement filed pursuant to Section
2.1, that the Company shall have received an undertaking reasonably
satisfactory to it from the prospective seller of such securities, to
indemnify and hold harmless (in the same manner and to the same extent
as set forth in this Section 2.4(a) each underwriter, each Person who
controls such underwriter within the meaning of the Securities Act,
the Company, each director of the Company, each officer of the Company
and each other Person, if any, who controls the Company within the
meaning of the Securities Act, with respect to any statement or
alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission
or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such seller expressly
for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or
supplement; provided that such prospective seller shall not be liable
to any Person who participates as an underwriter in the offering or
sale of Registrable Securities or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, in
any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense
arises out of such Person's failure to send or give a copy of the
final prospectus, as the same may be then supplemented or amended, to
the Person asserting an untrue statement or alleged untrue statement
or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if
such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect, regardless of
any investigation made by or on behalf of any underwriter, the Company
or any such director, officer or controlling Person and shall survive
the transfer of such securities by such seller.
(c) Notices of Claims, etc. 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 paragraphs
of this Section 2.4, 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 paragraphs of this Section 2.4, except
to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified
and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to
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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 other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, 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 release from all liability in
respect to such claim or litigation.
(d) Indemnification Payments. The indemnification required by
this Section 2.4 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 expense, loss, damage or liability is incurred.
(e) Contribution. If the indemnification provided for in this
Section 2.4 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as
a result of such loss, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified parties in connection with the
actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified parties
shall be determined by reference to, among other things, whether any
action in question, including any untrue statement of material fact or
omission or alleged omission to state a material fact, has been made
by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in
Section 2.4(c), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 2.4(e) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
If indemnification is available under this Section 2.4, the
indemnifying parties shall indemnify each indemnified party to the full
extent provided herein without regard to the
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relative fault of said indemnifying party or indemnified party or
any other equitable consideration provided for in this Section 2.4(e).
2.5 Forms. All references in this Agreement to particular forms of
registration statements are intended to include, and shall be deemed to
include, references to all successor forms which are intended to replace,
or to apply to similar transactions as, the forms herein referenced.
2.6 Transfer of Registrable Securities. The registration rights
granted the Holders of Registrable Securities under this Agreement may not
be transferred without the prior written consent of the Company, except to
permitted transferees under the Shareholders' Agreement of even date
herewith.
2.7 Rule 144. After the date the Company has equity securities
registered pursuant to Section 12 of the Exchange Act, the Company
covenants that it will take such action including, but not limited to, the
filing of reports required to be filed by it under the Securities Act and
the Exchange Act, as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Holder
of Registrable Securities to sell Registrable Securities without
registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, as such Rule may
be in writing, or any similar successor rule or regulation. Further, the
Company agrees to use its best efforts to facilitate and expedite transfers
of the Registrable Securities pursuant to Rule 144 under the Securities
Act, which efforts shall include timely notice to its transfer agent to
expedite such transfers of Securities.
2.8 Registration Expenses.
(a) 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, listing fees, printing expenses,
messenger and delivery expenses, and fees and disbursements of counsel
for the Company and all reasonable fees and disbursements of one
counsel (whether constituting one or more individuals) for the
participating Holders of Registrable Securities (selected by the
Holders of a majority of such Registrable Securities), and all
independent certified public accountants, underwriters (excluding
discounts and commissions), and other persons retained by the Company
including, without limitation, the underwriters retained for an
underwritten Incidental Registration (all such expenses being herein
referred to as "REGISTRATION EXPENSES"), will be borne by the Company.
(b) Underwriters' discounts and commissions will be borne by
all sellers of securities included in such registration in proportion
to the aggregate selling price of the securities to be so registered.
2.9 Mergers, Etc. The Company shall not, directly or indirectly, enter
into any merger, consolidation or reorganization in which the Company shall
not be the surviving
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corporation unless the proposed surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose
references hereunder to Registrable Shares shall be deemed to be references
to the securities which the purchasers would be entitled to receive in
exchange for Registrable Securities under any such merger, consolidation or
reorganization; provided, however, that the provisions of this Section 2.9
shall not apply in the event of any merger, consolidation or reorganization
in which the Company is not the surviving corporation if all shareholders
are entitled to receive in exchange for their Registrable Securities
consideration consisting solely of (i) cash, (ii) securities of the
acquiring corporation which may be immediately sold to the public without
registration under the Securities Act, or (iii) securities of the acquiring
corporation which the acquiring corporation has agreed to register within
90 days of completion of the transaction for resale to the public pursuant
to the Securities Act.
ARTICLE III
MISCELLANEOUS
3.1 Waivers and Amendments. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of each of the
parties hereto affected by such amendment, modification or supplement.
3.2 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered
personally, mailed by certified mail (return receipt requested) or sent by
overnight delivery service, cable, telegram, facsimile transmission or
telex to the parties at the addresses listed on Exhibit A or at such other
addresses as shall be specified by the parties by like notice. Notice so
given shall, in the case of notice so given by mail, be deemed to be given
and received on the fourth calendar day after posting, in the case of
notice so given by overnight delivery service, on the date of actual
delivery and, in the case of notice so given by cable, telegram, facsimile
transmission, telex or personal delivery, on the date of actual
transmission or, as the case may be, personal delivery.
3.3 Severability. If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render
it legal, valid and enforceable, and if no such modification shall render
it legal, valid and enforceable, then this Agreement shall be construed as
if not containing the provision held to be invalid, and the rights and
obligations of the parties shall be construed and enforced accordingly.
3.4 Headings. The headings of the sections and paragraphs of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
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3.5 Arbitration and Choice of Law.
(a) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas,
without regard to the rules or principles of conflicts of law (rules or
principles of private international law) thereof.
(b) Rules Governing Disputes. The parties hereto shall seek
to resolve all disputes arising from or related to this Agreement amicably.
In the event the parties hereto cannot resolve such disputes, the Company,
or Shareholders may request arbitration of any dispute arising from or
related to this Agreement, by delivery or written notice to the other
parties hereto. Such disputes shall be submitted to final and binding
arbitration before a Board of Arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association.
(c) Board of Arbitration. The Board of Arbitration shall
consist of three (3) arbitrators. If the First Closing does not occur, the
Purchasers shall appoint one arbitrator and the Company shall appoint one
arbitrator. If the First Closing does occur, the Purchasers shall appoint
one arbitrator and the Original Shareholders shall appoint one arbitrator.
The two (2) arbitrators thus appointed shall appoint the third (3rd)
arbitrator. If a party hereto fails to appoint its arbitrator within thirty
(30) days of the receipt of written request from a party for arbitration,
such arbitrator shall be appointed by the President of the American
Arbitration Association. If the two arbitrators thus appointed fail to
agree on the appointment of the third arbitrator within thirty (30) days of
the appointment of the other arbitrators and if the parties subject to the
dispute do not otherwise agree on the appointment of the third arbitrator,
the President of the American Arbitration Association shall appoint the
third arbitrator. The third arbitrator shall be the presiding arbitrator on
the Board of Arbitration.
(d) Procedures for Arbitration. The arbitration shall be
conducted in the English language in Dallas, Texas under the auspices of
the American Arbitration Association. The Board of Arbitration shall decide
by majority vote on points of substance, law and otherwise; provided,
however, that in the event a majority vote cannot be reached, the third
arbitrator shall make the final decision. All decisions of the Board of
Arbitration shall be rendered in the English language and shall be final
and binding on the parties and may be entered against them in a court of
competent jurisdiction. The Board of Arbitration shall determine the costs
of arbitration in its award, and such costs shall be allocated between the
parties as determined by the Board of Arbitration.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and
shall constitute one and the same instrument.
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3.7 Termination. This Agreement shall terminate at such time as no
Registrable Securities are outstanding.
3.8 Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way.
REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGES FOLLOW
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
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Roy J. Moore
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Thomas F. "Fred" Moore
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Carl R. Moore
FWT, INC.
By:
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Name:
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Title:
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FWT ACQUISITION, INC.
By:
--------------------------------
Name:
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Title:
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EXHIBIT A
SHAREHOLDERS PARTY TO THIS AGREEMENT
Roy J. Moore:
Orchid Court
Arlington, Texas 76016
Phone: (817) 561-0151
Thomas F. "Fred" Moore:
Bay Club Drive
Arlington, Texas 76013
Phone: (817) 457-1579
Carl R. Moore:
Flower Garden
Arlington, Texas 76016
Phone: (817) 483-6061
FWT, Acquisition, Inc.:
Madison Avenue
10th Floor
New York, NY 10022
Attn: Edward W. Scott
Phone: (212) 605-0577
Fax: (212) 486-6686