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Exhibit 4(e)
REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of June
15, 1998, by and among REGENT COMMUNICATIONS, INC. ("Regent"), PNC BANK, N.A., a
national banking association, as Trustee ("PNC"), WALLER-SUTTON MEDIA PARTNERS,
L.P. ("Waller-Sutton"), WILLIAM H. INGRAM ("Ingram"), WPG CORPORATE DEVELOPMENT
ASSOCIATES V, L.P., a Delaware limited partnership, and WPG CORPORATE
DEVELOPMENT ASSOCIATES V (OVERSEAS), L.P., a Delaware limited partnership
(collectively, "WP&G"), BMO FINANCIAL, INC. ("BMO"), WILLIAM L. STAKELIN
("Stakelin"), TERRY S. JACOBS ("Jacobs"), RIVER CITIES CAPITAL FUND LIMITED
PARTNERSHIP ("River Cities"), GENERAL ELECTRIC CAPITAL CORPORATION ("GE
Capital"), MIAMI VALLEY VENTURE FUND L.P. ("Miami Valley"), BLUE CHIP CAPITAL
FUND II LIMITED PARTNERSHIP ("Blue Chip") and THOMAS P. GAMMON ("Gammon") (PNC,
Waller-Sutton, WP&G, BMO, Stakelin, Jacobs, River Cities, GE Capital, Miami
Valley, Blue Chip and Gammon are collectively referred to herein as the
"Stockholders" and each individually as a "Stockholder"). Capitalized terms used
herein and not otherwise defined are defined in Section 9 hereof.
W I T N E S S E T H:
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WHEREAS, each of the Stockholders owns shares of preferred stock of
Regent which are convertible into shares of the common stock of Regent (the
"Common Stock") and/or warrants to purchase shares of Common Stock;
WHEREAS, Regent and the Series F Purchasers are parties to that certain
Stock Purchase Agreement dated as of June 15, 1998 (the "Series F Stock Purchase
Agreement"); and
WHEREAS, the Series F Stock Purchase Agreement requires that Regent
enter into this Agreement with the Stockholders to provide for the grant of
certain registration rights to the Stockholders, it being intended that this
Agreement shall supercede and replace the provisions of any agreement entered
into prior to the date hereof between Regent and any Stockholder relating to the
grant or exercise of registration rights.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. SECURITIES SUBJECT TO THIS AGREEMENT. The securities entitled to the
benefits of this Agreement are the Registrable Securities.
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2. DEMAND REGISTRATIONS.
(a) At any time, Waller-Sutton and, after July 1, 2000, the holders
of at least 10% of the outstanding Common Stock (computed on an "as-converted"
and fully-diluted basis) shall have the right to request that Regent register
all or part of its Registrable Securities under the Securities Act of 1933, as
amended (the "Securities Act"). Such request (each, a "Request") shall be in
writing and specify the number of Registrable Securities to be registered and
the intended method of distribution thereof. Regent shall only be obligated to
effect two registrations of Registrable Securities pursuant to a Request made by
Waller-Sutton under this Section and only one registration pursuant to a Request
made by any parties other than Waller-Sutton under this Section. Promptly after
receipt of a Request, Regent will give written notice of such requested
registration to all other Stockholders (the "Notice of Request"), and thereupon
Regentwill, as expeditiously as possible, use its best efforts to effect the
registration under the Securities Act of:
(i) the Registrable Securities that Regent has been so requested
to register by Waller-Sutton; and
(ii) all other Registrable Securities that Regent has been
requested to register by any other Stockholder by written request given to
Regent within fifteen (15) days after the giving of the Notice of Request;
PROVIDED, that Regent may postpone for not more than 60 calendar days the filing
or effectiveness of a registration statement under this Section 2 if the Board
of Directors of Regent determines that such registration could reasonably be
expected to have a material adverse effect on any proposal or plan by Regent to
engage in any acquisition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer of similar transaction then
under consideration, any public or private sale of equity securities which
Regent reasonably expects to consummate within the next 60 days, or any
registration statement which has been filed by Regent, or which Regent has a
bona fide intention of filing within the next 30 days, with respect to any class
of equity securities of Regent.
(b) Waller-Sutton will be entitled, at any time prior to the
requested registration being declared effective by the SEC, to withdraw a
Request, and if such Request is withdrawn the registration of Registrable
Securities which is to be effected as a result of such Request shall be
terminated and abandoned.
(c) If Regent proposes to effect a registration requested pursuant
to Section 2(a) by the filing of a registration statement on Form S-3 (or any
similar short-form registration statement), Regent will comply with any request
by the Managing Underwriter (as defined below) to effect such registration on
another permitted form if such Managing Underwriter advises Regent that, in its
opinion, the use of another form of registration statement is of material
importance to such proposed offering.
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(d) A registration requested pursuant to Section 2 will not be
deemed to have been effected unless it has been declared effective by the SEC;
PROVIDED, that if after it has become effective, the offering of Registrable
Securities pursuant to such registration is interfered with by any stop order,
injunction or other order or requirement of the SEC or other governmental agency
or court, such registration will be deemed not to have been effected.
(e) Regent will pay all Registration Expenses in connection with
each of the registrations of Registrable Securities requested to be effected by
it pursuant to this Section 2.
(f) Waller-Sutton shall have the right, with the approval of Regent
(which approval will not be unreasonably withheld), to select the investment
banker (or investment bankers) that shall manage the offering of Registrable
Securities pursuant to the requested registration (collectively, the "Managing
Underwriter"). Waller-Sutton shall also have the right to request that any
registration effected under this Section 2 constitute a "shelf registration"
pursuant to Rule 415 under the Securities Act which will permit stockholders to
sell their Registrable Securities from time to time while such registration
remains effective.
(g) In addition to the right to request registration pursuant to
Section 2(a), if Regent is eligible to register securities with the SEC on
behalf of selling Stockholders on Form S-3, or a similar "short form"
registration statement, then Waller-Sutton or, after July 1, 2000, the holders
of at least 10% of the outstanding Common Stock (computed on an "as-converted"
and fully-diluted basis), will be entitled to request an unlimited number of
such "short form" registrations for which Regent will pay all Registration
Expenses. All Stockholders shall be entitled to participate in such "short form"
registrations in the same manner as provided in Section 2(a). Registrations made
pursuant to this Section 2 shall be made using "short form" registration
statements whenever Regent is permitted to use such applicable form and Waller-
Sutton requests or consents to the use of such form.
(h) In connection with any offering pursuant to this Section 2, the
only shares that may be included in such offering are Registrable Securities.
(i) If in connection with any registration pursuant to this Section
2, the Managing Underwriter shall advise Regent that, in its judgment, the
number of shares proposed to be included in such offering is such as to
materially and adversely affect the success of the offering, then Regent will
promptly so advise each Stockholder who has requested registration, and the
Registrable Securities requested to be registered by the Stockholders (including
Waller-Sutton) shall be reduced pro rata, based on the respective number of
Registrable Securities as to which registration has been so requested by such
persons, until the number of shares to be included in such offering has been
reduced to a level acceptable to the Managing Underwriter; PROVIDED, that, the
registration of any of the Registrable Securities of Waller-Sutton shall only
count as an effected registration pursuant to Section 2(a) if Waller-Sutton is
able to register and sell all of the Registrable Securities requested by it to
be included in such registration.
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3. PIGGYBACK REGISTRATIONS.
(a) If Regent at any time proposes to register any of its equity
securities under the Securities Act (other than a registration on Form S-4 or
S-8 or any successor forms thereto), whether or not for sale for its own
account, on a form and in a manner that would permit registration of Registrable
Securities for sale to the public under the Securities Act, it will give at
least 45 days' advance written notice to all Stockholders 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 (including, without
limitation, (x) whether or not such registration will be in connection with an
underwritten offering of Registrable Securities and, if so, the identity of the
Managing Underwriter and whether such offering will be pursuant to a "best
efforts" or "firm commitment" underwriting and (y) the price (net of any
underwriting commissions, discounts and the like) at which the Registrable
Securities are reasonably expected to be sold). Upon the written request of any
Stockholder delivered to Regent within 20 days after the receipt of any such
notice (which request shall specify the Registrable Securities intended to be
disposed of by such Stockholder and the intended method of disposition thereof),
Regent will use best efforts to effect the registration under the Securities Act
of all of the Registrable Securities that Regent has been so requested to
register; PROVIDED, HOWEVER, that:
(i) If, at any time after giving such 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, Regent shall
determine for any reason not to register such securities, Regent may, at its
election, give written notice of such determination to each Stockholder who made
a request as hereinabove provided and thereupon Regent shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of
Waller-Sutton or other Stockholders to request that such registration be
effected as a registration under Section 2.
(ii) If such registration involves an underwritten offering, all
Stockholders requesting to be included in Regent's registration must sell their
Registrable Securities to the underwriters selected by Regent on the same terms
and conditions as apply to Regent except that if the terms hereof and of the
terms of the agreement with the underwriters conflict, then the terms hereof
shall control.
No registration effected under this Section 3 shall relieve Regent of its
obligation to effect registration upon request under Section 2.
(b) Regent shall not be obligated to effect any registration of
Registrable Securities under this Section 3 incidental to the registration of
any of its securities solely in connection with mergers, acquisitions, exchange
offers, dividend reinvestment plans or stock option or other employee benefit
plans.
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(c) If Regent registers any of its equity securities, it shall use a
form that would permit Stockholders to exercise their rights set forth in this
Section 3 unless (i) the failure to use another form would create a material
disadvantage to Regent or (ii) the transaction contemplated by Regent is a
transaction for which Form S-4, Form S-8 or any such successor form is
specifically applicable.
(d) The Registration Expenses incurred in connection with each
registration of Registrable Securities requested pursuant to this Section 3
(including, without limitation, each registration canceled pursuant to Section
3(a)(i) above), shall be paid by Regent.
(e) If a registration pursuant to this Section 3 involves an
underwritten offering and the Managing Underwriter advises Regent that, in its
opinion, the number of securities proposed to be included in such registration,
when added to the number of securities desired to be offered by Regent, is such
as to materially and adversely affect the success of such offering, then Regent
will include in such registration the number of Registrable Securities requested
by the Stockholders to be included in such registration that, when added to the
number of securities desired to be offered by Regent, in the opinion of such
Managing Underwriter can be sold, such amount to be allocated among all such
Stockholders pro rata on the basis of the respective number of Registrable
Securities each such Stockholder has requested to be included in such
registration; provided, however, that no other securities (other than securities
being sold by Regent and Registrable Securities) shall be included in such
offering unless and until all Registrable Securities have been included.
(f) In connection with any underwritten offering with respect to
which Stockholders shall have requested registration pursuant to this Section 3,
Regent shall have the right to select the Managing Underwriter with respect to
the offering.
4. REGISTRATION PROCEDURES.
(a) If and whenever Regent is required to effect the registration of
any Registrable Securities under the Securities Act as provided in this
Agreement, Regent will, as expeditiously as possible:
(i) Prepare and, in any event within 60 days after the end of
the period within which requests for registration may be given to Regent, file
with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become and remain effective (except as otherwise provided in Sections 5 and 6
below); provided, that before filing a registration statement or prospectus or
any amendments or supplements thereto, Regent will furnish to the counsel
selected by Waller-Sutton or, if Waller-Sutton has not requested that any of its
Registrable Securities be included, the Stockholders owning a majority of the
number of shares of the Registrable Securities to be included in such
registration, copies of all such documents proposed to be filed, which documents
will be subject to the review of such counsel (and Regent shall not file any
document to which such counsel reasonably object).
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(ii) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective during all periods (except as otherwise
provided in Sections 5 and 6 below) 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 (x) in the event that the
registration statement is filed on Form S-1, or similar long-form registration
statement, for a period of three months from the date of its effectiveness, or
(y) in the event the registration statement is filed on Form S-3 or similar
short-form, or "evergreen" registration statement and constitute a "shelf
registration statement" pursuant to Rule 415 under the Act, for such time until
all of such Registrable 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, until all of the Registrable Securities covered
thereby cease to be Registrable Securities, or for such shorter period of time
as to which Waller-Sutton shall consent.
(iii) Furnish to each Stockholder to be included in such
registration, without charge, (A) a copy of the order of the SEC declaring such
registration statement and any post-effective amendment thereto effective, (B)
such reasonable number of conformed copies of such registration statement and of
each such amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits), (C) such reasonable number
of copies of the prospectus included in such registration statement (including
such preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, and (D) such other documents as such
Stockholder may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Stockholder.
(iv) Use its best efforts to register or qualify such
Registrable Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as Waller-Sutton shall
reasonably request, keep each such registration or qualification (or exemption
therefrom) effective for the period required pursuant to Section 4(a)(ii) above,
and do any and all other acts and things that may be reasonably necessary or
advisable to enable such Stockholder to consummate the disposition of the
Registrable Securities owned by such Stockholder, in such jurisdictions within
such time periods, except that Regent shall not for any such purpose be required
(A) to qualify to do business as a foreign corporation in any jurisdiction where
it is not then so qualified, or (B) to take any action that would subject it to
general or unlimited service of process in any such jurisdiction where it is not
then so subject, unless the Managing Underwriter shall otherwise request.
(v) Use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
Stockholder or Stockholders to consummate the disposition of such Registrable
Securities and keep each such registration or approval effective for the period
required pursuant to Section 4(a)(ii) above.
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(vi) Immediately notify each Stockholder holding Registrable
Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of any
event the happening of which results in the prospectus included in such
registration statement including an untrue statement of a material fact or
omitting 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 any such Stockholder, prepare and deliver
a reasonable number of copies of an amended or supplemental 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.
(vii) Otherwise comply with all applicable rules and regulations
of the SEC and make generally available to the Stockholders, in each case as
soon as practicable, but not later than 45 calendar days after the close of the
fiscal period covered thereby (90 calendar days in case the fiscal period
covered corresponds to a fiscal year of Regent), an earnings statement of Regent
which will satisfy the provisions of Section 11(a) of the Securities Act.
(viii) Use its best efforts in cooperation with the underwriters
to list such Registrable Securities on each securities exchange on which equity
securities of Regent are listed or as the underwriters may reasonably designate.
(ix) Provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement.
(x) Make available for inspection by any Stockholder, 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 Regent and its subsidiaries, and cause Regent's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such Stockholder, underwriter, attorney,
accountant or agent in connection with such registration statement, and cause
Regent's officers, directors, employees and agents to meet with prospective
purchasers of the Registrable Securities offered for sale pursuant to such
registration statement and otherwise generally participate in a "road show"
customary for offerings of the type contemplated by the registration statement.
(xi) Permit any Stockholder which, in its reasonable judgment,
might be deemed to be an underwriter or a controlling person of Regent, to
participate in the preparation of such registration or comparable statement and
to require the insertion therein of material, furnished to Regent in writing,
that in the reasonable judgment of such holder and its counsel should be
included.
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(xii) Use its best efforts to prevent the issuance of any stop
order suspending the effectiveness of such registration statement, or of any
order suspending or preventing the use of any related prospectus or suspending
the qualification (or exemption from qualification) of any equity securities
included in such registration statement for sale in any jurisdiction, and, if
such order is issued, use its best efforts to obtain the withdrawal of such
order at the earliest possible moment.
(xiii) In the event the offering is an underwritten offering,
use its best efforts to obtain a "comfort" letter from the independent public
accountants for Regent in customary form and covering such matters of the type
customarily covered by such letters.
(xiv) Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten offerings
and is otherwise acceptable to Waller- Sutton) and take all such other actions
in connection therewith (including those reasonably requested by Waller-Sutton,
or in the event Waller-Sutton has not requested that its Registrable Securities
be included, the Stockholders owning a majority of the Registrable Securities
being sold) in order to expedite or facilitate the disposition of such
securities and in such connection, whether or not the registration is an
underwritten registration, (a) make such representations and warranties to the
Stockholders in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm or supplement the same if and
when requested; and (b) deliver such documents and certificates as may be
requested by Waller-Sutton, or in the event Waller-Sutton has not requested that
its Registrable Securities be included, the Stockholders owning a majority of
the Registrable Securities being sold, to evidence the continued validity of the
representations and warranties of Regent and its subsidiaries made pursuant to
clause (a) above and to evidence compliance with any customary conditions
contained in the underwriting agreement or other agreement entered into by
Regent.
(xv) Furnish to each Stockholder a signed counterpart, addressed
to the Stockholders, of
(A) an opinion of counsel for Regent, in form and substance
customarily given in underwritten public offerings, or as otherwise reasonably
acceptable to Waller-Sutton, dated the effective date of the registration
statement, and
(B) subject to the accountants obtaining the necessary
representations as specified in Statement on Auditing Standards No. 72, a
"comfort" letter signed by the independent public accountants who have certified
Regent's financial statements included in the registration statement, covering
substantially the same matters with respect to the registration statement (and
the prospectus included therein) and, in the case of such accountants' letter,
with respect to changes 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.
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(xvi) On or before the effective date of a shelf registration
(A) provide a CUSIP number for each such security and (B) provide the transfer
agent with printed certificates for the Registrable Securities, which are in a
form eligible for deposit with DTC.
If any such registration or comparable statement refers to
any holder by name or otherwise as the Stockholder of any securities of Regent
and if in its sole and exclusive judgment, such Stockholder is or might be
deemed to be a controlling person of Regent, such Stockholder shall have the
right to require (i) the insertion therein of language, in form and substance
satisfactory to such Stockholder and presented to Regent in writing, to the
effect that the holding by such Stockholder of such securities is not to be
construed as a recommendation by such Stockholder of the investment quality of
Regent's securities covered thereby and that such holding does not imply that
such Stockholder will assist in meeting any future financial requirements of
Regent, or (ii) in the event that such reference to such holder by name or
otherwise is not required by the Securities Act or any similar Federal statute
then in force, the deletion of the reference to such Stockholder; provided that
with respect to this clause (ii) such Stockholder shall furnish to Regent an
opinion of counsel to such effect, which opinion and counsel shall be reasonably
satisfactory to Regent.
(xvii) Use its best efforts to cause such Registrable Securities
to be listed on a securities exchange or market or trading system.
(b) Each Stockholder will, upon receipt of any notice from Regent of
the happening of any event of the kind described in Section 4(a)(vi), forthwith
discontinue disposition of the Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such
Stockholder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(a)(vi).
(c) If a registration pursuant to Sections 2 or 3 involves an
underwritten offering, Regent agrees, if so required by the Managing
Underwriter, not to effect any Public Sale of any of its equity or debt
securities, or securities convertible into or exchangeable or exercisable for
any of such equity or debt securities, during a period commencing 15 days before
and ending 90 calendar days after the effective date of such registration,
except for such underwritten offering or except in connection with a stock
option plan, stock purchase plan, savings or similar plan, or an acquisition,
merger or exchange offer.
(d) If a registration pursuant to Sections 2 or 3 involves an
underwritten offering, any Stockholder requesting to be included in such
registration may elect, in writing, prior to the effective date of the
registration statement filed in connection with such registration, not to
register such securities in connection with such registration, unless such
Stockholder has agreed with Regent or the Managing Underwriter to limit its
rights under this Section 4.
(e) It is understood that in any underwritten offering in addition
to any Stock (the "initial shares") the underwriters have committed to purchase,
the underwriting agreement may grant the underwriters an option to purchase up
to a number of additional shares of authorized but unissued
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shares of Stock (the "Option Shares") equal to 15% of the initial shares (or
such other maximum amount as the NASD may then permit), solely to cover
over-allotments. Shares of Stock proposed to be sold by Regent and the
Stockholders shall be allocated between initial shares and Option Shares as
agreed or, in the absence of agreement, pursuant to Sections 2(i) or 3(e), as
the case may be. The number of initial shares and Option Shares to be sold by
requesting Stockholders shall be allocated pro rata among all such Stockholders
on the basis of the relative number of shares of Registrable Securities included
in such registration for each such Stockholder subject to any reduction in the
number of shares to be sold pursuant to the terms of this Agreement.
(f) In the case of Registrable Securities held by a Stockholder and
included in any registration statement filed hereunder which include shares of
Common Stock issuable upon the conversion of convertible preferred stock or the
exercise of options or warrants, the Stockholder holding such convertible
preferred stock or options or warrants hereby agrees to convert such stock to,
or exercise such options or warrants for, shares of Common Stock concurrently
with and conditional upon the registration statement being declared effective by
the SEC, it being understood that, unless otherwise requested by Waller-Sutton,
such registration statement shall only register the sale of shares of Common
Stock. In addition, the purchase price of Registrable Securities underlying any
warrant to be exercised may be paid by a promissory note that shall be payable
out of the proceeds of the sale of the Registrable Securities so registered.
5. BLACKOUT PERIOD. Regent shall be entitled to elect that any
registration statement filed hereunder not be useable, for a reasonable period
of time, but not in excess of 20 consecutive days, which period may be extended
to 60 consecutive days with the consent of Waller-Sutton (each a "Blackout
Period"), if Regent determines in good faith that the registration and
distribution of Registrable Securities (or the use of such registration
statement or related prospectus) would materially interfere with any pending
financing, acquisition, corporate reorganization or any other significant
corporate development involving Regent (other than a corporate development
described in Section 6) or would require premature disclosure thereof and
promptly gives the holders of record of Registrable Securities written notice of
such determination, containing a general statement of the reasons for such
postponement or restriction on use and an approximation of the length of the
anticipated delay; PROVIDED, HOWEVER, that the aggregate number of days included
in all Blackout Periods during any consecutive 12 month period shall not exceed
an aggregate of (x) 135 days minus (y) the number of days the holders of
Registrable Securities are required to refrain from effective public sales or
distributions of Registrable Securities pursuant to Section 6 during such
period; and PROVIDED, FURTHER, that Regent shall not be entitled to initiate a
Blackout Period unless it shall concurrently forbid purchases or sales of Regent
stock in the open market by all of the directors and senior executives of
Regent. Regent shall give written notice to each Stockholder of record of
Registrable Securities of the commencement and the termination of any Blackout
Period. The Blackout Period shall begin and end when the applicable notice is
given (unless it shall earlier terminate pursuant to the terms hereof).
6. HOLDBACK AGREEMENT. If (i) Regent shall file a registration
statement for its own account (other than in connection with the registration of
securities issuable pursuant to an employee
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stock option, stock purchase or similar plan or pursuant to a merger, exchange
offer or a transaction of the type specified in Rule 145(a) under the Securities
Act) with respect to Common Stock and (ii) with reasonable prior notice, Regent
(in the case of a non-underwritten offering pursuant to such registration
statement) advises the Stockholders in writing that a public sale or
distribution of Registrable Securities would materially adversely affect such
offering or the managing underwriter or underwriters (in the case of an
underwritten offering pursuant to such registration statement) advises Regent in
writing (in which case Regent shall notify the Stockholders in writing) that a
public sale or distribution of Registrable Securities would materially adversely
impact such offering, then each holder of Registrable Securities shall, to the
extent not inconsistent with applicable law, refrain from effecting any public
sale or distribution of Registrable Securities (excluding sales pursuant to Rule
144 under the Securities Act) during the 5-day period prior to, and during the
40- day period beginning on, the effective date of such registration statement;
PROVIDED, HOWEVER, that the aggregate number of days the Stockholders are
required to refrain from offering any public sale or distribution of Registrable
Securities pursuant to Sections 5 and 6 during any consecutive 12 month period
shall not exceed an aggregate of (x) 135 days minus (y) the number of days
included in all Blackout Periods during such period.
7. INDEMNIFICATION.
(a) In the event of any registration of any securities of Regent
under the Securities Act pursuant to Sections 2 or 3, Regent will, and it hereby
agrees to, indemnify and hold harmless, to the extent permitted by law, each
Stockholder owning any Registrable Securities covered by such registration
statement, its directors and officers, employees or agents, each other person
who participates as an underwriter in the offering or sale of such securities
and each other person, if any, who controls such Stockholder or any such
underwriter within the meaning of the Securities Act (each, an "Indemnitee"), as
follows:
(i) against any and all loss, liability, claim, damage or
expense whatsoever including, without limitation, expenses contemplated by
subparagraph (iii) below (collectively, "Losses") arising out of or based upon
an untrue statement or alleged untrue statement of a material fact contained in
any registration statement (or any amendment or supplement thereto), including
all documents incorporated therein by reference, or other document related to
compliance, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of an untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus or prospectus (or any
amendment or supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein not
misleading or any violation (or alleged violation) of the Securities Act or
other securities laws in connection with any such registration or compliance;
(ii) against any and all Losses to the extent of the aggregate
amount paid in settlement of any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or
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omission, or any such alleged untrue statement or omission, if such settlement
is effected with the written consent of Regent; and
(iii) against any and all expenses reasonably incurred by them
in connection with investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;
PROVIDED, HOWEVER, that this indemnity does not apply to any Loss incurred by an
Indemnitee, to the extent arising out of an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to Regent by or on behalf of any
such Indemnitee expressly for use in the preparation of any registration
statement (or any amendment thereto) or any preliminary prospectus or prospectus
(or any amendment or supplement thereto); and PROVIDED, FURTHER, that Regent
will 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, under the
indemnity agreement in this Section 7(a) with respect to any preliminary
prospectus or final prospectus or final prospectus as amended or supplemented,
as the case may be, to the extent that any such Loss of such underwriter or
controlling person results from the fact that such underwriter offered or sold
Registrable Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the final prospectus
or of the final prospectus as then amended or supplemented, whichever is most
recent, if Regent has previously furnished copies thereof to such underwriter.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnitee and shall survive the
transfer of such securities by such Indemnitee.
(b) Regent may require, as a condition to including any Registrable
Securities in any registration statement filed in accordance with Sections 2 or
3, that Regent shall have received an undertaking reasonably satisfactory to it
from the Stockholder proposing to include such Registrable Securities or any
underwriter, to indemnify and hold harmless against all Losses (in the same
manner and to the same extent as set forth in Section 7(a)), Regent with respect
to any statement or alleged statement in or omission or alleged omission from
such registration statement, any preliminary, final or summary prospectus
contained therein, or any amendment or supplement, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to Regent by or on behalf of such
Stockholder or underwriter specifically stating that it is for use in the
preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of Regent or any
such director, officer or controlling person and shall survive the transfer of
such securities by such Stockholder. In that event, the obligations of Regent
and such Stockholders pursuant to this Section 7 are to be several and not
joint; provided, however, that with respect to each claim pursuant to this
Section, Regent shall be liable for the full amount of such claim, and each such
Stockholder's liability under this Section 7 shall be limited to an amount equal
to the net proceeds (after deducting the
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underwriting discount and expenses) received by such Stockholder from the sale
of Registrable Securities held by such Stockholder pursuant to this Agreement.
(c) Promptly after receipt by an indemnified party hereunder of
written notice of the commencement of any action or proceeding involving a claim
referred to in this Section 7, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to such indemnifying party of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under this
Section 7, except to the extent (but only to the extent) that a court of
competent jurisdiction determines (which determination is not subject to appeal)
that the indemnifying party has been materially 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 (in which case the indemnifying party shall not be liable for the fees and
expenses of more than one firm of counsel in addition to appropriate local
counsel chosen by Waller-Sutton (or, if it is not an indemnified party, by a
majority (by number of shares) of the sellers of Registrable Securities), or
more than one firm of counsel for the underwriters in connection with any one
action or separate but similar or related actions), the indemnifying party will
be entitled by giving written notice of its intention to do so within 20 days of
the date it receives notice of such claim from the indemnified party 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 will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless: (i) the
indemnifying party agrees to pay such fees and expenses; or (ii) the
indemnifying party fails promptly to assume and/or to vigorously maintain the
defense of such proceeding or fails to employ counsel satisfactory to such
indemnified party; or (iii) the named parties to any such proceeding (including
any impleaded parties) include both such indemnified party and the indemnifying
party or an affiliate of the indemnifying party, and there may be one or more
defenses available to such indemnified party that are in addition to, or in
conflict with, those available to the indemnifying party or affiliate or
controlling person (in which case, if such indemnified party, notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such proceeding on behalf of such indemnified
party), it being understood, however, that the indemnifying party shall not, in
connection with any one such proceeding or separate but substantially similar or
related proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such indemnified party unless, in the reasonable judgment of an
indemnified party, a conflict of interest exists between such indemnified party
and any other indemnified party with respect to such proceeding, in which event
the indemnifying party shall be liable for the fees and expenses of such
additional counsel.
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(d) Regent and each Stockholder including Registrable Securities on
a registration statement shall provide for the foregoing indemnity (with
appropriate modifications) in any underwriting agreement with respect to any
required registration or other qualification of securities under any federal or
state law or regulation of any governmental authority.
8. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances under which the indemnity contemplated by Section
7 is for any reason not available (or not sufficient to hold such indemnified
party harmless), the parties required to indemnify by the terms thereof shall
contribute to the aggregate Losses incurred by the indemnified party. In
determining the amounts which the respective parties shall contribute, there
shall be considered the relative fault of Regent on the one hand, and of the
indemnified or indemnifying party, on the other hand, in connection with the
actions, statements or omissions that resulted in such Losses, the parties'
relative knowledge and access to information concerning the matter with respect
to which the claim was asserted, the opportunity to correct and prevent any
statement or omission and any other equitable considerations appropriate under
the circumstances. The relative fault of Regent, on the one hand, and of the
indemnified or indemnifying party, on the other hand, shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact has been taken by, or relates to information
supplied by, Regent or by the indemnified or indemnifying party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent any such action, statement or omission; provided, that no Stockholder
including Registrable Securities on a registration statement shall be required
to contribute any amount in excess of the amount such Stockholder would have
been required to pay to an indemnified party if the indemnity under Section 7
were available. Regent and each such Stockholder agree with each other and the
underwriters of the Registrable Securities, if requested by such underwriters,
that it would not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation (even if the underwriters were
treated as one entity for such purpose) or for the underwriters' portion of such
contribution to exceed the percentage that the underwriting discount bears to
the initial public offering price of the Registrable Securities or any other
method that does not take account of the equitable considerations referred to in
this Section. For purposes of this Section 8, each person, if any, who controls
an underwriter within the meaning of Section 15 of the Securities Act shall have
the same rights to contribution as such underwriter, and each director and each
officer of Regent who signed the registration statement, and each person, if
any, who controls Regent or a seller of Registrable Securities within the
meaning of Section 15 of the Securities Act shall have the same rights to
contribution as Regent or a Stockholder including Registrable Securities on a
registration statement, as the case may be.
9. RULE 144. Regent covenants that it will file the reports required to
be filed by it under the Securities Act and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations adopted by the
SEC thereunder, and it will take such further action as any Stockholder may
reasonably request, all to the extent required from time to time to enable such
Stockholder to sell shares of Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (i) Rule
144 under the Securities Act, as such
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Rule may be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any Stockholder, Regent will
deliver to such holder a written statement as to whether it has complied with
such requirements.
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10. OTHER PROVISIONS REGARDING REGISTRATION RIGHTS.
(a) Except as provided in this Agreement as it may be amended from
time to time in accordance with the express terms hereof, neither Regent nor any
of its subsidiaries will grant to any person the right to request that Regent
register any equity securities of Regent, or any securities convertible or
exchangeable into or exercisable for such securities.
(b) Notwithstanding anything to the contrary in any previous
agreement or security, Regent shall have no obligations to any Stockholder with
respect to the registration of any shares of Stock, except as provided in this
Agreement.
(c) In the event the Registrable Securities of Waller-Sutton
initially sought to be included on a Registration Statement (prior to the
operation or application of any "cut-back" provisions set forth herein) do not
represent more than 20% of Waller-Sutton's Registrable Securities or in the
event the Registrable Securities of Waller-Sutton are not included on a
registration statement filed pursuant to Sections 2 or 3 hereof, the term
"Waller-Sutton," as used in Sections 2(b), 2(f), 4(a)(iv), 4(f) and 7(c) in
respect of such registration statement, shall refer to the holders of a majority
of the Registrable Securities being included on such registration statement.
11. DEFINITIONS.
"APPLICABLE PERCENTAGE" means 2%, prior to the consummation of a
Qualified Public Offering, and 4% at all times thereafter.
"PUBLIC SALE" means any sale of Stock to the public pursuant to an
offering registered under the Securities Act or to the public through a broker,
dealer or market maker pursuant to the provisions of Rule 144 adopted under the
Securities Act.
"QUALIFIED PUBLIC OFFERING" shall have the meaning ascribed to it
in the Series F Stock Purchase Agreement.
"REGISTRABLE SECURITIES" mean the following:
(a) all shares of Common Stock now owned or hereafter acquired
(including through the conversion of convertible preferred stock or the exercise
of warrants or options) or owned of record by the Stockholders, or issuable upon
the conversion of preferred stock or the exercise of warrants or options now
owned or hereafter acquired by any Stockholder; and
(b) any shares of capital stock issued or issuable by Regent in
respect of any shares of Stock referred to in the foregoing clause (a) by way of
a stock dividend or stock split or in connection with a combination or
subdivision of shares, reclassification, recapitalization, merger, consolidation
or other reorganization of Regent.
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As to any particular Registrable Securities that have been issued,
such securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of under such registration statement, (ii) such securities have been sold in an
open market transaction pursuant to Rule 144, (iii) except in the case of
securities held by Waller-Sutton and except in the case of securities held by
Stockholders beneficially owning more than the Applicable Percentage of the
outstanding Common Stock of Regent (computed on an "as-converted" and
fully-diluted basis), they shall become eligible for sale to the public pursuant
to Rule 144(k), or (iii) they shall have ceased to be outstanding.
"REGISTRATION EXPENSES" means all fees and expenses incident to the
performance of or compliance with all requirements for the registration of
securities under this Agreement, including, without limitation:
(a) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the
National Association of Securities Dealers, Inc. ("NASD") and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Securities));
(b) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depositary Trust Company ("DTC") and of printing prospectuses if the
printing of prospectuses is required or reasonably requested by Waller-Sutton
or, if it is not a seller of Registrable Securities pursuant thereto, by the
holders of a majority of the Registrable Securities to be included in any
Registration Statement);
(c) reasonable messenger, telephone, duplication, word processing
and delivery expenses incurred by Regent in the performance of its obligations
hereunder;
(d) fees and disbursements of counsel for Regent;
(e) fees and disbursements of all independent certified public
accountants (including, without limitation, the expenses of any special audit
and "comfort" letters required by or incident to such performance);
(f) fees and expenses of any "qualified independent underwriter" or
other independent appraiser participating in an offering pursuant to Section 3
of Schedule E to the By-laws of the NASD, but only where the need for such a
"qualified independent underwriter" arises due to a relationship with Regent;
(g) Securities Act liability insurance, if Regent or Waller-Sutton
so desires such insurance;
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(h) fees and expenses of all other persons retained by Regent;
internal expenses of Regent (including, without limitation, all salaries and
expenses of officers and employees of Regent performing legal or accounting
duties); and the expenses of any annual or special audit;
(i) rating agency fees and the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange; and
(j) the reasonable fees and disbursements (A) of not more than one
counsel (in addition to appropriate local counsel), chosen by Waller-Sutton (or,
if it is not a seller of Registrable Securities pursuant thereto, by the holders
of a majority of the Registrable Securities to be included in any Registration
Statement) and (B) for other reasonable out-of-pocket expenses of the holders of
Registrable Securities incurred in connection with the registration of the
Registrable Securities, including without limitation under Sections 4(a) (x) and
(xi).
but excluding underwriting fees and commissions incurred by the Stockholders.
"SEC" means the Securities and Exchange Commission of United States
of America.
"SERIES F PURCHASERS" means Waller-Sutton, Ingram, WP&G, GE Capital
and River Cities.
"STOCK" means (i) any Common Stock or preferred stock of Regent
("Preferred Stock") purchased or otherwise acquired by any Stockholder, (ii) any
equity securities issued or issuable directly or indirectly with respect to the
Common Stock or Preferred Stock referred to in clause (i) above by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, and (iii) any
other shares of any class or series of capital stock of Regent held by a
Stockholder. Any determination hereunder of the percentage of outstanding Stock
held by one or more holders thereof shall be performed on the basis that all
Preferred Stock then outstanding is converted into Common Stock in accordance
with the terms of the Preferred Stock set forth in the certificate of
incorporation of Regent as in effect on the date of such determination.
12. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the parties to this Agreement unless approved in writing by
Waller-Sutton and Stockholders who, together with Waller Sutton, are the holders
of at least 51 % of the Stock held by the Stockholders. The failure of any party
to enforce any of the provisions of this Agreement shall in no way be construed
as a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.
13. SEVERABILITY. 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 is held to be invalid,
illegal or unenforceable in any respect under any applicable law or
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rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
14. ENTIRE AGREEMENT; CONFLICTING AGREEMENTS. Except as otherwise
expressly set forth herein, this document embodies the complete agreement and
understanding among the parties hereto with respect to the subject matter
hereof, and this agreement supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may constitute or be deemed to constitute the grant of registration rights by
Regent to any other party, including but not limited to the following: Section
12E of the Agreement of Merger, dated as of December 5, 1997, among Faircom,
Regent Merger Corp. and Regent, Section 13 of the Stock Purchase Agreement,
dated as of December 8, 1997, between Regent and BMO, Section 6 of the Stock
Purchase Agreement, dated as of December 1, 1997, between Regent and Stakelin,
Sections 9 and 6 of the Stock Purchase Agreements, dated as of May 20, 1997, and
November 26, 1997, respectively, between Regent and Jacobs, Section 9 of the
Stock Purchase Agreement, dated as of May 20, 1997, between Regent and River
Cities and Section 13 of the Stock Purchase Agreement, dated as of December 8,
1997, between Regent and GE Capital, all of which provisions are deemed null and
void and of no further force or effect.
15. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by Regent
and its successors and assigns and the Stockholders and any permitted subsequent
holders of Registrable Securities and the respective successors and permitted
assigns of each of them, so long as they hold Registrable Securities.
16. COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
17. REMEDIES. Regent and any Stockholder shall be entitled to enforce
their rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that Regent and any Stockholder may in its sole discretion apply
to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief (without posting a bond or other security) in order to
enforce or prevent any violation of the provisions of this Agreement.
18. NOTICES. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to Regent at the address set forth below and to any Stockholder at the
address indicated on the signature pages hereto and to any subsequent holder of
Stock subject to this Agreement at such address as indicated by Regent's
records, or at such address or to the attention of such other person as the
recipient party has specified by prior written notice to the
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sending party. Notices will be deemed to have been given hereunder when
delivered personally, three days after deposit in the U.S. mail and one day
after deposit with a reputable overnight courier service. Regent's address is
set forth below its signature hereto.
19. GOVERNING LAW. The corporate law of the State of Delaware will
govern all questions concerning the relative rights of Regent and its
Stockholders. All other questions concerning this Agreement shall be governed by
and interpreted in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Delaware.
20. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
THE COMPANY:
REGENT COMMUNICATIONS, INC.
By:
--------------------------------------------
Title: Chairman & CEO
Address: 50 E. River Center Blvd.
Suite #180
Covington, KY 41011
Telecopier No: (606) 292-0352
----------------------------------------------
TERRY S. JACOBS
Address: 6561 Madeira Hills Dr.
Cincinnati, OH 45243
Telecopier No: ( ) -
----------------------------------------------
WILLIAM J. STAKELIN
Address: 1870 Madison Road
Cincinnati, Ohio 45231
Telecopier No: (513) -
PNC BANK, N.A., as Trustee
By:
--------------------------------------------
Address: 201 East Fifth Street, Fifth Floor
Cincinnati, OH 45202
Telecopier No: (513) -
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RIVER CITIES CAPITAL FUND LIMITED
PARTNERSHIP
By: River Cities Management Limited Partnership,
General Partner
By: Mayson, Inc., General Partner
By:
------------------------------------
R. Glen Mayfield, Vice President
Address: 221 East Fourth Street
Suite 2250
Cincinnati, Ohio 45202
Telecopier No: (513) -
BMO FINANCIAL, INC.
By:
--------------------------------------------
Address:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
--------------------------------------------
Senior Vice President
Address: 3379 Peachtree Road, N.E.
Suite 600
Atlanta, GA 30326
Telecopier No: (404) -
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WALLER-SUTTON MEDIA PARTNERS, L.P.
By: Waller-Sutton Media, L.L.C., its General
Partner
By:
---------------------------------------
Address: c/o Waller-Sutton Management
Group, Inc.
1 Rockefeller Plaza, Suite 3300
New York, NY 10020
Attention: Cathy M. Brienza
Telecopier No: (212) 218-4355
with a copy (which shall not constitute notice) to:
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, NY 10112
Attention: Ronald Greenberg, Esq.
Telecopier No: (212) 698-7825
----------------------------------------------
WILLIAM H. INGRAM
Address: c/o Waller-Sutton Management
Group, Inc.
1 Rockefeller Plaza, Suite 3300
New York, NY 10020
Telecopier No: (212) 218-4355
with a copy (which shall not constitute notice) to:
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, NY 10112
Attention: Ronald Greenberg, Esq.
Telecopier No: (212) 698-7825
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WPG CORPORATE DEVELOPMENT
ASSOCIATES V, L.P.,
By:
--------------------------------------------
By:
--------------------------------------------
Address: One New York Plaza
New York, New York 10004-1950
Telecopier No: (212) -
WPG CORPORATE DEVELOPMENT
ASSOCIATES V (OVERSEAS), L.P.
By:
--------------------------------------------
By:
--------------------------------------------
Address: c/o BankAmerica Trust & Banking
Corp. (Cayman) Ltd.
BankAmerica House
Fort Street
George Town, Grand Cayman
Cayman Islands
Telecopier No: ( ) -
BLUE CHIP CAPITAL FUND II LIMITED
PARTNERSHIP
By: Blue Chip Venture Company, Ltd.,
its general partner
By:
--------------------------------------------
Address: 2000 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Attn: John H. Wyant
Telecopier No: (513) 723-2306
MIAMI VALLEY VENTURE FUND L.P.
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By: Blue Chip Venture Company of Dayton, Ltd.,
its special limited partner
By:
--------------------------------------------
John H. Wyant
Manager
Address: 2000 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Attn: John H. Wyant
Telecopier No: (513) 723-2306
----------------------------------------------
THOMAS P. GAMMON
Address:
Telecopier No.:
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