EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of February 21,
1997 by and between OutSource International, Inc. a Florida corporation (the
"Company"), and each of the Persons executing a signature pages hereto.
This Agreement is made pursuant to that certain Securities Purchase
Agreement (the "Securities Purchase Agreement") dated as of the date of this
Agreement by and between the Company and each of the Purchasers referred to
therein. In order to induce the Purchasers to enter into the Securities Purchase
Agreement and to purchase the Notes and Warrants (as defined therein), the
Company has agreed to provide the registration rights set forth in this
Agreement for the benefit of the Holders (as hereinafter defined).
The parties hereby agree as follows:
SECTION 1. DEFINITIONS.
Capitalized terms used herein without definition shall have the respective
meanings given such terms as in the Securities Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:
"ADVICE" has the meaning set forth in Section 4.
"AFFILIATE" means, with respect to any specified Person, any other Person
who, directly or indirectly, controls, is controlled by, or is under common
control with such specified Person.
"BUSINESS DAY" means any day other than a day on which banks are authorized
or required to be closed in the State of New York.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the common stock, $.001 par value per share, of the
Company and, in the case of a reclassification, recapitalization or other
similar change in such Common Stock or in the case of a consolidation or merger
of the Company with or into another Person, such consideration to which a holder
of a share of Common Stock would have been entitled upon the occurrence of such
event.
"COMMISSION" means the Securities and Exchange Commission.
"COMPANY" has the meaning set forth in the preamble and shall include the
Company's successors by merger, acquisition, reorganization or otherwise.
"CONTROLLING PERSONS" has the meaning set forth in Section 6(a).
"DATE OF ISSUANCE" means the date of issuance of the Warrants pursuant to
the Purchase Agreement, provided that the Date of Issuance shall be deemed to be
the date of issuance of the Warrants regardless of the number of times new
certificates shall be issued.
"DEMAND REGISTRATION STATEMENT" has the meaning set forth in Section 2(a).
"ESCROW AGREEMENT" means that certain escrow agreement, dated as of
February 21, 1997, by and among the Company, Triumph-Connecticut Limited
Partnership, Bachow Investment Partners III, L.P., and State Street Corporate
Trust, as escrow agent.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.
"HOLDER" means any holder of any Warrants or Registrable Shares.
"HOLDERS' COUNSEL" means Goodwin, Procter & Hoar LLP, special counsel to
the Holders, or any successor counsel selected by the Holders of Warrants
exercisable into a majority of the Warrant Shares, it being understood and
agreed that, for the purposes of this Agreement, only one law firm may be
considered Holders' Counsel at any given time.
"INITIAL SHAREHOLDER" means those shareholders of the Company listed on
SCHEDULE I attached hereto.
"INITIAL SHAREHOLDER SHARES" means those shares of Common Stock held by the
Initial Shareholder.
"INSPECTORS" has the meaning set forth in Section 4(m).
"LOCK-UP REQUEST" has the meaning set forth in Section 8.
"NASD" has the meaning set forth in Section 4(q).
"NASDAQ" has the meaning set forth in Section 4(o).
"OTHER SHARES" shall mean at any time those shares of Common Stock which do
not constitute Primary Shares or Registrable Shares.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.
"PIGGY-BACK REGISTRATION" has the meaning set forth in Section 3(a).
2
"PRIMARY SHARES" shall mean at any time the authorized but unissued shares
of Common Stock or shares of Common Stock held by the Company in its treasury.
"PROSPECTUS" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, and by all other
amendments and supplements to the prospectus, including post-effective
amendments, and in each case including all material incorporated by reference or
deemed to be incorporated by reference in such prospectus.
"RECORDS" has the meaning set forth in Section 4(m).
"REGISTRABLE SHARES" means the Warrant Shares until such time as (i) a
Registration Statement covering such Registrable Shares has been declared
effective AND such Registrable Shares have been disposed of pursuant to such
effective Registration Statement, (ii) such Registrable Shares are transferred
to any Person other than a Holder pursuant to Rule 144 (or any similar provision
then in force, but not Rule 144A under the Securities Act, including a sale
pursuant to the provisions of Rule 144(k), or (iii) such Securities shall cease
to be outstanding.
"REGISTRATION EXPENSES" has the meaning set forth in Section 5.
"REGISTRATION STATEMENT" means any registration statement of the Company
that covers any of the Registrable Shares pursuant to the provisions of this
Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus, all
exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.
"RULE 144A" has the meaning set forth in Section 7(b).
"SECURITIES" means the Common Stock and any other capital stock or equity
ownership interest of the Company held by the Holder.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time, or any successor statute, and the rules and regulations of the Commission
promulgated thereunder.
"SUSPENSION NOTICE" has the meaning set forth in Section 4.
"SUSPENSION PERIOD" has the meaning set forth in Section 4.
"TARGET EFFECTIVE DATE" has the meaning set forth in Section 2(a).
3
"TARGET EFFECTIVE PERIOD" has the meaning set forth in Section 2(a).
"TARGET FILING DATE" has the meaning set forth in Section 2(a).
"WARRANT SHARES" means the shares of the Common Stock issuable upon the
exercise of Warrants. For purposes of this Agreement, all references to Holders
of Warrants exercisable into a majority or other specified percentage of Warrant
Shares shall be read as incorporating the assumption that all Warrants
outstanding as of the time of determination have been exercised into Warrant
Shares.
"WARRANTS" means the Warrants to purchase shares of Common Stock initially
issued to the Purchasers pursuant to the Securities Purchase Agreements and any
additional warrants to purchase shares of Common Stock thereafter distributed
pursuant to the Escrow Agreement from time to time.
SECTION 2. DEMAND REGISTRATION.
(a) FILING; EFFECTIVENESS. At any time after such time as the Company has
completed a public offering of its securities under the Securities Act, subject
to the conditions set forth in this Agreement, any Holder or Holders of an
aggregate of not less than thirty-five percent (35%) of the then outstanding
Warrants and Registrable Shares as a whole may request that the Company effect
the registration of any or all of the Registrable Shares having an aggregate
proposed offering price of not less than $500,000 in accordance with the terms
hereof (such requests shall be in writing and shall state the number of
Registrable Shares to be disposed of and the intended method of disposition of
such shares by such Holder or Holders). Upon receipt of such a request, the
Company shall promptly give notice to all Holders of the receipt of the request
for registration pursuant to this Section 2(a), shall provide a reasonable
opportunity for such Holders to participate in the registration and shall
include therein the number of Registrable Shares which such Holders elect, it
being understood that the Holder or Holders who initially request registration
and all Holders who subsequently elect to participate shall have the same right
to have Registrable Shares included therein. The Company shall use its best
efforts to effect such a registration as soon as practicable and in any event
shall file within 60 days of the receipt of such a request (the "Target Filing
Date") a registration statement (the "Demand Registration Statement") under the
Securities Act covering the Registrable Shares and use its best efforts to cause
such Demand Registration Statement (i) to be declared effective by the
Commission for such Registrable Shares as soon as practicable thereafter (the
"Target Effective Date") and (ii) to keep the Demand Registration Statement
continuously effective until the earliest of (x) the date on which Holder no
longer holds any Registrable Shares registered under the Demand Registration
Statement or (y) twelve months following the date upon which such Demand
Registration Statement first became effective (such period, the "Target
Effective Period"). The Company shall not be required to file and effect more
than two (2) Demand Registration Statements pursuant to this Section 2(a). The
Company further agrees, if necessary, to supplement or amend the Demand
Registration Statement, as required by the registration form used by the Company
for such Demand
4
Registration Statement or by the instructions applicable to such registration
form or by the Securities Act or as requested (which request shall result in the
filing of a supplement or amendment) by any Holder of Registrable Shares to
which such Demand Registration Statement relates (but only to the extent that
such request by such Holder relates to information with respect to such Holder),
and the Company agrees to furnish to the Holders, Holders' Counsel and any
managing underwriter copies of any such supplement or amendment prior to its
being used and/or filed with the Commission. The Holders shall be permitted to
withdraw all or any part of the Registrable Shares from a Demand Registration
Statement (i) at any time prior to the effective date of such Demand
Registration Statement and (ii) in the event that on or after the effective date
of such Demand Registration Statement the Holders receive a Lock-up Request and
one or more Holders elect to exercise their "piggy-back" registration rights
pursuant to Section 3 hereof.
(b) EFFECTIVE REGISTRATION. A registration will not be deemed to have been
effected pursuant to this Section 2 unless the Demand Registration Statement
with respect thereto has been declared effective by the Commission and the
Company has complied in all material respects with its obligations under this
Agreement with respect thereto; PROVIDED, HOWEVER, that if after a Demand
Registration Statement has been declared effective, the offering of Registrable
Shares pursuant to such Demand Registration Statement is interfered with by any
stop order, injunction or other order or requirement of the Commission or any
other governmental agency or court, such Demand Registration Statement will be
deemed not to have become effective during the period of such interference until
the offering of Registrable Shares pursuant to such Demand Registration
Statement may legally resume. If a registration requested pursuant to this
Section 2 is deemed not to have been effected then the Company shall continue to
be obligated to effect a registration pursuant to this Section 2.
(b) SHARES TO BE OFFERED; ALLOCATION. With respect to any registration
pursuant to this Section 2, the Company may include in such registration any
Primary Shares or Other Shares; PROVIDED, HOWEVER, that if the managing
underwriter advises the Company that the inclusion of all Registrable Shares,
Primary Shares and Other Shares proposed to be included in such registration
would interfere with the successful marketing (including pricing) of such
Offering proposed to be included in such registration then the number of
Registrable Shares, Primary Shares and Other Shares proposed to be included in
such registration shall be included in the following order:
(i) FIRST, the Registrable Shares, PRO RATA among the holders of the
Registrable Shares which have requested that their Registrable Shares be
included in such registration, based upon the number of Registrable Shares
which each such holder has requested to be registered;
(ii) SECOND, the Primary Shares; and
(iii) THIRD, the Other Shares.
5
(d) SELECTION OF UNDERWRITER. If the Holders so elect, the offering of
Registrable Shares pursuant to a Demand Registration Statement shall be in the
form of an underwritten offering. If they so elect, the Holders participating in
such Demand Registration Statement shall secure the commitment in principle one
or more nationally recognized firms of investment bankers to act as the
book-running managing underwriter or underwriters in connection with such
offering; provided that such selection shall be subject to the consent of the
Company, which consent shall not be unreasonably withheld.
SECTION 3. PIGGY-BACK REGISTRATION.
(a) REQUEST FOR REGISTRATION. Each time the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
Primary Shares or any Other Shares by the Company for its own account or for the
account of any of its securityholders of any class of equity security (other
than (i) a registration statement relating to the Company's initial public
offering under the Securities Act, (ii) a registration statement on Form S-4 or
S-8 (or any substitute form that is adopted by the Commission) or (iii) a
registration statement filed in connection with an exchange offer or offering of
securities solely to the Company's existing securityholders), and the form of
registration statement to be used permits the registration of Registrable Shares
or Initial Shareholder Shares, then the Company shall give written notice of
such proposed filing to the Holders of Registrable Shares and the Initial
Shareholder as soon as practicable (but in no event less than 30 days before the
anticipated effective date), and such notice shall offer such Holders and the
Initial Shareholder the opportunity to register such number of shares of
Registrable Shares or Initial Shareholder Shares, as the case may be, as each
such Holder or Initial Shareholder may request (which request shall specify the
Registrable Shares or Initial Shareholder Shares intended to be disposed of by
such Holder or Initial Shareholder and the intended method of distribution
thereof) within 20 days after the date such notice from the Company (a
"Piggy-Back Registration"). The Company shall use best efforts to cause the
managing underwriter or underwriters of a proposed underwritten offering, if
applicable, to permit the Registrable Shares or Initial Shareholder Shares
requested to be included in a Piggy-Back Registration to be included on the same
terms and conditions as any similar securities of the Company or any other
securityholder included therein and to permit the sale or other disposition of
such Registrable Shares or Initial Shareholder Shares in accordance with the
intended method of distribution thereof. Any Holder or Initial Shareholder shall
have the right to withdraw its request for inclusion of its Registrable Shares
in any registration statement pursuant to this Section 3 by giving written
notice to the Company of such withdrawal. The Company may withdraw a Piggy-Back
Registration at any time prior to the time it becomes effective, provided that
the Company shall give prompt notice of such withdrawal to the Holders of
Registrable Shares and Initial Shareholder that have requested to be included in
such Piggy-Back Registration.
(b) REDUCTION OF OFFERING. In connection with an underwritten offering
where Piggy-Back Registration has been requested as provided in Section 3(a),
the Company shall use its best efforts to cause all Registrable Shares and
Initial Shareholder Shares requested to be included in such Piggy-Back
Registration to be included as provided in the second sentence
6
of Section 3(a). If the managing underwriter or underwriters of any such
underwritten offering described in Section 3(a) have informed the Company, in
writing, that it is their opinion that the total number of shares which the
Company, Holders of Registrable Shares, Initial Shareholder and any other
Persons participating in such registration intend to include in such offering
would interfere with the successful marketing (including pricing) of such
offering, then the number of Primary Shares, Registrable Shares, Initial
Shareholder Shares and Other Shares proposed to be included in such registration
shall be included in the following order:
(i) between the Date of Issuance and such time (the "Reallocation
Date") as the Initial Shareholders shall have collectively sold, in one or
more public offerings registered under the Securities Act, a number of
shares valued at the lesser of (i) $15,000,000, using the price to the
public per share (net of underwriting discounts and commissions) in each of
the offerings in which Initial Shareholder Shares were sold to value the
shares actually sold in such offering, or (ii) the value of 30% of the
total number of shares of Common Stock sold in the Company's initial public
offering (the "IPO") (excluding the underwriters' over-allotment option),
using the price to the public per share (net of underwriting discounts and
commissions) in the IPO:
(w) FIRST, the Primary Shares;
(x) SECOND, the Registrable Shares and the Initial Shareholder
Shares, PRO RATA among the Holders of Registrable Shares and the
Initial Shareholders that have requested that their Registrable
Shares or Initial Shareholder Shares, as applicable, be included
in such registration based upon the number of Registrable Shares
or Initial Shareholder Shares, as applicable, that each such
Holder of Registrable Shares or Initial Shareholder has
requested to be registered;
(y) THIRD, the Other Shares; or
(ii) after the Reallocation Date:
(w) FIRST, the Primary Shares;
(x) SECOND, the Registrable Shares, PRO RATA among the holders of
Registrable Shares that have requested that their Registrable
Shares be included in such registration based upon the number of
Registrable Shares that each such Holder of Registrable Shares
has requested to be registered;
(y) THIRD, the Initial Shareholder Shares, PRO RATA among the
Initial Shareholder that have requested that their Initial
Shareholder
7
Shares be included in such registration based upon the number of
Initial Shareholder Shares that each such Initial Shareholder
has requested to be registered; and
(z) FOURTH, the Other Shares.
No registration effected under this Section 3, and no failure to effect a
registration under this Section 3 shall relieve the Company of its obligation to
effect a registration pursuant to Section 2. No failure to effect a registration
under this Section 3 and to complete the sale of Registrable Shares in
connection therewith shall relieve the Company of any other obligation under
this Agreement, including without limitation, the Company's obligations under
Sections 5 and 6.
SECTION 4. REGISTRATION PROCEDURES.
In connection with the obligations of the Company to effect or cause the
registration of any Registrable Shares or Initial Shareholder Shares pursuant to
the terms and conditions of this Agreement, the Company shall use its best
efforts to effect the registration and sale of such Registrable Shares or
Initial Shareholder Shares, as the case may be, in accordance with the intended
method of distribution thereof as quickly as practicable, and in connection
therewith:
(a) The Company shall prepare and file with the Commission a Registration
Statement on the appropriate form under the Securities Act, which form shall
comply as to form in all materials respects with the requirements of the
applicable form and include all financial statements required by the Commission
to be filed therewith, and use its best efforts to cause such Registration
Statement to become effective and remain effective in accordance with the
provisions of this Agreement.
(b) The Company shall promptly prepare and file with the Commission such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for as long as such
registration is required to remain effective pursuant to the terms hereof; shall
cause the Prospectus to be supplemented by any required Prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities
Act; and shall comply with the provisions of the Securities Act applicable to it
with respect to the disposition of all Registrable Shares or Initial Shareholder
Shares covered by such Registration Statement during the applicable period in
accordance with the intended methods of disposition by the Holders or Initial
Shareholder set forth in such Registration Statement or supplement to the
Prospectus;
(c) The Company shall promptly furnish to any Holder or Initial Shareholder
and the underwriters, if any, without charge, such number of conformed copies of
each Registration Statement and any post-effective amendment thereto and such
number of copies of the Prospectus (including each preliminary Prospectus) and
any amendments or supplements
8
thereto, any documents incorporated by reference therein and such other
documents as such Holder or Initial Shareholder or underwriter may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Shares being sold by such Holder or Initial Shareholder.
(d) The Company shall, on or prior to the date on which a Registration
Statement is declared effective, (i) use its best efforts to register or qualify
the Registrable Shares covered by such Registration Statement under such other
securities or "blue sky" laws of such states of the United States as any Holder
or Initial Shareholder or underwriter requests; (ii) do any and all other acts
and things which may be necessary or advisable to enable such Holder or Initial
Shareholder to consummate the disposition of such Registrable Shares owned by
such Holder or Initial Shareholder, as applicable; (iii) use its best efforts to
keep each such registration or qualification (or exemption therefrom) effective
during the period which the Registration Statement is required to be kept
effective; and (iv) use its best efforts to do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of such Registrable Shares or Initial Shareholder Shares;
PROVIDED, HOWEVER, that the Company shall not be required (x) to qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 4(d)or (y) to file any general consent
to service of process.
(e) The Company shall promptly notify each Holder, Holders' Counsel,
Initial Shareholder and any underwriter and (if requested by any such Person)
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the Commission or any state securities
authority for amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement or the initiation or
threatening of any proceedings for that purpose, (iv) of the issuance by any
state securities commission or other regulatory authority of any order
suspending the qualification or exemption from qualification of any of the
Registrable Shares or Initial Shareholder Shares under state securities or "blue
sky" laws or the initiation of any proceedings for that purpose, (v) if, between
the effective date of a Registration Statement and the closing of any sale of
Registrable Shares or Initial Shareholder Shares covered thereby, the
representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
and (vi) of the happening of any event which makes any statement made in a
Registration Statement or related Prospectus untrue or which requires the making
of any changes in such Registration Statement or Prospectus so that they will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Immediately following expiration of the Suspension Period (as
defined below), the Company shall prepare and file with the Commission and
furnish a supplement or amendment to such Prospectus so
9
that, as thereafter deliverable to the purchasers of such Registrable Shares or
Initial Shareholder Shares, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
(f) The Company shall make generally available to the Holders and the
Initial Shareholder an earnings statement satisfying the provisions of Section
11(a) of the Securities Act no later than 30 days after the end of the 12-month
period beginning with the first day of the Company's first fiscal quarter
commencing after the effective date of a Registration Statement, which earnings
statement shall cover said 12-month period, and which requirement will be deemed
to be satisfied if the Company timely files complete and accurate information on
forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule
158 under the Securities Act.
(g) The Company shall promptly use its best efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement, and if
one is issued use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment.
(h) The Company shall, if requested by the managing underwriter or
underwriters, if any, Holders' Counsel, any Holder or any Initial Shareholder
promptly incorporate in a Prospectus supplement or post-effective amendment such
information as such managing underwriter or underwriters reasonably requests, or
Holders' Counsel reasonably requests, to be included therein, including, without
limitation, with respect to the Registrable Shares or Initial Shareholder Shares
being sold by such Holder or such Initial Shareholder, as applicable, to such
underwriter or underwriters, the purchase price being paid therefor by such
underwriter or underwriters and with respect to any other terms of an
underwritten offering of the Registrable Shares or the Initial Shareholder
Shares to be sold in such offering, and promptly make all required filings of
such Prospectus supplement or post-effective amendment.
(i) The Company shall, as promptly as practicable after filing with the
Commission of any document which is incorporated by reference into a
Registration Statement (in the form in which it was incorporated), deliver a
copy of each such document to each of the Holders, Holders' Counsel and, if
applicable, to the Initial Shareholder and their counsel.
(j) The Company shall cooperate with the Holders and the Initial
Shareholder and the managing underwriter or underwriters, if any, to facilitate
the timely preparation and delivery of certificates (which shall not bear any
restrictive legends unless required under applicable law) representing
securities sold under a Registration Statement, and enable such securities to be
in such denominations and registered in such names as the managing underwriter
or underwriters, if any, or such Holders or Initial Shareholder may request and
keep available and make available to the Company's transfer agent prior to the
effectiveness of such Registration Statement a supply of such certificates.
10
(k) The Company shall enter into such customary agreements (including, if
applicable, an underwriting agreement in customary form) and take such other
actions as the Holders, the Initial Shareholder or the underwriters retained by
the Holders or the Initial Shareholder participating in an underwritten public
offering, if any, may reasonably request in order to expedite or facilitate the
disposition of Registrable Shares or the Initial Shareholder Shares, as
applicable.
(l) The Company shall promptly make available to each Holder, each Initial
Shareholder, any underwriter participating in any disposition pursuant to a
Registration Statement, and any attorney, accountant or other agent or
representative retained by any such Holder, Initial Shareholder or underwriter
(collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "Records"),
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information requested by any such Inspector in connection with such
Registration Statement; PROVIDED that, unless the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration
Statement or the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, the Company shall not be
required to provide any information under this paragraph (1) if the Company
believes, after consultation with counsel for the Company and counsel for the
Holders or the Initial Shareholder, as applicable, that to do so would cause the
Company to forfeit an attorney-client privilege that was applicable to such
information or (2) if either (i) the Company has requested and been granted from
the Commission confidential treatment of such information contained in any
filing with the Commission or documents provided supplementally or otherwise or
(ii) the Company reasonably determines in good faith that such Records are
confidential and so notifies the Inspectors in writing unless prior to
furnishing any such information with respect to (i) or (ii) such Holder of
Registrable Shares or Initial Shareholder requesting such information agrees to
enter into a confidentiality agreement in customary form and subject to
customary exceptions; and provided, further that each Holder of Registrable
Shares or Initial Shareholder agrees that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company at its expense, to undertake appropriate
action and to prevent disclosure of the Records deemed confidential.
(m) The Company shall furnish to each Holder, Initial Shareholder and to
each underwriter, if any, a signed counterpart, addressed to such Holder,
Initial Shareholder or underwriter, of (i) an opinion or opinions of counsel to
the Company, and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such matters
of the type customarily covered by opinions or comfort letters, as the case may
be, as the Holders of Registrable Shares or the Initial Shareholder included in
such offering or the managing underwriter therefor reasonably requests.
(n) The Company shall use its best efforts to cause the Registrable Shares
included in a Registration Statement to be (i) listed on each securities
exchange, if any, on which
11
similar securities issued by the Company are then listed, or (ii) authorized to
be quoted and/or listed, as applicable, on the Nasdaq Stock Market if the
Registrable Shares or Initial Shareholder Shares so qualify.
(o) The Company shall provide a CUSIP number for all Registrable Shares or
Initial Shareholder Shares covered by a Registration Statement not later than
the effective date of such Registration Statement.
(p) The Company shall cooperate with each Holder, Initial Shareholder and
each underwriter participating in the disposition of Registrable Shares or
Initial Shareholder Shares, as applicable, and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. ("NASD").
(q) The Company shall, during the period when the Prospectus is required to
be delivered under the Securities Act, promptly file all documents required to
be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act.
(r) The Company shall appoint a transfer agent and registrar for all
Registrable Shares or Initial Shareholder Shares covered by a Registration
Statement not later than the effective date of such Registration Statement.
(s) In connection with an underwritten offering, the Company will
participate, to the extent reasonably requested by the managing underwriter for
the offering or the Holders, in customary efforts to sell the securities under
the offering, including without limitation, participating in "road shows."
In the case of a Demand Registration Statement, each Holder, upon receipt
of any notice (a "Suspension Notice") from the Company of the happening of any
event of the kind described in Section 4(f)(vi), shall forthwith discontinue
disposition of the Registrable Shares pursuant to the Demand Registration
Statement covering such Registrable Shares until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 4(f) or
until it is advised in writing (the "Advice") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by the Company, such Holder will, or will request the managing
underwriter or underwriters, if any, to, deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Shares current
at the time of receipt of such notice; PROVIDED, HOWEVER, that the Company shall
not give a Suspension Notice until after the Demand Registration Statement has
been declared effective and shall not give more than one Suspension Notice
during any period of twelve consecutive months and in no event shall the period
from the date on which any Holder receives a Suspension Notice to the date on
which any Holder receives either the Advice or copies of the supplemented or
amended Prospectus contemplated by Section 4(f) (the "Suspension Period") exceed
60 days. In the event that the Company shall give any Suspension Notice, (i) the
12
Company shall use its best efforts and take such actions as are reasonably
necessary to render the Advice and end the Suspension Period as promptly as
practicable and (ii) the time periods for which a Demand Registration Statement
is required to be kept effective pursuant to Section 2 hereof shall be extended
by the number of days during the Suspension Period.
If any Registration Statement refers to any Holder or Initial Shareholder
by name or otherwise as the holder of any securities of the Company, then such
Holder or Initial Shareholder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such
Holder or Initial Shareholder, to the effect that the holding by such Holder or
Initial Shareholder of such securities is not to be construed as a
recommendation by such Holder or Initial Shareholder of the investment quality
of the Company's securities covered thereby and that such holding does not imply
that such Holder or Initial Shareholder will assist in meeting any future
financial requirements of the Company, 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 or state "blue sky" statute and the rules and regulations
thereunder then in force, the deletion of the reference to such Holder or
Initial Shareholder.
SECTION 5. REGISTRATION EXPENSES.
Any and all expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation, all Commission and securities
exchange, NASDAQ or NASD registration and filing fees, all fees and expenses
incurred in connection with compliance with state securities or "blue sky" laws
(including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with "blue sky" qualifications of the Registrable Shares),
rating agency fees, printing expenses, messenger and delivery expenses, internal
expenses (including, without limitation, all salaries and expenses of the
Company's officers and employees performing legal or accounting duties), all
expenses for word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, the fees and
expenses incurred in connection with the listing of the Registrable Shares, the
fees and disbursements of counsel for the Company and of the independent
certified public accountants of the Company (including the expenses of any
comfort letters or costs associated with the delivery by independent certified
public accountants of a comfort letter or comfort letter requested pursuant to
Section 4(m), Securities Act liability insurance (if the Company elects to
obtain such insurance), the reasonable fees and expenses of any special experts
or other Persons retained by the Company in connection with any registration,
the reasonable fees and disbursements of Holders' Counsel and any reasonable
out-of-pocket expenses of the Holders and their agents, including any reasonable
travel costs (all such expenses being herein called "Registration Expenses"),
will be borne by the Company whether or not the Registration Statement to which
such expenses relate becomes effective; PROVIDED, HOWEVER, that Registration
Expenses shall not include (i) underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Shares or Initial
13
Shareholder Shares (ii) any fees or expenses of any counsel, accountants or
other persons retained or employed by the Holders or the Initial Shareholder
other than as provided above.
SECTION 6. INDEMNIFICATION AND CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, each Holder, its partners,
officers, directors, trustees, Shareholder, employees, agents and investment
advisers, and each Person who controls such Holder within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under
common control with, or is controlled by, such Holder, together with the
partners, officers, directors, trustees, Shareholder, employees and agents of
such controlling Person (collectively, the "Controlling Persons"), from and
against all losses, claims, damages, liabilities and expenses (including without
limitation any reasonable legal or other fees and expenses incurred by any
Holder or any such Controlling Person in connection with defending or
investigating any action or claim in respect thereof) (collectively, the
"Damages") to which such Holder, its partners, officers, directors, trustees,
Shareholder, employees, agents and investment advisers, and any such Controlling
Person may become subject under the Securities Act or otherwise, insofar as such
Damages (or proceedings in respect thereof) arise out of or are based upon any
untrue or alleged untrue statement of material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Registrable
Shares were registered under the Securities Act, including all documents
incorporated therein by reference, or caused by any omission or alleged omission
to state therein a material fact necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or caused
by any untrue statement or alleged untrue statement of a material fact contained
in any Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, except insofar as such Damages arise out of or are based upon any
such untrue statement or omission based upon information relating to such Holder
furnished to the Company in writing by such Holder expressly for use therein;
PROVIDED, HOWEVER, that the Company shall not be liable to any Holder under this
Section 6(a) to the extent that any such Damages were caused by the fact that
such Holder sold Securities to a Person as to whom it shall be established that
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the Prospectus as then amended or supplemented if, and only if,
(i) the Company has previously furnished copies of such amended or supplemented
Prospectus to such Holder and (ii) such Damages were caused by any untrue
statement or omission or alleged untrue statement or omission contained in the
Prospectus so delivered which was corrected in such amended or supplemented
Prospectus. In connection with an underwritten offering, the Company will
indemnify the underwriters thereof, their officers and directors and each Person
who controls such underwriters (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as provided
above with respect to the indemnification of the Holders of Registrable Shares
except with respect to information provided by the underwriter specifically for
inclusion therein.
14
(b) INDEMNIFICATION BY THE HOLDERS. Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, officers and
each Person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Holder, but only with
reference to information relating to such Holder furnished to the Company in
writing by such selling Holder expressly for use in any Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto); PROVIDED, HOWEVER, that such selling Holder shall not be obligated to
provide such indemnity to the extent that such Damages result from the failure
of the Company to promptly amend or take action to correct or supplement any
such Registration Statement or Prospectus on the basis of corrected or
supplemental information provided in writing by such selling Holder to the
Company expressly for such purpose. In no event shall the liability of any
Holder of Registrable Shares hereunder be greater in amount than the amount of
the proceeds received by such Holder upon the sale of the Registrable Shares
giving rise to such indemnification obligation.
(c) INDEMNIFICATION PROCEDURES. In case any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either paragraph (a) or (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceedings
and shall pay the fees and disbursements of such counsel relating to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
or (ii) the indemnifying party fails promptly to assume the defense of such
proceeding or fails to employ counsel reasonably satisfactory to such
indemnified party or parties, or (iii) (A) the named parties to any such
proceeding (including any impleaded parties) include both such indemnified party
or parties and any indemnifying party or an Affiliate of such indemnified party
or parties or of any indemnifying party, (B) there may be one or more defenses
available to such indemnified party or parties or such Affiliate of such
indemnified party or parties that are different from or additional to those
available to any indemnifying party or such Affiliate of any indemnifying party
and (C) such indemnified party or parties shall have been advised by such
counsel that there may exist a conflict of interest between or among such
indemnified party or parties or such Affiliate of such indemnified party or
parties and any indemnifying party or such Affiliate of any indemnifying party,
in which case, if such indemnified party or parties notifies the indemnifying
party or parties in writing that it elects to employ separate counsel of its
choice at the expense of the indemnifying parties, the indemnifying parties
shall not have the right to assume the defense thereof and such counsel shall be
at the expense of the indemnifying parties, it being understood, however, that
unless there exists a conflict among indemnified parties, the indemnifying
parties shall not, in connection with any one such proceeding or
15
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
or parties. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party or parties from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which such
indemnified party is a party, and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such proceeding.
(d) CONTRIBUTION. To the extent that the indemnification provided for in
paragraph (a) or (b) of this Section 6 is unavailable to an indemnified party or
insufficient in respect of any Damages, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Damages in such proportion as is appropriate to reflect the relative
fault of the Company on the one hand and the Holders on the other hand in
connection with the statements or omissions that resulted in such Damages, as
well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the Holders on the other hand shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
Notwithstanding the provisions of this Section 6(d), no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Shares of such Holder were offered to the public
(less any underwriting discounts and commissions) exceeds the amount of any
Damages which such Holder has otherwise been required to pay by reason of such
untrue statement or omission. Each Holder's obligation to contribute pursuant to
this Section 6(d) is several in the proportion that the proceeds of the offering
received by such Holder bears to the total proceeds of the offering received by
all the Holders and not joint.
If indemnification is available under paragraph (a) or (b) of this Section
6, the indemnifying parties shall indemnify each indemnified party to the full
extent provided in such paragraphs without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 6(d).
The Company and each Holder agrees that it would not be just or equitable
if contribution pursuant to this Section 6(d) were determined by PRO RATA
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to
16
herein. The amount paid or payable by an indemnified party as a result of the
Damages referred to in this Section 6 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred
(and not otherwise reimbursed) by such indemnified party in connection with
investigating or defending any such action or claim. 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. The remedies provided for in this
Section 6 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
SECTION 7.
(a) RULE 144. The Company covenants that it will file any reports required
to be filed by it under the Securities Act and the Exchange Act (or, if the
Company is not required to file such reports, it will, upon the request of any
Holder, make publicly available other information so long as necessary to permit
sales under Rule 144 under the Securities Act), and it will take such further
action as any Holder may request, all to the extent required from time to time
to enable such Holder to sell Registrable Shares without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rules may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
(b) RULE 144A. Upon the request of any Holder, the Company shall deliver to
such holder within 10 days following receipt by the Company of such request, the
information required by Section (d)(4) of Rule 144A under the Securities Act, as
such rule may be amended from time to time or any similar rule or regulation
hereafter adopted by the Commission ("Rule 144A"), and will take such further
action as any Holder may request, all to the extent required from time to time
to enable such Holder to sell Registrable Shares without registration under the
Securities Act within the limitations or the exemptions provided by Rule 144A.
All information shall be "reasonably current" as defined in Rule 144A.
SECTION 8. RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS.
The Company agrees and it shall use its best efforts to cause its
Affiliates to agree (i) not to effect any public sale or distribution of any
securities similar to those being registered in accordance with Section 2
hereof, or any securities convertible into or exchangeable into or exchangeable
or exercisable for such securities, during the 14 days prior to, and during the
90-day period beginning on, the effective date of any Registration Statement
(except as part of such Registration Statement) if, and to the extent, requested
by the managing underwriter or underwriters in the case of an underwritten
public offering and (ii) to use its best efforts to ensure that any agreement
entered into after the date of this Agreement pursuant to which the Company
issues or agrees to issue any privately placed securities (other than to
officers or
17
employees) shall contain a provision under which holders of such securities
agree not to effect any sale or distribution of any such securities during the
periods described in (i) above, in each case including a sale pursuant to Rule
144 or Rule 144A under the Securities Act (except as part of any such
registration, if permitted); PROVIDED, HOWEVER, that the provisions of this
Section 8 shall not prevent the conversion or exchange of any securities
pursuant to their terms into or for other securities. In the event of an
underwritten public offering for the account of the Company with respect to
which the Holders have the right to exercise "piggy-back" registration rights
pursuant to Section 3 hereof and the Holders either (i) elect not to exercise
such rights or (ii) elect to exercise such rights and either (A) all or some
portion of the Registrable Shares held by the Holders are included in such
offering pursuant to Section 3 hereof or (B) no Registrable Shares held by the
Holders are included in such offering pursuant to Section 3 hereof and no
securities of the Company held by any other Person are included in such offering
pursuant to the exercise of "piggy-back" registration rights, upon the written
request (the "Lock-up Request") of the managing underwriter (or underwriters) of
such offering, which request shall be made at least 30 days prior to the
anticipated effective date of the Registration Statement for such offering, each
Holder agrees not to effect any public sale or distribution of any securities
similar to those being registered in such offering (other than pursuant to such
offering), including without limitation, through sales of Securities pursuant to
a Demand Registration Statement, during the 14 days prior to, and during the
90-day period beginning on, the effective date of the Registration Statement
relating to such offering.
SECTION 9. MISCELLANEOUS.
(a) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
provisions of this sentence, 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 all parties to this
Agreement.
(b) NOTICES, ETC. Except as otherwise provided in this Agreement, notices
and other communications under this Agreement shall be in writing and shall be
delivered by courier, or mailed by a nationally recognized overnight courier,
postage prepaid, addressed, (a) if to any of the Holders, at the address
specified on the signature pages attached hereto or such other address as the
Holder shall have furnished to the Company in writing, or (b) if to any of the
Initial Shareholder, at the address specified on the signature pages attached
hereto or such other address as the Initial Shareholder shall have furnished to
the Company in writing, or (c) if to the Company, at its address set forth on
the signature page attached hereto, to the attention of the Chief Executive
Officer, or at such other address, or to the attention of such other officer, as
the Company shall have furnished to the Holders in writing. This Agreement and
the other Transaction Documents and all documents delivered in connection
herewith or therewith embody the entire agreement and understanding between the
Holders, the Initial Shareholder and the Company and supersede all prior
agreements and understandings relating to the subject matter hereof.
18
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders. If any transferee of any Holder shall acquire
Warrants or Registrable Shares in any manner, whether by operation of law or
otherwise, such Warrants or Registrable Shares shall be held subject to all of
the terms of this Agreement, and by taking and holding such Warrants or
Registrable Shares such person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and
such person shall be entitled to receive the benefits hereof.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to principles of
conflicts of law.
(g) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the Holders
shall be enforceable to the fullest extent permitted by law.
(h) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be the complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
(i) ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provision of this Agreement or where any provision hereof is validly asserted as
a defense, the successful party shall, to the extent permitted by applicable
law, be entitled to recover reasonable attorneys' fees in addition to any other
available remedy.
(j) FURTHER ASSURANCES. Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
19
(k) REMEDIES. In the event of a breach or a threatened breach by any party
to this Agreement of its obligations under this Agreement, any party injured or
to be injured by such breach will be entitled to specific performance of its
rights under this Agreement or to injunctive relief, in addition to being
entitled to exercise all rights provided in this Agreement and granted by law.
The parties agree that the provisions of this Agreement shall be specifically
enforceable, it being agreed by the parties that the remedy at law, including
monetary damages, is inadequate and that any objection in any action for
specific performance or injunctive relief that a remedy at law would be adequate
is waived. Notwithstanding anything in this Agreement, the parties shall also be
entitled to any and all remedies provided for in the Warrant Agreement.
[Remainder of Page Intentionally Left Blank]
20
REGISTRATION RIGHTS AGREEMENT
COMPANY SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
OUTSOURCE INTERNATIONAL, INC.,
a Florida Corporation
By: /s/ PAUL M. BURRELL
------------------------
Name: Paul M. Burrell
Title: President
Address: 1144 East Newport Center Drive
Deerfield Beach, FL 33442
Telephone: (954) 418-6200
Telecopy: (954) 418-3365
REGISTRATION RIGHTS AGREEMENT
INVESTORS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRIUMPH-CONNECTICUT
LIMITED PARTNERSHIP
By: Triumph Capital Group, Inc.,
its general partner
By:
---------------------------
Name:
Title:
Address: Sixty State Street
21st Floor
Boston, MA 02109
Telephone: (617) 557-6000
Telecopy: (617) 557-6020
BACHOW INVESTMENT
PARTNERS III, L.P.
By: Bala Equity Partners, L.P., its
general partner
By: Bala Equity, Inc., its general
partner
By: /s/ JAY D. SEID
---------------------------
Name: Jay D. Seid
Title: Vice President
Address: Three Bala Plaza East
5th Floor
Bala Cynwyd, PA 19004
Telephone: (610) 660-4900
Telecopy: (610) 660-4930
REGISTRATION RIGHTS AGREEMENT
INVESTORS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRIUMPH-CONNECTICUT
LIMITED PARTNERSHIP
By: Triumph-Connecticut Capital
Adivisors, L.P., its general partner
By: /s/ RICHARD J. WILLIAMS
---------------------------
Name: Richard J. Williams
Title: Managing Director
Address: Sixty State Street
21st Floor
Boston, MA 02109
Telephone: (617) 557-6000
Telecopy: (617) 557-6020
BACHOW INVESTMENT
PARTNERS III, L.P.
By: Bala Equity Partners, L.P., its
general partner
By: Bala Equity, Inc., its general
partner
By:
---------------------------
Name:
Title: t
Address: Three Bala Plaza East
5th Floor
Bala Cynwyd, PA 19004
Telephone: (610) 660-4900
Telecopy: (610) 660-4930
REGISTRATION RIGHTS AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ LAWRENCE H. SCHUBERT
-----------------------------
Lawrence H. Schubert as
Trustee of the Lawrence
H. Schubert Revocable Trust
dated August 25, 1996
Address:
7500 Fenwick Place
-----------------------------
Boca Raton. FL 33496
-----------------------------
Telephone: (561) 477-1512
Telecopy:
/s/ NADYA I. SCHUBERT /s/ NADYA I. SCHUBERT
----------------------------- -----------------------------
Nadya I. Schubert Nadya I. Schubert as
as Co-Trustee of the Robert A. Trustee of the Nadya I.
Lefcort Irrevocable Trust Schubert Revocable Trust
dated February 28, 1996 dated August 25, 1996
Address:
7500 Fenwick Place
-----------------------------
Boca Raton, FL 33496
-----------------------------
Telephone: (561) 477-1512
Telecopy:
/s/ ALAN E. SCHUBERT
-----------------------------
Alan E. Schubert
Address:
305 North Victoria Park Road
-----------------------------
Ft. Lauderdale, FL 33301
-----------------------------
Telephone: (954) 779-2680
Telecopy:
REGISTRATION RIGHTS AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ LOUIS A. MORELLI
-----------------------------
Address:
-----------------------------
-----------------------------
Telephone: (630) 262-9130
Telecopy:
/s/ RAYMOND S. MORELLI
-----------------------------
Raymond S. Morelli
Address:
1807 Belter Court
-----------------------------
Geneva, IL 60134
-----------------------------
Telephone: (561) 477-1512
Telecopy:
-----------------------------
Louis J. Morelli
Address:
-----------------------------
-----------------------------
Telephone: (954) 779-2680
Telecopy:
REGISTRATION RIGHTS AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ LOUIS A. MORELLI
-----------------------------
Louis A. Morelli as Trustee
of the Louis J. Morelli
S Stock Trust dated
January 1, 1995
Address:
1807 Belter Court
-----------------------------
Geneva, IL 60134
-----------------------------
Telephone: (630) 262-9130
Telecopy:
/s/ MARGARET MORELLI JANISCH
-----------------------------
Margaret Morelli Janisch
Address:
1816 Belter Court
-----------------------------
Geneva, IL 60134
-----------------------------
Telephone: (630) 208-1844
Telecopy:
/s/ LOUIS A. MORELLI
-----------------------------
Louis J. Morelli as
Trustee of the
Margaret Ann Janisch
S Stock Trust dated
January 1, 1995
Address:
1807 Belter Court
-----------------------------
Geneva, IL 60134
-----------------------------
Telephone: (630) 262-9130
Telecopy:
REGISTRATION RIGHTS AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ MATTHEW B. SCHUBERT
-----------------------------
Matthew B. Schubert
Address:
1529 Windy Hill
-----------------------------
Northbrook IL 60062
-----------------------------
Telephone: (847) 498-4536
Telecopy:
/s/ JASON D. SCHUBERT
-----------------------------
Jason D. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
Address:
1122 N. Clark, Apt. 28009
-----------------------------
Chicago, IL 60610
-----------------------------
Telephone: (312) 640-0675
Telecopy:
/s/ ALAN E. SCHUBERT
-----------------------------
Alan E. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
Address:
305 North Victoria Park Road
-----------------------------
Ft. Lauderdale, FL 33301
-----------------------------
Telephone: (954) 779-2680
Telecopy:
REGISTRATION RIGHTS AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ MATTHEW B. SCHUBERT
-----------------------------
Matthew B. Schubert as Co-
Trustee of the Jason
Schubert OutSource Trust
dated November 24, 1995
Address:
1529 Windy Hill
-----------------------------
Northbrook IL 60062
-----------------------------
Telephone: (847) 498-4536
Telecopy:
/s/ ALAN E. SCHUBERT
-----------------------------
Alan E. Schubert as Co-
Trustee of the Jason
Schubert OutSource Trust
dated November 24, 1995
Address:
305 North Victoria Park Road
-----------------------------
Ft. Lauderdale, FL 33301
-----------------------------
Telephone: (954) 779-2680
Telecopy:
/s/ MINDI WAGNER
-----------------------------
Mindi Wagner
Address:
395 Oakcreek Drive
-----------------------------
#6-407
-----------------------------
Wheeling, IL 60090
-----------------------------
Telephone: (847) 398-1410
Telecopy:
SCHEDULE 1
INITIAL STOCKHOLDERS
NAME SHARES HELD
Alan E. Schubert 2,202,602
Louis A. Morelli 1,092,561
Raymond S. Morelli 402,255
Louis J. Morelli 315,749
Margaret Ann Morelli Janisch 404,310
Matthew B. Schubert 86,394
Mindi Wagner 86,763
The Lawrence H. Schubert Revocable Trust
dated August 25, 1995 783,123
The Nadya I. Schubert Revocable Trust
dated August 25, 1995 783,123
The Louis J. Morelli S-Stock Trust
dated January 1, 1995 86,507
The Margaret Ann Janisch S-Stock Trust
dated January 1, 1995 86,948
The Jason Schubert OutSource Trust
dated November 24, 1995 481,092
The Matthew B. Schubert OutSource Trust
dated November 24, 1995 394,698