EXHIBIT 4.02
INSYNC SYSTEMS, INC.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (the "AGREEMENT")
is made effective as of January 19, 1996 by and among Insync Systems, Inc., a
California corporation (the "COMPANY"), the individuals and entities listed on
the Schedule of New Holders attached hereto (the "NEW HOLDERS"), and the
individuals and entities on the Schedule of Prior Holders attached hereto (the
"PRIOR HOLDERS").
RECITALS
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WHEREAS, the Prior Holders, who are parties to the Registration Rights
Agreement dated April 17, 1995 (the "PRIOR AGREEMENT"), now wish their
registration rights to be defined by this Agreement and to terminate the Prior
Agreement upon the effectiveness of this Agreement;
WHEREAS, the New Holders desire to be granted the rights and bound by the
obligations provided herein;
WHEREAS, pursuant to the Prior Agreement, the consent of a majority in
interest of the Prior Holders is required before the Company may grant
registration rights covering additional shares;
WHEREAS, pursuant to the Prior Agreement, the consent of a majority in
interest of each of the following classes of Prior Holders is required to amend
the Prior Agreement: (i) holders of Common Stock of the Company that was subject
to a registration rights agreement prior to April 17, 1995; (ii) holders of
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securities that, when originally issued, were (x) Subordinated Convertible
Promissory Notes of the Company and (y) subject to a prior registration rights
agreement; (iii) holders of securities that, when originally issued, were (x)
Series B Preferred Stock of the Company and (y) subject to a prior registration
rights agreement and (iv) all Prior Holders as one class; and
WHEREAS, the undersigned Prior Holders now wish to consent to the grant of
registration rights to the New Holders, and to the amendment and restatement of
the Prior Agreement in it entirety to read as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall
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have the
following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission or any other
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federal agency at the time administering the Securities Act.
"HOLDER" shall mean (i) any person holding Registrable Securities
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originally issued to such person or (ii) any person holding Registrable
Securities to whom the rights under this Agreement have been transferred in
accordance with Section 2.8 hereof or in accordance with the corresponding
provision of the registration rights agreement controlling the Registrable
Securities on the date of such transfer.
"REGISTRABLE SECURITIES" shall mean any Common Stock of the Company which
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has become subject to the terms of this Agreement pursuant to Section 2.2 hereof
including any Common Stock issued or issuable pursuant to any conversion, stock
split, stock dividend, recapitalization, or similar event so long as such Common
Stock has not been sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction.
The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
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registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRATION EXPENSES" shall mean all expenses, except as otherwise stated
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below, incurred by the Company in complying with Section 2.1 hereof, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue
sky fees and expenses, the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company) and the reasonable
fees and disbursements of one counsel for all Holders.
"RESTRICTED SECURITIES" shall mean the securities of the Company whose
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certificates are required to bear legends indicating that such securities have
not been registered under the Securities Act.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
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similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean all underwriting discounts, selling
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commissions and stock transfer taxes applicable to the securities registered by
the Holders and, except as set forth under "Registration Expenses" all
reasonable fees and disbursements of counsel for any Holder.
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2. REGISTRATION.
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2.1 COMPANY REGISTRATION.
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(a) Notice of Registration. If at any time or from time to time
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the Company shall determine to register any of its Common Stock, either for its
own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, (ii) a registration
relating solely to a Rule 145 transaction, or (iii) a registration in which the
only equity security being registered is Common Stock issuable upon conversion
of convertible debt securities which are also being registered, the Company
will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities which are specified in a
written request or requests, made within 10 days after receipt of such written
notice from the Company, by any Holder; provided, however, that any Holder
requesting the inclusion of Registrable Securities which are not, at such time,
Common Stock of the Company must also delivery with such request such further
instruments as may be necessary to effect the conversion of such Registrable
Securities into Common Stock of the Company prior to registration.
(b) Underwriting. If the registration of which the Company gives
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notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 2.1(a)(i). In such event the right of any Holder to
registration pursuant to Section 2.1 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting shall be limited to the extent provided herein.
All Holders proposing to distribute their Registrable Securities
through such under writing (the "PARTICIPATING HOLDERS") shall (together with
the Company and the other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company.
Notwithstanding any other provision of this Section 2.1, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the total number of shares of Registrable
Securities held by Participating Holders to be included in such registration
shall determined as follows:
(i) Preferred Shareholder's Registration Rights Agreement.
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If, prior to the time of such registration, an agreement governing the
registration rights of holders of Series A Preferred Stock of the Company issued
after January 15, 1996 (and the securities issued or issuable upon the
conversion of such stock) has been entered into by the Company and the initial
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purchasers of such stock (the "SERIES A REGISTRATION RIGHTS AGREEMENT"), and if
the Series A Registration Rights Agreement remains in effect at the time of such
registration, the aggregate number of Registrable Securities to be included in
such registration by Participating Holders and the allocation of such included
Registrable Securities among the Participating Holders shall be determined by
the applicable terms of the Series A Registration Rights Agreement, including
any amendments thereto.
(ii) Default Cutback. If no Series A Registration Rights
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Agreement exists or is in force at the time of such registration, the managing
underwriter may limit the number of shares of Registrable Securities to be
included in the offering, (1) in the case of the Company's initial public
offering, to zero and, (2) in the case of any other offering, to an amount no
less than 5% of all shares to be included in such offering. In case of any such
limitation under this Section 2(b)(ii), the Company shall so advise all
Participating Holders and other holders proposing to distribute their securities
through such underwriting and the number of shares of Registrable Securities
that may be included in the registration and underwriting shall be allocated
among all the Participating Holders in proportion, as nearly as practicable, to
the respective amounts of Registrable Securities held by such Participating
Holder. To facilitate the allocation of shares in accordance with the above
provisions, the Company may round the number of shares allocated to any
Participating Holder to the nearest 100 shares.
If any Participating Holder disapproves of the terms of any such
underwriting, he or she may elect to withdraw therefrom by written notice to the
Company and the managing underwriter. Any securities excluded or withdrawn from
such underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to 180 days after the effective date
of the registration statement relating thereto, or such other shorter period of
time as the under writers may require.
(c) Right to Terminate Registration. The Company shall have the
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right to terminate or withdraw any registration initiated by it under this
Section 2.1 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.
2.2 SECURITIES COVERED BY THIS AGREEMENT; CONSENT OF PRIOR HOLDERS.
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(a) Prior Holders. The undersigned Prior Holders, New Holders
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and the Company hereby consent to the amendment and restatement of the Prior
Agreement to entirely replace its terms with those of this Agreement. Pursuant
to the amending provision of the Prior Agreement, at such time as a majority in
interest of Prior Holders in each of the following classes consents by executing
this Agreement, all such signatories as well as all other Prior Holders shall be
deemed to be parties to this Agreement, and all securities subject to the Prior
Agreement held by all Prior Holders shall be deemed to be Registrable
Securities: (i) holders of Common Stock of the Company that was subject to a
registration rights agreement prior to April 17, 1995; (ii) holders of
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securities that, when originally issued, were (x) Subordinated Convertible
Promissory Notes of the
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Company and (y) subject to a prior registration rights agreement; (iii) holders
of securities that, when originally issued, were (x) Series B Preferred Stock of
the Company and (y) subject to a prior registration rights agreement and (iv)
all Prior Holders as one class. At such time as this Agreement becomes effective
as to all Prior Holders, the Prior Agreement shall be terminated, the provisions
thereof shall be of no further force and effect, and it shall be deemed to be
null and void.
(b) New Holders. The Company hereby grants, the New Holders
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hereby accept the grants of, and the undersigned Prior Holders hereby consent to
the granting of, the registration rights provided for herein to the New Holders.
The registration rights granted to the New Holders hereunder shall become
effective and the Common Stock held by the New Holders along with Common Stock
issuable upon conversion of other securities held by the New Holders as of the
date hereof shall be deemed to be Registrable Securities at such time as a
majority in interest of all Prior Holders consents to such grants by executing
this Agreement.
2.3 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
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connection with all registrations pursuant to Section 2.1 shall be borne by the
Company. Unless otherwise stated, all Selling Expenses relating to securities
registered on behalf of the Holders and all other registration expenses shall be
borne by the Holders of such securities pro rata on the basis of the number of
shares so registered.
2.4 REGISTRATION PROCEDURES. In the case of each registration,
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qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:
(a) Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one hundred
twenty (120) days or until the distribution described in the registration
statement has been completed, whichever first occurs;
(b) Furnish to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may reasonably request
in order to facilitate the public offering of such securities.
2.5 INDEMNIFICATION.
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(a) The Company will indemnify each Holder, each of its
officers, directors, shareholders and partners, and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, with respect to
which registration, qualification or compliance has been effected pursuant to
this Agreement, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims,
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losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of the
Securities Act of 1933, the Securities Exchange Act of 1934, state securities
law or any rule or regulation promulgated under the such laws applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse each such Holder, each of its officers,
directors, shareholders, partners, and each person controlling such Holder, each
such underwriter and each person who controls any such underwriter, for any
legal and any other expenses reasonably incurred, as such expenses are incurred,
in connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
Holder, controlling person or underwriter and stated to be specifically for use
therein; provided, however, that the foregoing indemnity agreement is subject to
the condition that, insofar as it relates to any such untrue statement, alleged
untrue statement, omission or alleged omission made in a preliminary prospectus
on file with the Commission at the time the registration statement becomes
effective or the amended prospectus filed with the Commission pursuant to Rule
424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the
benefit of any underwriter or any Holder, if there is no underwriter, if a copy
of the Final Prospectus was not furnished to the person asserting the loss,
liability, claim or damage at or prior to the time such action is required by
the Securities Act, and if the Final Prospectus would have cured the defect
giving rise to the loss, liability, claim or damage.
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers and directors
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, persons, underwriters or
control persons for any legal or any other expenses reasonably incurred, as such
expenses are incurred, in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to
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the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by an instrument duly executed by
such Holder and stated to be specifically for use therein. Notwithstanding the
foregoing, the liability of each Holder under this subsection 2.5(b) shall be
limited in an amount equal to the initial public offering price of the shares
sold by such Holder, unless such liability arises out of or is based on willful
misconduct by such Holder.
(c) Each party entitled to indemnification under this Section
2.5 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which there is a conflict of interest or separate and
different defenses. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.
2.6 INFORMATION BY HOLDER. The Holder or Holders of Registrable
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Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
2.7 RULE 144 REPORTING. With a view to making available the benefits
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of certain rules and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use all reasonable efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Securities Exchange Act of 1934, as
amended;
(b) File with the Commission in a timely manner all reports and
other
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documents required of the Company under the Securities Act and the Securities
Exchange Act of 1934, as amended (at any time after it has become subject to
such reporting requirements); and
(c) So long as the Holder owns any Restricted Securities to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 (at any
time after 90 days after the effective date of the first registration statement
filed by the Company for an offering of its securities to the general public),
and of the Securities Act and the Securities Exchange Act of 1934 (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents of the Company and other information in the possession of or
reasonably obtainable by the Company as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration .
2.8 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company
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to register securities granted under Section 2.1 may be assigned to a transferee
or assignee reasonably acceptable to the Company in connection with any transfer
or assignment of Registrable Securities by a Holder provided that: (i) such
transfer may otherwise be effected in accordance with applicable securities laws
and all agreements restricting such transfer, (ii) such transferee acquires at
least 20,000 shares of Registrable Securities (iii) written notice is promptly
given to the Company and (iv) such transferee agrees to be bound by the
provisions of this Agreement. Notwithstanding the foregoing, the rights to cause
the Company to register securities may be assigned to any constituent partner or
retired partner of a Holder which is a partnership, or an affiliate of a Holder
which is a corporation, or a family member or trust for the benefit of a Holder
who is an individual, without compliance with item (ii) above, provided written
notice thereof is promptly given to the Company and the transferee agrees to be
bound by the provisions of this Agreement.
2.9 TERMINATION OF REGISTRATION RIGHTS. The rights granted pursuant
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to Section 2.1 of this Agreement shall terminate three (3) years after the
Company's initial public offering (other than [a] an offering relating solely to
employee benefit plans; or [b] an offering relating solely to a Commission Rule
145 transaction).
3. STANDOFF AGREEMENT. Except as set forth below, in connection with the
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Company's first two public offerings of the Company's securities, each Holder
agrees, upon request of the Company or the underwriters managing any
underwritten offering of the Company's securities, not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
securities of the Company (other than those included in the registration)
without the prior written consent of the Company or such underwriters, as the
case may be, for such period of time (not to exceed one hundred eighty (180)
days) from the effective date of such registration as may be requested by the
underwriters, provided that the officers and directors of the Company who own
stock of the Company also agree to such restrictions. The Holders agree that
the Company may instruct its transfer agent to place stop-transfer notations in
its records to enforce the provisions of
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this Section 3.
4. AMENDMENT.
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(a) Any provision of this Agreement may be amended or the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of each of:
(i) the Company,
(ii) Holders of a majority of all Registrable Securities
then outstanding, voting as one class,
(iii) Holders of a majority of Registrable Securities then
outstanding which, when originally purchased, were (x)
Common Stock of the Company and (y) subject to a
registration rights agreement prior to April 17, 1995,
(iv) Holders of a majority of Registrable Securities then
outstanding which, when originally purchased, were (x)
Subordinated Convertible Notes of the Company and (y)
subject to a prior registration rights agreement, and
(v) Holders of a majority of Registrable Securities then
outstanding which, when originally purchased, were (x)
Series B Preferred Stock of the Company and (y) subject
to a prior registration rights agreement.
Notwithstanding the above provisions, no such amendment or waiver shall
reduce the aforesaid number of securities, the Holders of which are required to
consent to any waiver or amendment, without the consent of the Holders of all
Registrable Securities.
Any amendment or waiver effected in accordance with this subsection 4(a)
shall be binding upon each Holder of Registrable Securities at the time
outstanding, each future holder of all such securities, and the Company.
(b) Except as expressly provided herein, no Section of this Agreement
may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.
5. GOVERNING LAW. This Agreement and the legal relations between the
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parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of California. The parties hereto agree to submit to
the jurisdiction of the federal and state courts of the
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State of California with respect to the breach or interpretation of this
Agreement or the enforcement of any and all rights, duties, liabilities,
obligations, powers, and other relations between the parties arising under this
Agreement.
6. ENTIRE AGREEMENT. This Agreement constitutes the full and entire
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understanding and agreement between the parties regarding the matters set forth
herein. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon the successors, assigns,
heirs, executors and administrators of the parties hereto.
7. NOTICES, ETC. All notices and other communications required or
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permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery to the party to be notified or three (3) days after
deposit with the United States mail, by registered or certified mail, postage
prepaid, addressed (a) if to a Holder, at such address as such Holder shall have
furnished the Company in writing in accordance with this Section 7 or (b) if to
the Company, at its principal office.
8. COUNTERPARTS. This Agreement may be executed in any number of
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counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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The foregoing agreement is hereby made effective as of the date first
written above.
"COMPANY"
INSYNC SYSTEMS, INC.
a California corporation
By:_________________________________
Stanley L. Leopard, Chairman and Chief Executive Officer
"PRIOR HOLDER"
_________________________________
Name of Prior Holder
By:_________________________________
Authorized Signatory
Title:_________________________________
"NEW HOLDER"
_________________________________
Name of New Holder
By:_________________________________
Authorized Signatory
Title:_________________________________
(SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT)
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SCHEDULE OF NEW HOLDERS
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Name Relation to Company
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Stanley L. Leopard Chairman and Chief Executive Officer
Frank R. Balma Office of the President and Chief Operating Officer
Brent D. Elliot Office of the President and Chief Technical Officer
Melody R. Leopard Former Spouse of Mr. Leopard
Frederick T. Hecht as Trust For The Benefit of the Children of
Trustee For The Stanley Mr. Leopard
L. Leopard 1994
Irrevocable Trust
A. Grant Elliot and Parents of Brent D. Elliot
Sharon A. Elliot as
Trustees of the A. Grant
Elliot and Sharon A.
Elliot Inter Vivos Trust
Don M. Lyle Director
W. Lee Shevel Director
Russell G. Redenbaugh Director
Pullbrite, Inc. Holder of Convertible Promissory Note
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SCHEDULE OF PRIOR HOLDERS
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Pensco Pension Services, Inc. Phil & Joan Chang
FBO Vince C. Affinito Steven Chang
John C. & Edna L. Aikens Shirley Chen
Woodley A. Allen Allen D. Clark and Dianne
M. Clark
William H. Annesley, III Closefire Limited
Vedona Anstalt Ronald S. Cohn
Robert B. Arthur Stuart Davidson
Astrophel Limited Evelyne Desbrow
Pensco Pension Services, Inc. Robert C. and Phyllis J.
FBO Enrique Barrera A/C BA-049 Doricott Trustees of the
Robert C. and Phyllis J.
Doricott Revocable Living
Byron L. Bertsch Trust under Revocable Living
Trust Agreement Dated August
21, 1979, as Amended
John R. Bertucci
Painewebber as Custodian for
Thomas J. Buono & Mary R. Buono, Tenants Edward F. Dugan, IRA
by the Entirety
Edward F. Dugan
Michael Canizales
Joseph E. Dworak
Walter M. Cardinet & Nancy Cardinet
In Community Property EAG Enterprises
Prestige World Travel, Inc. MP & P/S Trust Robert J. Elliot & Jill
FBO Lori A. Carstens Keechler Elliot, Trustees,
Elliot Family Trust Dated
3-6-92 VA FBO Robert J.
Elliot & Jill Keechler
Jim Tarr & Lori Carstens Trustees, Prestige Elliot
World Travel Inc., MP Pen & P/S Trust FBO
Jim Tarr A. Grant Elliot and Sharon
A. Elliot Revocable Inter
Vivos Trust Dated 4-7-87
Tsai Chun Chiang
Marc Ely
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Reginald G. Huff, III
Lawrence Bennett & Harriette B. Farber,
JTWROS JAG Investments
David F. Firth
Greg E. Johnson & Sharon I.
Johnson,
Robert Foster Tenants by the Entirety
Gloria Friedman Carl E. and Leah M. Jonson,
JTWROS
Amba Gale Kevin L. Kaldestad
GA Pogue P/S fbo Susan Rho Arthur Kellar
George Brothers Investment Partnership Charles D. Kleinow
Smith Barney SEP Custodian Rainer K. Kraus as Trustee
for Bill Greenhalgh for the Rainer K. Kraus Trust
Dated 10/4/95
Polly Guth Ag Edwards & Sons Inc.
Custodian For Rainer K.
Kraus Rollover IRA Account
Jeffrey E. Hanhausen
Douglas A. Kristjanson
Hapna Foundation
Lawrence Scott Kuechler
Thomas Hardy
Lamar G. Lay
John G. Harkness and Stephanie Harkness,
Trustees Under The Harkness Family Trust David Lustig
Dated July 7, 1982
Douglas L. Martin Self Emp.
Profit Sharing
Michael & Roberta Hesser Retirement Trust, Douglas C.
Martin Trustee
Mary S. Hirt Paul E. Martin
Paul Hirt Richard Martinez
Eric K. Hoffner Thomas M. McGovern
Carleton C. Hoffner, Jr. Robert K. Merrill
Charles E. Horner Sabina M. Merrill
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Pensco Pension Services, Inc.
FBO Robert K. Merrill Larry Vaughn
Ronald W. Miller as Trustee of the Ronald W. Kelly R. White
Miller Trust Dated 11-28-90
Ronald W. Miller Tamzen B. White
David F. Williams, Jr.
Vinutha Mohan
John A. Winkel/Winkel Family
Trust
Vinh C. Nguyen, MD
Woodcock Foundation
Niloufar Pahlavi
Jim E. Wyant
Shahram Pahlavi
Peter and Kathleen Yaholkovsky
Michael R. and Pamela H. Pauletich
John Richard Powell and Lynne L. Powell,
Tenants In Common
Robert & Sandra Powers
Russell G. Redenbaugh
Russell K. Redenbaugh
Janet G. Redenbaugh
Murray L. Sackman & Marianne M. Karmel,
JTWROS
Alfred L. & Janice Sahagun
Glenn W. Saunders, Jr.
Matthew J. Sheedy
Lewis Stock
Barbara Tiffany
John G. Tyndall, III
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