Exhibit 10.10
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REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (this "Agreement") is entered into as of
September 5, 1996 by and between Beacon Properties Corporation, a Maryland
corporation (the "Company") and John Marshall Associates Limited Partnership, a
Virginia limited partnership, Greensboro Associates Limited Partnership, a
Virginia limited partnership, Woodland-Northridge I Limited Partnership, a
Virginia limited partnership, and Pimpernell Estates Limited Partnership, a
Virginia limited partnership (each a "Holder" and collectively the "Holders").
WHEREAS, the Holders are to receive units of limited partnership interest
("Units") in Beacon Properties, L.P. (the "Operating Partnership") which may be
redeemed for shares of the Company's common stock, no par value ("Common Stock")
issued without registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to an Option Agreement dated March 18, 1996 by and
between the Holders and the Operating Partnership.
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Registration.
(a) Demand Registration. At any time after March 18, 1997 until the earlier
of (i) March 18, 2007 or (ii) the date on which all of the Registrable Shares
(as hereinafter defined) have become eligible for sale pursuant to Rule 144
promulgated under the Securities Act, subject to the conditions set forth in
this Agreement, Holders may request that the Company cause to be filed, a
registration statement (a "Demand Registration Statement") under Rule 415 under
the Securities Act relating to the sale by such Holders of their previously or
concurrently issued Registrable Shares in accordance with the terms hereof. As
used in this Agreement, the term "Registrable Shares" means shares of Common
Stock issued or to be issued to the Holders upon redemption or in exchange for
their Units, excluding (A) Common Stock for which a Registration Statement
relating to the sale thereof shall have become effective under the Securities
Act and which have been disposed of under such Registration Statement, (B)
Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common
Stock eligible for sale pursuant to Rule 144 under the Securities Act. Upon
receipt of any such request, the Company shall promptly give written notice of
such proposed registration to all Holders of Units and Registrable Shares. Such
Holders shall have the right, by giving written notice to the Company within
fifteen (15) days after such notice referred to in the preceding sentence has
been given by the Company to elect to have included in the Demand Registration
Statement such of their Registrable Shares as each Holder may request in such
notice of election. Thereupon, the Company shall use its best efforts to cause
such Demand Registration Statement to be declared effective by the Securities
and Exchange Commission (the "SEC") for all Registrable Shares which the Company
has been requested to register as soon as practicable thereafter. The Company
agrees to use its best efforts to keep the Demand Registration Statement
continuously effective until the earliest of (a) the date on which the Holders
no longer hold any Registrable Shares registered under the Demand
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Registration Statement, (b) the date on which the Registrable Shares may be sold
by the Holders pursuant to Rule 144 promulgated under the Securities Act or (c)
the date which is six (6) months from the effective date of such Demand
Registration Statement. The Company shall not be required to file and effect a
new Demand Registration Statement pursuant to this Section 1(a) until a period
of twelve (12) months has elapsed from the termination of the registration
statement with respect to Registrable Shares covered by a prior registration
request.
(b) Piggyback Registration. If at any time while any Registrable Shares are
outstanding the Company proposes to file a registration statement under the
Securities Act with respect to an offering of Common Stock solely for cash
(other than a registration statement (i) on Form S-8 or any successor form or in
connection with any employee or director welfare, benefit or compensation plan,
(ii) on Form S-4 or any successor form or in connection with an exchange offer,
(iii) in connection with a rights offering exclusively to existing holders of
Common Stock, (iv) in connection with an offering solely to employees of the
Company or its affiliates, or (v) relating to a transaction pursuant to Rule 145
of the Securities Act), whether or not for its own account (a "Piggyback
Registration Statement"), the Company shall give written notice of such proposed
filing at least 10 business days before filing to the Holders. The notice
referred to in the preceding sentence shall offer Holders the opportunity to
register such amount of Registrable Shares as each Holder may request (a
"Piggyback Registration"). Subject to the provisions of Section 2 below, the
Company shall include in such Piggyback Registration all Registrable Shares
requested to be included in the registration for which the Company has received
written requests for inclusion therein within fifteen (15) calendar days after
the notice referred to above has been given by the Company to the Holders.
Holders of Registrable Shares shall be permitted to withdraw all or part of the
Registrable Shares from a Piggyback Registration at any time prior to the
effective date of such Piggyback Registration. If a Piggyback Registration is an
underwritten registration on behalf of the Company and the managing underwriter
advises the Company that the total number of shares of Common Stock requested to
be included in such registration exceeds the number of shares of Common Stock
which can be sold in such offering, the Company will include in such
registration in the following priority: (i) first, all shares of Common Stock
the Company proposes to sell and (ii) second, up to the full number of
applicable Registrable Shares requested to be included in such registration and,
which in the opinion of such managing underwriter, can be sold without adversely
affecting the price range or probability of success of such offering, which
shall be allocated among the Holders and all other stockholders requesting
registration on a pro rata basis. No Registrable Securities or other shares of
Common Stock requested to be included in a registration pursuant to demand
registration rights shall be excluded from the underwriting unless all
securities other than such securities are first excluded.
(c) Registration Statement Covering Issuance of Common Stock. In lieu of
the registration rights set forth in Section 1(a) and 1(b) above, the Company
may, in its sole discretion, prior to the first date upon which the Units held
by the Holders may be redeemed (or such other date as may be required under
applicable provisions of the Securities Act) file a registration statement (the
"Shelf Registration Statement") under Rule 415 under the Securities
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Act relating to the issuance to Holders of shares of Common Stock upon the
redemption or in exchange for their Units. Thereupon, the Company shall use its
best efforts to cause such Registration Statement to be declared effective by
the SEC for all shares of Common Stock covered thereby. The Company agrees to
use its best efforts to keep the Shelf Registration Statement continuously
effective until the date on which each Holder has redeemed or exchanged such
Holder's Units for Common Stock. In the event that the Company is unable to
cause such Registration Statement to be declared effective by the SEC or is
unable to keep such Registration Statement effective until the date on which
each Holder has redeemed or exchanged such Holder's Units for Common Stock, then
the rights of each Holder set forth in Section 1(a) and 1(b) above shall be
restored. Any Demand Registration Statement, Piggyback Registration Statement or
Shelf Registration Statement are sometimes referred to as a "Registration
Statement."
2. Registration Procedures.
(a) The Company shall notify each Holder of the effectiveness of the
Registration Statement and shall furnish to each Holder such number of copies of
the Registration Statement (including any amendments, supplements and exhibits),
the prospectus contained therein (including each preliminary prospectus), any
documents incorporated by reference in the Registration Statement and such other
documents as the Holder may reasonably request in order to facilitate its sale
of the Registrable Shares in the manner described in the Registration Statement.
(b) The Company shall prepare and file with the SEC from time to time such
amendments and supplements to the Registration Statement and prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all the Registrable Shares until the earlier of (i) such
time as all of the Registrable Shares have been disposed of in accordance with
the intended methods of disposition by the Holders as set forth in the
Registration Statement or (ii) the date on which the Registration Statement
ceases to be effective in accordance with the terms of Section 1. Upon ten (10)
business days' notice, the Company shall file any supplement or post-effective
amendment to the Registration Statement with respect to such Holder's interests
in or plan of distribution of Registrable Shares that is reasonably necessary to
permit the sale of the Holder's Registrable Shares pursuant to the Registration
Statement and the Company shall file any necessary listing applications or
amendments to the existing applications to cause the shares to be then listed or
quoted on the primary exchange or quotation system on which the Common Stock is
then listed or quoted.
(c) The Company shall promptly notify each Holder of, and confirm in
writing, any request by the SEC for amendments or supplements to the
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify each Holder of, and
confirm in writing, the filing of the Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to the Registration
Statement and the effectiveness of any post-effective amendment.
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(d) The Company shall immediately notify each Holder, at any time when a
prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. In such
event and subject to paragraph 7 of this Agreement, the Company shall promptly
prepare and furnish to each Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading.
3. State Securities Laws. Subject to the conditions set forth in this
Agreement, the Company shall, promptly upon the filing of a Registration
Statement including Registrable Shares, file such documents as may be necessary
to register or qualify the Registrable Shares under the securities or "Blue Sky"
laws of such states as any Holder may reasonably request, and the Company shall
use its best efforts to cause such filings to become qualified; provided,
however, that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such state in which it is not
then qualified or to file any general consent to service of process in any such
state. Once qualified, the Company shall use its best efforts to keep such
filings qualified until the earlier of (a) such time as all of the Registrable
Shares have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Registration Statement, (b) in the
case of a particular state, a Holder has notified the Company that it no longer
requires qualified filing in such state in accordance with its original request
for filing or (c) the date on which the Registration Statement ceases to be
effective. The Company shall promptly notify each Holder of, and confirm in
writing, the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Shares for sale under the
securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of
any proceeding for such purpose.
4. Expenses. The Company shall bear all expenses incurred in connection
with the registration of the Registrable Shares pursuant to Section 1(b) and
Section 1(c) of this Agreement. Additionally, the Company shall bear all
expenses incurred in connection with the registration of the Registrable Shares
pursuant to Section 1(a) of this Agreement for each Registration Statement
registering $1 million or more of Registrable Shares, and the Holders shall bear
their ratable shares of all expenses incurred by the Company in connection with
a registration in which the Holders are included pursuant to Section 1(a) of
this Agreement based on the number of Registrable Shares included to the total
number of shares of Common Stock so registered for each Registration Statement
registering less than $1 million of Registrable Shares. Such expenses shall
include, without limitation, all printing, legal and accounting expenses
incurred by the Company and all registration and filing fees imposed by the SEC,
any state securities commission or the New York Stock Exchange or, if the Common
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Stock is not then listed on the New York Stock Exchange, the principal national
securities exchange or national market system on which the Common Stock is then
traded or quoted. In addition, Holders shall be responsible for any brokerage or
underwriting commissions and taxes of any kind (including, without limitation,
transfer taxes) with respect to any disposition, sale or transfer of Registrable
Shares and for any legal, accounting and other expenses incurred by them.
5. Indemnification by the Company. The Company agrees to indemnify each of
the Holders and their respective officers, directors, employees, agents,
representatives and affiliates, and each person or entity, if any, that controls
a Holder within the meaning of the Securities Act, and each other person or
entity, if any, subject to liability because of his, her or its connection with
a Holder, and any underwriter and any person who controls the underwriter within
the meaning of the Securities Act (an "Indemnitee") against any and all losses,
claims, damages, actions, liabilities, costs and expenses (including without
limitation reasonable attorneys' fees, expenses and disbursements documented in
writing), joint or several, arising out of or based upon any untrue or alleged
untrue statement of material fact contained in the Registration Statement or any
prospectus contained therein, or 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 under which they were made,
not misleading, except insofar as and to the extent that such statement or
omission arose out of or was based upon information regarding the Indemnitee or
its plan of distribution which was furnished to the Company by the Indemnitee
for use therein, provided, further that the Company shall not be liable to any
person who participates as an underwriter in the offering or sale of Registrable
Shares or any other person, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with information furnished to
the Company for use in connection with the Registration Statement or the
prospectus contained therein by such Indemnitee or (ii) such Indemnitee's
failure to send or give a copy of the final prospectus furnished to it by the
Company at or prior to the time such action is required by the Securities Act to
the person claiming an untrue statement or alleged untrue statement or omission
or alleged omission if such statement or omission was corrected in such final
prospectus. The obligations of the Company under this Section 5 shall survive
the completion of any offering of Registrable Shares pursuant to a Registration
Statement under this Agreement or otherwise and shall survive the termination of
this Agreement.
6. Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate
with the Company and to furnish to the Company all such information in
connection with the preparation of the Registration Statement and any filings
with any state securities commissions as the Company may reasonably request, (b)
to deliver or cause delivery of the prospectus contained in the Registration
Statement to any purchaser of the shares covered by the Registration Statement
from the Holder, (c) to indemnify the Company, its officers, directors,
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employees, agents, representatives and affiliates, and each person, if any, who
controls the Company within the meaning of the Securities Act, and each other
person, if any, subject to liability because of his connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in either Registration Statement or the
prospectus contained therein, or 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 under which they were made,
not misleading, if and to the extent that such statement or omission arose out
of or was based upon information regarding the Holder or its plan of
distribution which was furnished to the Company by the Holder expressly for use
therein, or (ii) the failure by the Holder to deliver or cause to be delivered
the prospectus contained in the Registration Statement (as amended or
supplemented, if applicable) furnished by the Company to the Holder to any
purchaser of the shares covered by the Registration Statement from the Holder.
Notwithstanding the foregoing, (i) in no event will a Holder have any obligation
under this Section 6 for amounts the Company pays in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder (which consent shall not be unreasonably withheld) and
(ii) the total amount for which a Holder shall be liable under this Section 6
shall not in any event exceed the aggregate proceeds received by him or it from
the sale of the Holder's Registrable Shares in such registration. The
obligations of the Holders under this Section 6 shall survive the completion of
any offering of Registrable Shares pursuant to a Registration Statement under
this Agreement or otherwise and shall survive the termination of this Agreement.
7. Suspension of Registration Requirement.
(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement,
the Company's obligation under this Agreement to use its best efforts to cause
the Registration Statement and any filings with any state securities commission
to be made or to become effective or to amend or supplement the Registration
Statement shall be suspended in the event and during such period pending
negotiations relating to, or consummation of, a transaction or the occurrence of
an event that would require additional disclosure of material information by the
Company in the Registration Statement or such filing, as to which the Company
has a bona fide business purpose for preserving confidentiality or which renders
the Company unable to comply with SEC requirements (such circumstances being
hereinafter referred to as a "Suspension Event") that would make it impractical
or unadvisable to cause the Registration Statement or such filings to be made or
to become effective or to amend or supplement the Registration Statement, but
such suspension shall continue only for so long as such event or its effect is
continuing but in no event will that suspension exceed 60 days. The Company
agrees
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not to exercise the rights set forth in this Section 7(b) more than twice in any
twelve month period and further agrees that the 60-day periods shall be
non-consecutive. The Company shall notify the Holder of the existence of any
Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement filed pursuant to Section 1 hereof agrees, if
requested by the Company in the case of a nonunderwritten offering (a
"Nonunderwritten Offering") or if requested by the managing underwriter or
underwriters in an underwritten offering (an "Underwritten Offering,"
collectively with Nonunderwritten Offering, the "Offering"), not to effect any
public sale or distribution of any of the securities of the Company of any class
included in such Offering, including a sale pursuant to Rule 144 or Rule 144A
under the Securities Act (except as part of such Underwritten Offering), during
the 15-day period prior to, and during the 60-day period (or such longer period
as may be required by the managing underwriter or underwriters) beginning on,
the date of pricing of each Offering, to the extent timely notified in writing
by the Company or the managing underwriters.
8. Black-Out Period. Following the effectiveness of the Registration
Statement and the filings with any state securities commissions, the Holders
agree that they will not effect any sales of the Registrable Shares pursuant to
the Registration Statement or any such filings at any time after they have
received notice from the Company to suspend sales as a result of the occurrence
or existence of any Suspension Event, during any Offering or so that the Company
may correct or update the Registration Statement or such filing pursuant to
Section 2(c) or 2(d). The Holder may recommence effecting sales of the
Registrable Shares pursuant to the Registration Statement or such filings
following further notice to such effect from the Company, which notice shall be
given by the Company not later than five (5) days after the conclusion of any
such Suspension Event or Offering.
9. Additional Shares. The Company, at its option, may register, under any
registration statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued shares of Common Stock
or any shares of Common Stock owned by any other shareholder or shareholders of
the Company.
10. Contribution. If the indemnification provided for in Sections 5 and 6
is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Holder, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material
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fact relates to information supplied by the Company or by the Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided, however, that in no
event shall the obligation of any indemnifying party to contribute under this
Section 10 exceed the amount that such indemnifying party would have been
obligated to pay by way of indemnification if the indemnification provided for
under Sections 5 or 6 hereof had been available under the circumstances.
The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 10 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
11. No Other Obligation to Register. Except as otherwise expressly provided
in this Agreement, the Company shall have no obligation to the Holders to
register the Registrable Shares under the Securities Act.
12. Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented without the prior written consent of the
Company and Holders holding in excess of 50% of the Registrable Shares.
13. Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company at the following
address and to the Holder at the address set forth on his signature page to this
Agreement (or at such other address for any party as shall be specified by like
notice, provided that notices of a change of address shall be effective only
upon receipt thereof), and further provided that in case of directions to amend
the Registration Statement pursuant to Section 2(b) or Section 6, a Holder must
confirm such notice in writing by overnight express delivery with confirmation
of receipt:
If to the Company: Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
Attn: Alan M. Leventhal,
Chief Executive Officer
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With a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attn: Gilbert G. Menna, P.C.
In addition to the manner of notice permitted above, notices given pursuant to
Sections 1, 7 and 8 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
14. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company. This Agreement may
not be assigned by any Holder and any attempted assignment hereof by any Holder
will be void and of no effect and shall terminate all obligations of the Company
hereunder with respect to such Holder; provided, however, that this Agreement
may be assigned to any general or limited partner of a Holder where such partner
is a transferee pursuant to Section 11.3 of the Amended and Restated Agreement
of Limited Partnership of the Operating Partnership of any or all of such
Holder's Units or Registrable Shares.
15. 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.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts made
and to be performed wholly within said State.
17. 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 parties
hereto shall be enforceable to the fullest extent permitted by law.
18. Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and 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,
with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BEACON PROPERTIES CORPORATION
/s/ Charles H. Cremens
---------------------------------
Name: Charles H. Cremens
Title: Senior Vice President
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GREENSBORO ASSOCIATES LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: /s/ David W. Evans
---------------------------------
Name: David W. Evans
Title: General Partner
By: /s/ A.J. Clark
---------------------------------
Name: A.J. Clark
Title: General Partner
By: The Sotweed Corporation, a Delaware
corporation, as general partner
By: /s/ Robert G. Goelet
-----------------------------
Name: Robert G. Goelet
Title: President
By: /s/ Jonathan M. Rather
-----------------------------
Name: Jonathan M. Rather
Title: Treasurer
JOHN MARSHALL ASSOCIATES
LIMITED PARTNERSHIP, a Virginia
limited partnership
By: /s/ David W. Evans
-----------------------------
Name: David W. Evans
Title: General Partner
By: /s/ A.J. Clark
-----------------------------
Name: A.J. Clark
Title: General Partner
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By: The Sotweed Corporation, a
Delaware corporation, as general
partner
By: /s/ Robert G. Goelet
---------------------------
Name: Robert G. Goelet
Title: President
By: /s/ Jonathan M. Rather
---------------------------
Name: Jonathan M. Rather
Title: Treasurer
PIMPERNELL ESTATES LIMITED
PARTNERSHIP, a Virginia limited
partnership
By:Pimpernell Corporation, a Delaware
corporation, as general partner
By: /s/ Robert G. Goelet
---------------------------
Name: Robert G. Goelet
Title: President
By: /s/ Jonathan M. Rather
---------------------------
Name: Jonathan M. Rather
Title: Treasurer
WOODLAND-NORTHRIDGE I LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: /s/ David W. Evans
-------------------------------
Name: David W. Evans
Title: General Partner
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By: /s/ A.J. Clark
---------------------------------
Name: A.J. Clark
Title: General Partner
By:White Swan Oil Corporation, a
Delaware corporation, as general
partner
By: /s/ Jonathan M. Rather
------------------------------
Name: Jonathan M. Rather
Title: Vice President
By:Green Highlander Corporation, a
Delaware corporation, as general
partner
By: /s/ Jonathan M. Rather
------------------------------
Name: Jonathan M. Rather
Title: Vice President
By:Windward Oil and Gas Corporation, a
Texas corporation, as general partner
By: /s/ Gilbert Kerlin
------------------------------
Name: Gilbert Kerlin
Title: President
By:Smoking Tree Corporation, a
Delaware corporation, as general
partner
By: /s/ Robert G. Goelet
------------------------------
Name: Robert G. Goelet
Title: President
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By: /s/ Jonathan M. Rather
------------------------------
Name: Jonathan M. Rather
Title: Treasurer
Each Holder's address: c/o Goelet Corporation
22 East 67th Street
New York, NY 10021
Attn: Jonathan M. Rather
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