Exhibit 10.12


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of •, 2008, by and among
iSTAR ACQUISITION CORP, a Delaware corporation (the “Company”), and the
investors listed on Schedule I attached hereto (each, an “Investor”
and collectively, the “Investors”).


 


WHEREAS,
as of the date hereof, the Investors hold an aggregate of 14,375,000 initial
units of the Company (the “Initial Units”), each Initial Unit consisting
of one share of Common Stock (the “Initial Shares”) and one warrant
exercisable to purchase one share of Common Stock (the “Initial Warrants”);
and


 


WHEREAS,
immediately prior to the completion of the Company’s initial public offering,
the Company will issue in a private placement pursuant to binding agreements
with certain of the Investors an aggregate of 10,000,000 warrants (the “Insider
Warrants”), each exercisable to purchase one share of Common Stock;


 


WHEREAS,
immediately prior to the completion of the Company’s initial public offering,
the Company will issue in a private placement pursuant to a binding agreement
with one of the Investors an aggregate of 25,000,000 units (the “Private
Placement Units’), each Private Placement Unit consisting of one share of
Common Stock (the “Private Placement Shares”) and one warrant
exercisable to purchase one share of Common Stock (the “Private Placement
Warrants);


 


WHEREAS,
immediately prior to the consummation of the Company’s Business Combination,
the Company will issue in a private placement pursuant to a binding agreement with
one of the Investors an aggregate of 25,000,000 units (the “Co-Investment
Units”), each Co-Investment Unit consisting of one share of Common Stock
(the “Co-Investment Shares”) and one warrant exercisable to purchase one
share of Common Stock (the “Co-Investment Warrants”); and


 


WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide
the Investors with certain rights relating to the registration of the Company’s
securities held by them.


 


NOW,
THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.             DEFINITIONS.  The following capitalized terms used herein
have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.


 


“Board”
means the board of directors of the Company.


 


“Business
Combination” shall have the meaning set forth in the Company’s amended and
restated certificate of incorporation, as amended, restated or otherwise
modified from time to time.


 


“Co-Investment
Shares” is defined in the preamble to this Agreement.


 


“Co-Investment
Units” is defined in the preamble to this Agreement.


 


“Co-Investment
Warrants” is defined in the preamble to this Agreement.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.


 

















 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.


 


“Form S-3”
is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial
Shares” is defined in the preamble to this Agreement.


 


“Initial
Units” is defined in the preamble to this Agreement.


 


“Initial
Warrants” is defined in the preamble to this Agreement.


 


“Insider
Warrants”  is defined in the preamble
to this Agreement.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“majority-in-interest”
means holders of at least 50.1% of the Registrable Securities.


 


“Maximum Threshold”
is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.4.


 


“Person”
means an individual, a partnership, a limited liability company, a joint
venture, a corporation, a trust, an unincorporated organization, a government
or any department or agency thereof or any entity similar to any of the
foregoing.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Private
Placement Shares” is defined in the preamble to this Agreement.


 


“Private
Placement Units” is defined in the preamble to this Agreement.


 


“Private
Placement Warrants” is defined in the preamble to this Agreement.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by
preparing and filing a registration statement or similar document in compliance
with the requirements of the Securities Act, and such registration statement
becoming effective.


 


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“Registrable
Securities” mean, collectively, (i) the Initial Units, (ii) the
Initial Unit Shares, (iii) the Initial Warrants, including any shares of
Common Stock issuable upon exercise of the Initial Warrants, (iv) the
Insider Warrants, including any shares of Common Stock issuable upon exercise
of the Insider Warrants, (v) the Private Placement Units, (vi) the
Private Placement Shares, (vii) the Private Placement Warrants, including
any shares of Common Stock issuable upon exercise of the Private Placement
Warrants, (viii) the Co-Investment Units, (ix) the Co-Investment
Shares and (x) the Co-Investment Warrants, including any shares of Common
Stock issuable upon exercise of the Co-Investment Warrants. Registrable
Securities include any warrants, shares of capital stock or other securities of
the Company issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such shares of Common Stock.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when:  (a) a Registration Statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration under the Securities Act; (c) such securities shall have
ceased to be outstanding; or (d) the Registrable Securities are salable
under Rule 144(k).


 


“Registration
Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of the Common Stock or
other securities of the Company (other than a registration statement (a) on
Form S-4 or Form S-8, or their successors, (b) covering only
securities proposed to be issued in exchange for securities or assets of
another entity, (c) for an exchange offer or offering of securities solely
to the Company’s existing stockholders, (d) for an offering of debt that
is convertible into equity securities of the Company, or (e) for a dividend
reinvestment plan).


 


“Release
Date” means (i) in the case of the Initial Units, the Initial Shares,
the Initial Warrants, including any shares of Common Stock issuable upon
exercise of the Initial Warrants, the Co-Investment Units, the Co-Investment Shares
and the Co-Investment Warrants, including any shares of Common Stock issuable
upon exercise of the Co-Investment Warrants, the first anniversary date of the
completion by the Company of a Business Combination and (ii) in the case
of the Insider Warrants, including any shares of Common Stock issuable upon
exercisable of such Insider Warrants, the Private Placement Units, the Private
Placement Shares and the Private Placement Warrants, including any shares of
Common Stock issuable upon exercise of the Private Placement Warrants, the day
of the completion by the Company of a Business Combination.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be in
effect at the time.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making
activities.


 


2.             REGISTRATION
RIGHTS.


 


2.1.          Demand Registration.


 


2.1.1.       Request for Registration.  At any time commencing 90 days prior to the
applicable Release Date, and from time to time thereafter, the holders of at
least a majority-in-interest of the Registrable Securities, on an as-converted
to Common Stock basis, held by the Investors or the permitted transferees of
the Investors, may make a written demand for registration under the Securities
Act of all or part of their Registrable Securities (a “Demand 


 


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Registration”).  Any demand for a Demand Registration shall
specify the number of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof.  The Company will notify all holders of
Registrable Securities of the demand, and each holder of Registrable Securities
who wishes to include all or a portion of such holder’s Registrable Securities
in the Demand Registration (each such holder including Registrable Securities
in such registration, a “Demanding Holder”) shall so notify the Company
in writing within ten (10) days after the receipt by the holder of the
notice from the Company.  The Company may
include in such registration additional securities of the class or classes of
Registrable Securities to be registered thereunder, including securities to be
sold for the Company’s own account or the account of persons who are not
holders of Registrable Securities.  Upon
receipt by the Company of any such notice, the Demanding Holders shall be
entitled to have their Registrable Securities included in the Demand
Registration, subject to Sections 2.1.3, 2.1.4, 3.4 and the provisos set
forth in Section 3.1.1.  The Company
shall not be obligated to effect more than an aggregate of three (3) Demand
Registrations under this Section 2.1.1 in respect of Registrable
Securities.


 


2.1.2.       Effective Registration.  A registration will not count as a Demand
Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company
has complied with all of its material obligations under this Agreement with
respect thereto; provided, however,
that if, after such Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration is
interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless
and until such stop order or injunction is removed, rescinded or otherwise
terminated; provided, further,
that the Company shall not be obligated to file a second Registration Statement
until a Registration Statement that has been filed is counted as a Demand Registration
or is terminated.


 


2.1.3.       Underwritten Offering.  If a majority-in-interest of the Demanding
Holders, on an as-converted to Common Stock basis, so elects and such holders
so advise the Company as part of their written demand for a Demand Registration,
the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering.  In such event, the right of any holder to
include its Registrable Securities in such registration shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such
holder’s Registrable Securities in the underwriting to the extent provided
herein.  All Demanding Holders proposing
to distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest, on an as-converted to
Common Stock basis, of the Demanding Holders initiating the Demand
Registration, which Underwriter or Underwriters shall be reasonably acceptable
to the Company.


 


2.1.4.       Reduction of Offering.  If the managing Underwriter or Underwriters
for a Demand Registration that is to be an underwritten offering advises the
Company and the Demanding Holders in writing that the dollar amount or number
of Registrable Securities which the Demanding Holders desire to sell, taken
together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock or other securities, if
any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other stockholders of the
Company who desire to sell, exceeds the maximum dollar amount or maximum number
of securities that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum
number of securities, as applicable, the “Maximum Threshold”), then the
Company 


 


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shall include in such registration: 
(a) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata
in accordance with the number of Registrable Securities which such Demanding
Holders have requested be included in such registration, regardless of the
number of shares held by each such Person (such proportion is referred to
herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Threshold; (b) second, to the extent that the Maximum Threshold has not
been reached under the foregoing clause (a), the shares of Common Stock or
other securities that the Company desires to sell that can be sold without
exceeding the Maximum Threshold; and (c) third, to the extent that
the Maximum Threshold has not been reached under the foregoing clauses (a) and
(b), the shares of Common Stock or other securities for the account of other
Persons that the Company is obligated to register pursuant to written
contractual arrangements with such Persons and that can be sold without
exceeding the Maximum Threshold; and (d) fourth, to the extent that the
Maximum Threshold has not been reached under the foregoing clauses (a), (b) and
(c), the shares of Common Stock that other shareholders desire to sell that can
be sold without exceeding the Maximum Threshold to the extent that the Company,
in its sole discretion, wishes to permit such sales pursuant to this clause
(d).


 


2.1.5.       Withdrawal.  If a majority-in-interest, on an as-converted
to Common Stock basis, of the Demanding Holders disapproves of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect
to withdraw from such offering by giving written notice to the Company and the
Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with
respect to such Demand Registration.  If
the majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 2.1, provided that the majority-in-interest of the Demanding
Holders electing to so withdraw from the offering pays all costs and expenses
incurred by the Company in connection with such withdrawn Demand Registration.


 


2.1.6.       Permitted Delays.  The Company shall be entitled to postpone,
for up to sixty (60) days, the filing of any Registration Statement under this Section 2.1,
if, (a) at any time prior to the filing of such Registration Statement,
the Board determines, in its good faith business judgment, that such
registration and offering would materially and adversely affect any financing,
acquisition, corporate reorganization, or other material transaction involving
the Company, and (b) the Company delivers to the Demanding Holders written
notice thereof within ten (10) business days of the date of receipt of
such request for Demand Registration; provided that all such periods of
postponement may not exceed 180 days during any 365-day period.  In addition, if the filing of a Registration Statement
under this Section 2.1 at any time would require inclusion in such
Registration Statement of financial statements that are unavailable to the
Company for reasons beyond the Company’s control, the Company may, upon giving
prompt written notice of such action to the Demanding Holders, delay the filing
of such Registration Statement for the shortest possible period of time
determined in good faith by the Company to be necessary for such purpose.


 


2.2.          Piggy-Back
Registration.


 


2.2.1.       Piggy-Back Rights.  If at any time on or after the applicable
Release Date, the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into,
equity securities, by the Company for its own account or for stockholders of
the Company for their account, then the Company shall (a) give written
notice of such proposed 


 


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filing to the holders of Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing
date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, of the
offering, and (b) offer to the holders of Registrable Securities in such
notice the opportunity to register the sale of such number of Registrable
Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “Piggy-Back Registration”).  If at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
Registration Statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to each holder of Registrable Securities and, (x) in the
case of a determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration, and (y) in
the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities.  The
Company shall cause such Registrable Securities to be included in such
registration and shall use reasonable efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same
terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof.  All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that
involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for
such Piggy-Back Registration.


 


2.2.2.       Reduction of Offering.  If the managing Underwriter or Underwriters
for a Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities in writing that the
dollar amount or number of shares of Common Stock or other securities which the
Company desires to sell, taken together with shares of Common Stock or other
securities, if any, as to which registration has been demanded pursuant to
written contractual arrangements with Persons other than the holders of
Registrable Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 2.2, and the shares of
Common Stock or other securities, if any, as to which registration has been
requested pursuant to the written contractual piggy-back registration rights of
other stockholders of the Company, exceeds the Maximum Threshold, then the
Company shall include in any such registration:


 


(a)           If the registration is
undertaken for the Company’s account:  (i) first,
the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Threshold; (ii) second, to
the extent that the Maximum Threshold has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities, as to which registration has been
requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold
without exceeding the Maximum Threshold; (iii) third, to the extent that
the Maximum Threshold has not been reached under the foregoing clauses (i) and
(ii), the shares of Common Stock or other securities for the account of other
Persons that the Company is obligated to register pursuant to written
contractual piggy-back registration rights with such Persons and that can be
sold without exceeding the Maximum Threshold; and


 


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(b)           If the registration is
a “demand” registration undertaken at the demand of Persons other than the
holders of Registrable Securities, (i) first, the shares of Common Stock
or other securities for the account of the demanding Persons that can be sold
without exceeding the Maximum Threshold; (ii) second, to the extent that
the Maximum Threshold has not been reached under the foregoing clause (i),
the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Threshold; (iii) third, to
the extent that the Maximum Threshold has not been reached under the foregoing
clauses (i) and (ii), the shares of Common Stock or other securities,
if any, comprised of Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof, that can be sold without
exceeding the Maximum Threshold; (iv) fourth, to the extent that the
Maximum Threshold has not been reached under the foregoing clauses (i), (ii) and
(iii), the shares of Common Stock or other securities, if any, for the account
of other Persons that the Company is obligated to register pursuant to written
contractual piggy-back registration rights with such Persons that can be sold
without exceeding the Maximum Threshold.


 


2.2.3.       Withdrawal.  Any holder of Registrable Securities may
elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such
request to withdraw prior to the effectiveness of the Registration
Statement.  The Company (whether on its
own determination or as the result of a withdrawal by Persons making a demand
pursuant to written contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement
without thereby incurring any liability to the holders of Registrable
Securities.  Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back Registration as
provided in Section 3.3.


 


2.3.          Registrations on Form S-3.  The holders of Registrable Securities may at
any time and from time to time, request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or any
similar short-form registration which may be available at such time (“Form S-3”);
provided, however,
that (i) the Company shall not be obligated to effect such request through
an underwritten offering and (ii) the Company shall not be obligated to
effect such a request if the Company has within the preceding twelve (12)
months effected a registration on Form S-3.  Upon receipt of such written request, the
Company will give written notice of the proposed registration to all other
holders of Registrable Securities, and, as soon as practicable thereafter,
effect the registration of all or such portion of such holder’s or holders’
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities or other securities of the Company,
if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such
written notice from the Company; provided, however, that the Company shall not be obligated to effect
any such registration pursuant to this Section 2.3:  (a) if Form S-3 is not available
for such offering; or (b) if the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public of less than
$1,000,000.  Registrations effected
pursuant to this Section 2.3 shall not be counted as a Demand Registration
effected pursuant to Section 2.1.


 


2.3.1        Permitted Delays.  The Company shall be entitled to postpone,
for up to sixty (60) days, the filing of any Registration Statement under this Section 2.3,
if (a) at any time prior to the filing of such Registration Statement, the
Board determines, in its good faith business judgment, that such registration
and offering would materially and adversely affect any financing, acquisition,
corporate reorganization, or other material transaction involving the Company,
and 


 


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(b) the Company delivers to the holders of Registrable Securities
requesting a registration written notice thereof within ten (10) business
days of the date of receipt by the Company of such request; provided that all
such periods of postponement may not exceed 180 days during any 365-day
period.  In addition, if the filing of a
Registration Statement under this Section 2.3 at any time would require
inclusion in such Registration Statement of financial statements that are
unavailable to the Company for reasons beyond the Company’s control, the
Company may, upon giving prompt written notice of such action to the holders of
Registrable Securities requesting such registration, delay the filing of such
Registration Statement for the shortest possible period of time determined in
good faith by the Company to be necessary for such purpose.


 


3.             REGISTRATION
PROCEDURES.


 


3.1.          Filings; Information.  Whenever the Company is required to effect
the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its reasonable efforts to effect the registration and sale of
such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as reasonably possible, and in connection
with any such request:


 


3.1.1.       Filing Registration
Statement.  The Company shall, as
expeditiously as reasonably possible and in any event within seventy-five (75)
days after receipt of a demand for registration of Registrable Securities
pursuant to Section 2.1 or Section 2.3, prepare and file with the
Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use reasonable efforts to cause such
Registration Statement to become and remain effective for the period required
by Section 3.1.3; provided, however, that the Company shall have the right to defer any
Demand Registration or Registration Statement on Form S-3 for up to sixty
(60) days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any Registration to which such Piggy-Back Registration relates,
in each case, if the Company shall furnish to the holders a certificate signed
by the Chief Executive Officer or Chairman of the Company stating that, in the
good faith judgment of the Board, it would be materially detrimental to the
Company and its stockholders for such Registration Statement to be effected at
such time; provided, further,
that the Company shall not be obligated to deliver securities and shall not
have penalties for failure to deliver securities, if a Registration Statement
is not effective at the time of exercise by the holder.


 


3.1.2.       Copies.  The Company shall, upon request, prior to
filing a Registration Statement or prospectus in respect of Registrable
Securities, or any amendment or supplement thereto, furnish without charge to
the holders of Registrable Securities included in such registration, and such
holders’ legal counsel, copies of such Registration Statement as proposed to be
filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as the holders of
Registrable Securities included in such Registration or legal counsel for any
such holders may request in order to facilitate the disposition of the
Registrable Securities owned by such holders.


 


3.1.3.       Amendments and
Supplements.  The Company shall use
its reasonable efforts to prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the
provisions of the Securities Act until all Registrable Securities and other
securities covered by 


 


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such Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in such Registration
Statement (which period shall not exceed the sum of one hundred eighty (180)
days plus any period during which any such disposition is interfered with by
any stop order or injunction of the Commission or any governmental agency or
court) or such securities have been withdrawn.


 


3.1.4.       Notification.  After the filing of a Registration Statement,
the Company shall promptly, and in no event more than two (2) business
days after such filing, notify the holders of Registrable Securities included
in such Registration Statement of such filing, and shall further notify such
holders within two (2) business days of the occurrence of any of the
following:  (a) when such
Registration Statement becomes effective; (b) when any post-effective
amendment to such Registration Statement becomes effective; (c) the
issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered); and (d) any request by the
Commission for any amendment or supplement to such Registration Statement or
any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of the
securities covered by such Registration Statement, such prospectus will not
contain an 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
not misleading, and promptly make available to the holders of Registrable
Securities included in such Registration Statement any such supplement or
amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders
of Registrable Securities included in such Registration Statement and to the
legal counsel for any such holders, copies of all such documents proposed to be
filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration Statement or
prospectus or amendment or supplement thereto, including documents incorporated
by reference, to which such holders or their legal counsel shall reasonably
object.


 


3.1.5.       State Securities Laws
Compliance.  The Company shall use
its reasonable efforts to (a) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue
sky” laws of such jurisdictions in the United States as the holders of
Registrable Securities included in such Registration Statement (in light of
their intended plan of distribution) may request and (b) take such action
necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or
advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph or subject itself to taxation in any
such jurisdiction.


 


3.1.6.       Agreements for
Disposition.  The Company shall enter
into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in
order to expedite or facilitate the disposition of such Registrable
Securities.  The representations,
warranties and covenants of the Company in any underwriting agreement which are
made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities 


 


9

















 


included in such Registration Statement.  Such holders of Registrable Securities shall
agree to such representations, warranties, covenants and indemnification and
contribution obligations for selling stockholders as are customarily contained
in agreements of that type used by the Underwriters.


 


3.1.7.       Cooperation.  The principal executive officer of the
Company, the principal financial officer of the Company, the principal
accounting officer of the Company and all other officers and members of the
management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering and all
other offering materials and related documents, and participation in meetings
with Underwriters, attorneys, accountants and potential investors.


 


3.1.8.       Records.  The Company shall make available for
inspection by the holders of Registrable Securities included in such
Registration Statement, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such
Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be 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 of them in connection with such Registration Statement.


 


3.1.9.       Opinions and Comfort
Letters.  If a Registration Statement
in respect of Registrable Securities include an underwritten public offering,
the Company shall furnish to each holder of Registrable Securities included in
such Registration Statement a signed counterpart, addressed to such holder, of (a) any
opinion of counsel to the Company delivered to any Underwriter and (b) any
comfort letter from the Company’s independent public accountants delivered to
any Underwriter.  In the event no legal
opinion is delivered to any Underwriter, the Company shall furnish to each
holder of Registrable Securities included in such Registration Statement, at
any time that such holder elects to use a prospectus, a letter of counsel to
the Company to the effect that the Registration Statement containing such
prospectus has been declared effective and that no stop order is in effect.


 


3.1.10.     Earnings Statement.  The Company shall comply with all applicable rules and
regulations of the Commission promulgated under the Securities Act, and make
available to its stockholders, as soon as practicable but not more than fifteen
(15) months after the effective date of the Registration Statement, an earnings
statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.


 


3.1.11.     Listing.  The Company shall use its reasonable efforts
to cause all Registrable Securities included in any Registration Statement to
be listed on such exchanges or otherwise designated for trading in the same
manner as similar securities issued by the Company are then listed or
designated or, if no such similar securities are then listed or designated, in
a manner satisfactory to the majority-in-interest, on an as-converted to Common
Stock basis, of the holders of Registrable Securities included in such
Registration Statement.


 


3.2.          Obligation to Suspend
Distribution.  Upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3.1.4(d),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3
hereof, upon any suspension by the Company, pursuant to a written insider
trading compliance program adopted by the Board, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the
existence of material non-public 


 


10

















 


information, each holder of Registrable Securities included in any
registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(d) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable,
and, if so directed by the Company, each such holder will deliver to the
Company all copies, other than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


 


3.3.          Registration Expenses.  The Company shall bear all costs and expenses
incurred in connection with (a) subject to Section 2.1.5, any Demand
Registration pursuant to Section 2.1, (b) any Piggy-Back Registration
pursuant to Section 2.2, and (c) any registration on Form S-3
effected pursuant to Section 2.3, and all expenses incurred in performing
or complying with its other obligations under this Agreement, whether or not
the Registration Statement becomes effective, including, without
limitation:  (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing
expenses; (iv) the Company’s internal expenses (including, without
limitation, all salaries and expenses of its officers and employees); (v) the
fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) Financial Industry
Regulatory Authority, Inc. fees; (vii) fees and disbursements of
counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9);
(viii) the fees and expenses of any special experts retained by the
Company in connection with such Registration; and (ix) the reasonable fees
and expenses of one (1) legal counsel selected by the holders of a
majority-in-interest of the Registrable Securities included in such
Registration.  The Company shall have no
obligation to pay any other costs or expenses in the course of the transaction
contemplated hereby, including underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne by such
holders.  Additionally, in an
underwritten offering, all selling stockholders and the Company shall bear the
expenses of the underwriter, pro rata, in
proportion to the respective amount of shares each is selling in such offering.


 


The Company
shall have the right to exclude any holder that does not comply with the
preceding sentence from the applicable Registration.


 


3.4.          Information.  The holders of Registrable Securities shall
provide such information as may reasonably be requested by the Company, or the
managing Underwriter, if any, in connection with the preparation of any
Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the Company’s obligation
to comply with federal and applicable state securities laws.


 


4.             INDEMNIFICATION
AND CONTRIBUTION.


 


4.1.          Indemnification by
the Company.  The Company agrees to
indemnify and hold harmless to the fullest extent permitted by law each
Investor and each other holder of Registrable Securities, and each of their
respective officers, employees, affiliates, directors, partners, members,
attorneys and agents, and each Person, if any, who controls (within the meaning
of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act) an Investor and each other holder of Registrable Securities
(each, an “Investor Indemnified Party”), from and against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several,
arising out of or based upon any untrue statement (or allegedly untrue
statement) of a material fact contained in any Registration Statement under
which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final 


 


11

















 


prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or
arising out of or based upon any omission (or alleged omission) to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Company will not be liable in any such
case to the extent that any such expense, loss, claim, damage or liability
arises out of or is based upon any untrue statement or allegedly untrue
statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by such selling holder expressly for use
therein.


 


4.2.          Indemnification by
Holders of Registrable Securities.  Each selling holder of Registrable Securities
will, in the event that any Registration is being effected under the Securities
Act pursuant to this Agreement of any Registrable Securities held by such
selling holder, indemnify and hold harmless to the fullest extent permitted by
law the Company, each of its directors, officers, employees and agents and each
person who controls the Company within the meaning of the Securities Act and
each underwriter (if any), and each other selling holder and each other Person,
if any, who controls another selling holder or such underwriter within the
meaning of the Securities Act, against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, insofar as such expenses,
losses, judgments, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in Registration Statement, or any amendment or supplement
to the Registration Statement, or arise out of or are based upon any omission (or
alleged omission) to state a material fact required to be stated therein or
necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company by such selling holder expressly for use therein, and
each selling holder of Registrable Securities shall reimburse the Company, its
directors, officers employees and agents and each person who controls the
Company, and each other selling holder or controlling Person for any legal or
other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, judgment, claim, damage, liability or
action.  Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall
be limited to the amount of any net proceeds actually received by such selling
holder.


 


Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of the Company or any indemnified party.


 


4.3.          Conduct of
Indemnification Proceedings. 
Promptly after receipt by any Person of any notice of any expense, loss,
judgment, claim, damage or liability or any action in respect of which
indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any
other Person for indemnification hereunder, notify such other Person (the “Indemnifying
Party”) in writing of the expense, loss, judgment, claim, damage, liability
or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party
shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such
failure.  If the Indemnified Party is
seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all
other Indemnifying Parties, to assume control of the defense thereof with
counsel reasonably satisfactory to the Indemnified Party.  After notice from the Indemnifying Party to
the Indemnified Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the 


 


12

















 


defense thereof other than reasonable costs of investigation; provided, however, that
in any action in which both the Indemnified Party and the Indemnifying Party
are named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the
Indemnified Party and its controlling Persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the reasonable fees and
reasonable expenses of such counsel to be paid by such Indemnifying Party if,
based upon the written opinion of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4.          Contribution.


 


4.4.1.       If the indemnification
provided for in the foregoing Sections 4.1 and 4.2 and 4.3 is unavailable
to any Indemnified Party or insufficient to hold it harmless in respect of any
expense, loss, judgment, claim, damage, liability or action referred to herein,
then each such 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 expense, loss, judgment, claim, damage, liability or action
in such proportion as is appropriate to reflect the relative fault of the
Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action,
as well as any other relevant equitable considerations.  The relative fault of any Indemnified Party
and any Indemnifying Party 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 such Indemnified Party or such Indemnifying Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2.       The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 4.4
were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding Section 4.4.1.


 


4.4.3.       The amount paid or payable
by an Indemnified Party as a result of any expense, loss, judgment, claim,
damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Party in connection with
investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount
in excess of the dollar amount of the net proceeds (after payment of any
underwriting fees, discounts, commissions or taxes) actually received by such
holder from the sale of Registrable Securities which gave rise to such
contribution obligation.  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.


 


13

















 


5.             UNDERWRITING
AND DISTRIBUTION.


 


5.1.          Rule 144.  The Company covenants that it shall use its
reasonable efforts to file any reports required to be filed by it under the
Securities Act and the Exchange Act and shall use its reasonable efforts to
take such further action as the holders of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such Rules may be amended from time to time,
or any similar Rule or regulation hereafter adopted by the Commission.


 


6.             MISCELLANEOUS.


 


6.1.          Other Registration
Rights.  The Company represents and
warrants that no Person, other than a holder of the Registrable Securities, has
any right to require the Company to register any shares of the Company’s
capital stock for sale or to include shares of the Company’s capital stock in
any Registration filed by the Company for the sale of shares of capital stock
for its own account or for the account of any other Person.


 


6.2.          Assignment; No Third
Party Beneficiaries.  This Agreement
and the rights, duties and obligations of the Company hereunder may not be
assigned or delegated by the Company in whole or in part.  This Agreement and the rights, duties and
obligations of the holders of Registrable Securities hereunder may be freely
assigned or delegated by such holder of Registrable Securities in conjunction
with and to the extent of any transfer of Registrable Securities held by any
such holder.  This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each
of the parties hereto and their respective permitted successors and assigns;
provided, however, that no such transfer or assignment shall be binding upon or
obligate the Company to any such assignee unless and until the Company shall
have received written notice of such transfer or assignment as herein provided
and a written agreement of the assignee to be bound by the provisions of this
Agreement.  This Agreement is not
intended to confer any rights or benefits on any Persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3.          Notices.  All notices, demands, requests, consents,
approvals or other communications (collectively, “Notices”) required or
permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served, delivered by
reputable overnight courier service with charges prepaid, or transmitted by
hand delivery, telegram, telex or facsimile, addressed as set forth below, or
to such other address as such party shall have specified most recently by
written notice.  Notice shall be deemed
given on the date of service or transmission if personally served or
transmitted by telegram, telex or facsimile; provided,
however, that if such service or transmission is not on a business day or is
after normal business hours, then such notice shall be deemed given on the next
business day.  Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely
delivery of such notice to a reputable overnight courier service with an order
for next-day delivery.


 


	
   

  	
  To the Company:

  
	
   

  	
   

  
	
   

  	
  iStar Acquisition Corp.

  
	
   

  	
  1114 Avenue of the Americas

  
	
   

  	
  39th Floor

  
	
   

  	
  New York, New York 10036

  
	
   

  	
  Attn: Jay S. Nydick, Chief Executive
  Officer and President

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  



 


14

















 


	
   

  	
  Clifford Chance US LLP

  
	
   

  	
  31 West 52nd Street

  
	
   

  	
  New York, New York 10019

  
	
   

  	
  Attn: Kathleen L. Werner, Esq.

  
	
   

  	
   

  
	
   

  	
  To an Investor, to:

  



 


 The address of such Investor(s) as are
then reflected on the records of the Company.


 


6.4.          Severability.  This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof.  Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible
that is valid and enforceable.


 


6.5.          Counterparts.  This Agreement may be executed by facsimile
and in multiple counterparts, and all of which taken together shall constitute
one and the same instrument.


 


6.6.          Entire Agreement.  This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, understandings, negotiations and
discussions between the parties, whether oral or written.


 


6.7.          Modifications and
Amendments.  The Company may from
time to time supplement or amend this Agreement without the approval of any of
the Investors in order to cure any ambiguity, to correct or supplement any provision
contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder that the Company may deem necessary or desirable
and that the Company, in the exercise of reasonable judgment, determines will
not materially adversely affect the interest of the Investors.  All other modifications or amendments shall
require the written consent of the holders of a majority-in-interest of the
Registrable Securities.


 


6.8.          Titles and Headings.  Titles and headings of sections of this
Agreement are for convenience only and shall not affect the construction of any
provision of this Agreement.


 


6.9.          Waivers and
Extensions.  Any party to this
Agreement may waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement.  Waivers may be made in advance or after the
right waived has arisen or the breach or default waived has occurred.  Any waiver may be conditional.  No waiver of any breach of any agreement or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof nor of any other agreement or provision herein
contained.  No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts.


 


6.10.        Remedies Cumulative.  In the event that the Company fails to
observe or perform any covenant or agreement to be observed or performed under
this Agreement, each Investor or any other holder of Registrable Securities may
proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for
an injunction 


 


15

















 


against the breach of any such term or in aid of the exercise of any
power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to
post a bond.  None of the rights, powers
or remedies conferred under this Agreement shall be mutually exclusive, and
each such right, power or remedy shall be cumulative and in addition to any
other right, power or remedy, whether conferred by this Agreement or now or
hereafter available at law, in equity, by statute or otherwise.


 


6.11.        Governing Law.  This Agreement shall for all purposes be
deemed to be made under and shall be construed in accordance with the laws of
the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another
jurisdiction.  The parties hereto agree
that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District
of New York, and irrevocably submit to such jurisdiction, which jurisdiction
shall be exclusive.  The parties hereto
hereby waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 


6.12.        Waiver of Trial by Jury.  Each party hereto hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of any Investor in the negotiation,
administration, performance or enforcement hereof.


 


[Remainder of page intentionally
left blank]


 


16

















 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered as of the date
first written above.


 


	
   

  	
  iSTAR
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay S.
  Nydick

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTORS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  



 


17