Exhibit
10.3


 


EXECUTION
COPY


 


ESCROWED
SHARES REGISTRATION RIGHTS AGREEMENT


 


This ESCROWED SHARES REGISTRATION RIGHTS AGREEMENT
(this “Agreement”)
is made and entered into December 10, 2003 (the “Effective Date”)  by and between QUIXOTE CORPORATION, a
Delaware corporation (“Quixote”),
and PEEK  CORPORATION, a Delaware
corporation (the “Stockholder”).


 


R E C I T A L S


 


A.            Vision Acquisition
Corporation, a Delaware corporation, is an indirect subsidiary of Quixote and
Peek Traffic Inc., a Delaware corporation, and Peek Traffic System, Inc., a
Florida corporation, are direct subsidiaries of Stockholder;


 


B.            Vision Acquisition
Corporation, Peek Traffic, Inc. and Peek Traffic Systems, Inc. have entered
into an Asset Purchase Agreement dated as of the date hereof (the “Asset Purchase Agreement”).


 


C.            As a condition
precedent to the consummation of the transactions contemplated by the Asset
Purchase Agreement, Quixote has agreed to grant the Stockholder certain Form
S-3 registration rights with respect to those 150,603 shares of Quixote Common
Stock that are issued to the Stockholder or Related Parties (as defined below)
in accordance with the Asset Purchase Agreement and subject to the Escrow
Agreement dated December 10, 2003 (the “Escrow Agreement”) by and among Vision
Acquisition Corporation, Peek Traffic Systems, Inc., Peek Traffic, Inc. and the
named Escrow Agent, subject to the terms and conditions of this Agreement.


 


NOW, THEREFORE, in consideration of the facts
stated in the foregoing recitals and the mutual promises hereinafter set forth,
the parties hereto agree as follows:


 


1.             REGISTRATION
RIGHTS


 


1.1           Certain
Definitions.  For purposes of this
Agreement:


 


(a)           1933 Act.  The term “1933 Act” means the U.S. Securities Act
of 1933, as amended, or any successor law.


 


(b)           1934 Act.  The term “1934 Act”  means the U.S. Securities Exchange Act of 1934, as amended,
or any successor law.


 


(c)           Business Day.  The term “Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in the City of Chicago,
Illinois are authorized or obligated by law or executive order to close.


 

















 


(d)           Form S-3.  The term “Form S-3”  means a registration statement filed under Form S-3 under
the 1933 Act, as such is in effect on the Effective Date, or any successor form
of registration statement under the 1933 Act subsequently adopted by the SEC
which permits inclusion or incorporation of a substantial amount of information
by reference to other documents filed by Quixote with the SEC.


 


(e)           Holder.  The term “Holder” means the Stockholder or any
transferee of record of any Registrable Securities to whom rights under this
Agreement have been duly transferred in accordance with the provisions of this
Agreement.


 


(f)            Notice of Sale.  The term “Notice of Sale”  means a written notice
specifying the intended manner of sale of Registrable Securities and the
identity of the person or entity for whose account the Registrable Securities
will be sold.


 


(g)           Prospectus.  The term “Prospectus”  means any prospectus
contained in a registration statement covering the sale of any Registrable
Securities.


 


(h)           Quixote Common
Stock.  The term “Quixote Common Stock”
means the common stock of Quixote Corporation, par value $0.01 – 2/3 per share.


 


(i)            Registrable
Securities.  The term “Registrable Securities”  means: 
(A) the 150,603 shares of Quixote Common Stock that are deposited as the
Initial Escrowed Shares pursuant to Section 1.1(a) of the Escrow
Agreement; and (B) any shares of Quixote Common Stock that are delivered as
Additional Shares pursuant to Section 1.1(b) of the Escrow Agreement; excluding in all cases, however, from
the definition of “Registrable
Securities” any such shares that:  (1) are Forfeited Shares pursuant to Section 3.2 of the
Escrow Agreement, (2) are effectively registered under the 1933 Act other
than pursuant to a registration statement filed pursuant to this
Agreement and disposed of in accordance with that Registration Statement; (3)
sold pursuant to a registration statement filed pursuant to this Agreement; or
(4) sold pursuant to Rule 144 promulgated under the 1933 Act or otherwise sold
to the public.  Only shares of Quixote
Common Stock shall be Registrable Securities. 
Except as provided in clause (B) of the first sentence of this
Section 1.1(i), without limitation, the term “Registrable Securities”  does  not
include any shares of Quixote Common Stock that were not issued to the
Stockholder in accordance with the Asset Purchase Agreement.


 


(j)            Registration.  The terms “register,” “registered,” and  “registration”
refer to a registration effected by preparing and filing a
registration statement in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement.


 


(k)           Rule 415.  The term “Rule 415”  means Rule 415 promulgated under the 1933 Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC.


 


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(l)            SEC.  The term “SEC” or the term “Commission”  means the U.S. Securities and Exchange
Commission.


 


(m)          Shelf Registration. The term “Shelf Registration” shall mean a
registration effected pursuant to Section 1.2 hereof.


 


(n)           Shelf Registration Statement. 
The term “Shelf Registration
Statement” shall mean a “shelf” registration statement of
Quixote pursuant to the provisions of Section 1.2 of this Agreement
providing for the registration of, and the sale on a continuous or delayed
basis by the holders of, all of the Registrable Securities pursuant to Rule 415
under the 1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.  As the context may require,
“Shelf Registration Statement” shall include any Subsequent Shelf Registration
Statement.


 


Capitalized terms used in this Agreement but not
defined in this Section 1 or elsewhere in this Agreement shall have the
same meanings given to such terms in the Asset Purchase Agreement.


 


1.2           Shelf Registration.


 


(a)           Filing and
Registration Period.  Subject
to the terms and conditions of this Agreement, on or before December 10,
2005,  Quixote shall prepare and file
with the SEC a Shelf Registration Statement on Form S-3 (or, if Quixote fails
to qualify for a Form S-3, such other form as it would then qualify for)
providing for the registration of, and the sale on a continuous or delayed
basis by the holders of, all of the then outstanding Registrable Securities
pursuant to Rule 415, and shall use its reasonable good faith efforts to have
such Shelf Registration Statement declared effective on or before December 10,
2005.  Quixote shall use its reasonable
good faith efforts to keep the Shelf Registration Statement continuously
effective during the period of time commencing on the date the Shelf
Registration Statement is declared effective under the 1933 Act by the SEC (the
“Effectiveness Date”)  and ending on the date that is one  year  after
the Effectiveness Date or such earlier date when there are no more Registrable
Securities (such period of time being hereinafter called the “Registration Period”).  Quixote shall have no duty or obligation to
keep the Shelf Registration Statement (or any Subsequent Registration
Statement, as defined below) effective after the expiration of the Registration
Period. At the time the Shelf Registration Statement is initially declared
effective, each Holder that was a holder as of ten (10) Business Days prior to
the Effectiveness Date shall be named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to comply
with Item 507 of Regulation S-K and any other disclosure laws or regulations
applicable to selling securityholders under the Securities Act.


 


(b)           Subsequent
Registration.  Following the initial filing
and effectiveness of the Shelf Registration Statement, if the Shelf
Registration Statement or


 


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a Subsequent Registration Statement (as defined
below) thereafter ceases to be effective for any reason at any time during the
Registration Period, then Quixote shall use its best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall, within thirty (30) days of such cessation of effectiveness, file
an amendment to the Shelf Registration Statement seeking to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional “shelf” registration statement pursuant to Rule 415 covering all of
the then outstanding Registrable Securities (a “Subsequent Registration Statement”).  If a Subsequent Registration Statement is
filed, Quixote shall use its best efforts to cause the Subsequent Registration
Statement to be declared effective as soon as practicable after such filing and
to keep such registration statement continuously effective until the end of the
Registration Period.


 


(c)           Supplements and
Amendments. Subject to Section 1.2(e), Quixote further agrees to, after the
Effectiveness Date, supplement or amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the
registration form used by Quixote for such Shelf Registration Statement or by
the 1933 Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by any Holder with respect to
information relating to such Holder, including without limitation any action
necessary to identify such Holder as a selling securityholder in the Shelf
Registration Statement and/or to describe such Holder’s intended methods of
distribution of Registrable Securities, and to use its reasonable best efforts
to cause any such supplement to be filed or amendment to become effective and
such Shelf Registration Statement to become usable as soon as thereafter
practicable.  Quixote agrees to furnish
to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.


 


(d)           Notice of Sale;
Timing and Manner of Sale.  Each
Holder of Registrable Securities wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a completed and signed Notice of Sale to Quixote before 5:00 p.m. local
Chicago time on the second Business Day prior to any intended distribution of
Registrable Securities under the Shelf Registration Statement.  A Notice of Sale must indicate the Holder’s
intention to sell Registrable Securities pursuant to the Shelf Registration
Statement (or Subsequent Registration Statement, as applicable) and the
Holder’s intended plan of distribution of such Registrable Securities (which
must conform to the plan of distribution contained in the prospectus for the
Shelf Registration (or Subsequent Registration, as applicable)).  A Notice of Sale shall indicate a period of time,
beginning after the second (2nd) Business Day following the date the Notice of
Sale is delivered and not to exceed sixty (60) days, during which the Holder
intends to sell Registrable Securities (the “Designated Sale Period”). The Holder
may sell Registrable Securities during the Designated Sale Period, unless the
Holder has received a Deferral Notice from Quixote in accordance with
Section 1.2(e).  A new Notice of
Sale must be delivered by Quixote by the Holder after the Designated Sale
Period expires.  A Holder may also sell
Registrable Securities in a bona fide private offering if the selling Holder
provides Quixote with a written opinion of counsel, satisfactory to counsel to
Quixote, that such offer and sale is an exempt transaction under the 1933 Act
and applicable state 


 


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securities laws, complies with all requirements for
such exemption(s) and is not made with use of the prospectus for the Shelf
Registration (or Subsequent Registration, if applicable).


 


 (e)          Deferral Period. If, at the time
Quixote receives a Notice of Sale or otherwise during a Designated Sale Period,
(A) the SEC has issued a stop order suspending the effectiveness of a Shelf
Registration or has initiated proceedings with respect to a Shelf Registration
under Section 8(d) or 8(e) of the 1933 Act, (B) any event has occurred or
any fact exists  (a “Material Event”)
as a result of which any Registration Statement shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any Prospectus shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (C) any pending corporate development has occurred or
exists, the disclosure of which would, in good faith judgment of the Board of
Directors of Quixote, be premature or otherwise inadvisable at such time or
could have a material adverse effect on Quixote or its stockholders,  Quixote
will (i) in the case of clause (B) above, subject to the second succeeding
sentence, as promptly as practicable, prepare and file, if necessary pursuant
to applicable law, a post-effective amendment to such Registration Statement or
a supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and such Prospectus does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
as thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, and, in the case of a post-effective amendment to a
Registration Statement, subject to the second succeeding sentence, use its
reasonable best efforts to cause it to be declared effective as promptly as is
practicable, and (ii) give notice to the Holders that the availability of such
Registration Statement is suspended (a “Deferral Notice”) and, upon
receipt of any Deferral Notice, each Holder agrees not to sell any Registrable
Securities pursuant to such Registration Statement until such Holder’s receipt
of copies of the supplemented or amended Prospectus provided for in clause (i)
above, or until it is advised in writing by Quixote that the Prospectus may be
used, and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in such Prospectus.  Subject to the next sentence, Quixote will
use its reasonable best efforts to ensure that the use of the Prospectus may be
resumed (x) in the case of clause (A) above, as promptly as is practicable, (y)
in the case of clause (B) above, as soon as, in the reasonable judgment of
Quixote, public disclosure of such Material Event would not be prejudicial to
or contrary to the interests of Quixote and (z) in the case of clause (C)
above, as soon as in the reasonable discretion of Quixote, such suspension is
no longer appropriate.


 


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Quixote shall be entitled to exercise its right
under this Section 1.2(e) to suspend the availability of the Shelf
Registration Statement or any Prospectus no more than one (1) time in any six
month period, and any such period during which the availability of the
Registration Statement and any Prospectus is suspended (the “Deferral Period”)
shall not exceed 30 days. The Holders hereby agree that upon receipt of any
Deferral Notice from the Company, each Holder shall, and shall cause each of
its officers, directors, employees, affiliates, advisors, agents and
representatives to, keep confidential all nonpublic information set forth in
such notice including the existence or terms of such Deferral Notice.


 


1.3           Limitations.  Notwithstanding the provisions of
Section 1.2 above, Quixote shall not be obligated to effect any
registration, qualification or compliance of Registrable Securities pursuant to
Section 1.2 of this Agreement, and the Holders shall not be entitled to
sell Registrable Securities pursuant to any registration statement filed under
Section 1.2 of this Agreement, as applicable:


 


(a)           in any particular jurisdiction in which
Quixote would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless Quixote is already subject to service of process in such
jurisdiction; or


 


(b)           if the SEC refuses to declare such
registration effective due to the participation of any particular Holder in
such registration (unless such Holder withdraws all such Holder’s Registrable
Securities from such registration statement); or


 


1.4           Shares Otherwise
Eligible for Resale.  Notwithstanding anything herein
to the contrary, Quixote shall not be obligated to effect or continue to keep
effective any such registration, registration statement, qualification or
compliance with respect to the Registrable Securities held by any particular
Holder:


 


(a)           if Quixote or its legal counsel shall have
received a “no-action” letter or similar written confirmation from the SEC that
all the Registrable Securities then held by such Holder may be resold by such
Holder without registration under the 1933 Act pursuant to the provisions of
Rule 144 promulgated under the 1933 Act (or successor provisions), and without
any volume or manner of sale restrictions;


 


(b)           if legal counsel to Quixote shall deliver a
written opinion to Quixote, its transfer agent and the Holders, in form and
substance reasonably acceptable to Quixote, to the effect that all the
Registrable Securities then held by such Holder may be resold by such Holder
without registration under the 1933 Act pursuant to the provisions of Rule 144
promulgated under the 1933 Act, and without any volume or manner of sale
restrictions; or


 


(c)           after expiration or termination of the
Registration Period.


 


1.5           Eligibility for
Form S-3. Quixote represents and warrants that it is currently eligible to
register the resale of all the Registrable Securities by the Holder on a 


 


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registration statement on Form S-3 under the 1933
Act for the account of the Holder. Quixote shall file all reports required to
be filed by Quixote with the SEC in a timely manner and take all other actions
which may be required so as to maintain such eligibility for the use of Form
S-3.


 


1.6           Expenses.  Quixote shall pay all expenses incident to
Quixote’s performance of its obligations incurred in connection with any
registration effected by Quixote pursuant to this Agreement (excluding
underwriters’ and brokers’ discounts and commissions), including without
limitation all filing, registration and qualification, printers’, legal and
accounting fees, but specifically excluding any legal fees and expenses of
counsel or other advisors retained by the Holders of Registrable Securities
(except as provided in Section 1.7(n)) and any underwriting discounts,
brokerage fees and commissions incurred by Holders of Registrable Securities.


 


1.7           Obligations of
Quixote.  Subject to Sections 1.2, 1.3
and 1.4 above, when required to effect the registration of any Registrable
Securities under the terms of this Agreement, Quixote will:


 


(a)           prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become and remain effective for the
period of the distribution contemplated;


 


(b)           promptly prepare and file with the SEC such
amendments and supplements to such registration statement and Prospectus and in
connection therewith as may be necessary to comply with the provisions of the
1933 Act with respect to the distribution of all Registrable Securities covered
by such registration statement;


 


(c)           furnish to the Holders such number of copies
of the Prospectus relating to the Shelf Registration Statement (or Subsequent
Registration Statement, as applicable), including a preliminary prospectus (and
amendments or supplements thereto), in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by them;


 


(d)           use its best efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as will be reasonably
requested by the Holders; provided
that Quixote will not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such state or jurisdiction unless Quixote is already so
qualified or subject to service of process, respectively, in such jurisdiction;


 


(e)           promptly notify each Holder and if requested
by any such Holder or counsel, confirm such advice in writing when a
Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes


 


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effective, or of the issuance by the SEC or any
state securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose;


 


(f)            promptly notify
each Holder of Registrable Securities covered by such Registration Statement,
at any time during a Designated Sale Period when an event described in Section 1.2(e)
has occurred, which notice may state that it constitutes a Deferral Notice, in
which event the provisions of Section 1.2(e) shall apply.


 


(g)           Holders who hold a majority of the
Registrable Securities included in the Shelf Registration Statement (or
Subsequent Registration Statement) determine to use underwriters as part of
their plan of distribution for the Registrable Securities, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary representations, warranties,
covenants, indemnification and contribution obligations, and legal opinion and
accounting letter delivery requirements, with the underwriters identified by
such Holders;


 


(h)           shall notify each Holder as promptly as
practicable after becoming aware of a Material Event of the happening of such
event and subject to Section 1.2(e), use its best efforts promptly to
prepare a supplement or amendment to the registration statement to correct such
untrue statement or omission, and deliver such number of copies of such
supplement or amendment to each Holder as such Holder may reasonably request;


 


(i)            advise the
Holders, promptly after it shall receive notice or obtain knowledge thereof, of
the issuance of any stop order by the SEC suspending the effectiveness of such
registration statement under the Act or the initiation or threatening of any
proceeding for such purpose, and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order
should be issued;


 


(j)            use its best
efforts to comply with all applicable laws related to such registration
statement and offering and sale of securities and all applicable rules and
regulations of governmental authorities in connection therewith (including,
without limitation, the 1933 Act and the 1934 Act and the rules and regulations
promulgated by the Commission) and make generally available to its security
holders as soon as practicable (but in any event not later than fifteen (15)
months after the effectiveness of such registration statement) an earnings
statement of Quixote and its subsidiaries complying with Section 11(a) of
the 1933 Act;


 


(k)           shall hold in confidence and not make any
disclosure of information concerning an Holder provided to Quixote unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any registration statement, (iii) the
release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of 


 


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competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement,
and further agrees that it shall, upon learning that disclosure of such
information concerning an Holder is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to
such Holder and allow such Holder, at the Holder’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information;


 


(l)            shall use its best
efforts to secure designation and quotation of all the Registrable Securities
covered by the registration statement on the Nasdaq National Market System or,
if, Quixote’s Common Stock is not so authorized for quotation on such system,
such automated quotation system or securities exchange on which Quixote Common
Stock is then quoted or listed;


 


(m)          shall cooperate with the Holders who hold
Registrable Securities being offered to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to any registration statement and
enable such certificates to be in such denominations or amounts, as the Holders
may reasonably request and registered in such names as the Holders may request.
Not later than the date on which any registration statement registering the
resale of Registrable Securities is declared effective, Quixote shall deliver
to its transfer agent instructions, accompanied by any reasonably required
opinion of counsel, that permit sales of unlegended securities in a timely
fashion that complies with then mandated securities settlement procedures for
regular way market transactions;


 


(n)           shall permit a single
firm of counsel, designated as selling shareholders’ counsel by the Holders who
hold a majority of the Registrable Securities being sold, which shall initially
be Allen & Overy (“Designated Counsel”), to review and comment upon the
registration statement(s) and all amendments and supplements thereto a
reasonable period of time prior to their filing with the SEC, and not file any
document in a form to which such counsel reasonably objects.  Quixote shall reimburse the Holders for the
reasonable fees and disbursements of the Designated Counsel for legal services
provided Holders after the Effectiveness Date in connection with registrations
of Registrable Securities under this Agreement; and


 


(o)           shall take all other reasonable actions
necessary to expedite and facilitate disposition by the Holders of Registrable
Securities pursuant to any registration statement.


 


1.8           Furnish
Information.  It shall be a condition
precedent to the obligations of Quixote to take any action pursuant to this
Agreement that the selling Holders will furnish to Quixote such information
regarding themselves, the Registrable Securities held by them, and the intended
method of disposition and plan of distribution of such Registrable Securities
as shall be required to timely effect the registration of their Registrable
Securities.


 


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1.9           Delay of
Registration.  No Holder will have any right
to obtain or seek an injunction restraining or otherwise delaying any
registration that is the subject of this Agreement as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Agreement.


 


1.10         Indemnification.


 


(a)           By Quixote.  To the extent permitted by law, Quixote will
indemnify, defend and hold harmless each Holder against any losses, claims,
damages, or liabilities (joint or several) to which such Holder may become
subject, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) are caused by any of the following statements, omissions or
violations (collectively, a “Violation”):


 


(i)            any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement filed by Quixote pursuant to this Agreement pursuant to
which Registrable Securities are sold, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto;


 


(ii)           the omission or alleged omission to state in
such registration statement, preliminary prospectus or final prospectus or any
amendments or supplements thereto, a material fact required to be stated
therein, or necessary to make the statements therein not misleading; or


 


(iii)          any violation or alleged violation by
Quixote of the 1933 Act, the 1934 Act, any U.S. federal or state securities law
or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any
U.S. federal or state securities law in connection with the offering of
Registrable Securities covered by such registration statement;


 


provided
however, that the indemnity agreement contained in this subsection 1.9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the written consent
of Quixote (which consent shall not be unreasonably withheld), nor shall
Quixote be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon one or more
Violations which occur in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
such Holder, to the extent it is established that any such losses, claims,
damages or liabilities result from the fact that such Holder sold Registrable
Securities to a person to whom there was not sent or given, by or on behalf of
such Holder a copy of the Prospectus (as then amended or supplemented, if
Quixote shall have furnished any amendments or supplements thereto) at or prior
to the written confirmation of the sale of the Registrable Securities to such
person, nor if such losses, claims, damages or liabilities result from an
untrue statement or alleged untrue statement or an omission or alleged omission
contained in such preliminary Prospectus that was corrected in the Prospectus
(as so amended or supplemented), unless such failure is the result of 


 


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noncompliance by Quixote with its obligations to
deliver copies of the Prospectus to such Holder; nor shall this indemnity inure
to the benefit of any Holder, from whom the person asserting any such losses,
claims, damages or liabilities purchased the Registrable Securities concerned
to the extent it is established that, at the time of such purchase, such Holder
had received written notice from Quixote that the use of such Prospectus was
suspended as provided in this Agreement.


 


(b)           By Selling Holders.  To the extent permitted by law, each selling
Holder will indemnify and hold harmless Quixote, each of its directors, each of
its officers who have signed the registration statement, each person, if any,
who controls Quixote within the meaning of the 1933 Act, any underwriter and
any other Holder selling securities under such registration statement, against
any losses, claim, damages or liabilities (joint or several) to which Quixote
or any such director, officer, controlling person, underwriter or other such
Holder may become subject insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
one or more Violations, in each case to the extent (and only to the extent)
that such Violations occur in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will indemnify and reimburse Quixote or any
such director, officer, controlling person, underwriter or other Holder for any
reasonable attorneys’ fees and other expenses reasonably incurred by Quixote or
any such director, officer, controlling person, underwriter or other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action, as incurred; provided
however, that the indemnity agreement contained in this
subsection 1.10(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the indemnifying Holder, which consent shall not be
unreasonably withheld; and provided
further that the total amounts payable in indemnity by a Holder
under this subsection 1.10(b) in respect of any Violation shall not exceed
the net proceeds received by such Holder in the registered offering out of
which such Violation arises.


 


(c)           Notice.  Promptly after receipt by an indemnified
party under this Section 1.10 of notice of the commencement of any action
(including any governmental action) against such indemnified party, such
indemnified party will, if a claim for indemnification or contribution in
respect thereof is to be made against any indemnifying party under this
Section 1.10, deliver to the indemnifying party a written notice of the
commencement thereof and, if the indemnifying party is Quixote, Quixote shall
have the right and obligation to control the defense of such action, and if
Quixote fails to defend such action it shall indemnify and reimburse the
Selling Holders for any reasonable attorneys’ fees and other expenses
reasonably incurred by them in connection with investigating or defending such
action; provided  however,
that:  (i) Quixote shall also have the
right, at its option, to assume and control the defense of any action with
respect to which Quixote or any person entitled to be indemnified by the
Selling Holders under Section 1.10(b) is entitled to indemnification from
the Selling Holders; (ii) the indemnified party or parties shall have the right
to participate at its own expense in the defense of such action and (but only
to the extent agreed in writing with Quixote and 


 


11

















 


any other
indemnifying party similarly noticed) to assume the defense thereof with
counsel mutually satisfactory to the parties; and (iii) an indemnified party
shall have the right to retain its own counsel, with the fees and expenses of
such counsel to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to an actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such
proceeding.  The failure of an
indemnified party to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if prejudicial to the
ability of the indemnifying party to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.10, but the omission so to deliver written notice to the
indemnifying party will not relieve the indemnifying party of any liability
that it may have to any indemnified party otherwise than under this
Section 1.10.


 


(d)           Survival.  The obligations of Quixote and Holders under
this Section 1.10 shall survive the completion of any offering of
Registrable Securities in a registration statement pursuant to this Agreement,
and otherwise.


 


1.11         Duration and
Termination of Quixote’s Obligations. 
Quixote will have no obligations pursuant to Section 1.2 of this
Agreement with respect to any Notice of Sale or other request or requests for
registration (or inclusion in a registration) made by any Holder or to maintain
or continue to keep effective any registration or registration statement
pursuant hereto:  (a) after the
expiration or termination of the Registration Period; (b) with respect to a
particular Holder if, in the opinion of counsel to Quixote, all such
Registrable Securities proposed to be sold by such Holder may be sold without
registration under the 1933 Act pursuant to Rule 144 promulgated under the 1933
Act and without any volume or manner of sale restrictions; or (c) if all
Registrable Securities have been registered and sold pursuant to a registration
effected pursuant to this Agreement and/or have been transferred in
transactions in which registration rights hereunder have not been assigned in
accordance with this Agreement.


 


1.12         Rule 144
Requirements.  Quixote agrees to:


 


(a)           file with the SEC in a timely manner all
reports and other documents required of it under the Securities Act and the
1934 Act; and


 


(b)           furnish to any Holder of Registrable
Securities upon request (i) a written statement as to its compliance with the
requirements of Rule 144(c) and the reporting requirements of the 1933 Act and
the 1934 Act, (ii) a copy of its most recent annual or quarterly report, and
(iii) such other reports and documents of Quixote as such Holder may reasonably
request to avail itself of any similar rule or regulation of the SEC allowing
himself, herself or itself to sell any such securities without registration.


 


2.             TRANSFER
OF REGISTRATION RIGHTS


 


The rights to cause Quixote to register
Registrable Securities pursuant to this Agreement may be assigned by a Holder
only in connection with the transfer of the 


 


12

















 


Registrable
Securities to which such registration rights relate (A) to a Holder Affiliate
without the prior written consent of Quixote or (B) to any other person with
the prior written consent of Quixote, which may not be unreasonably withheld; provided, however, that no such transfer
shall be effective unless (i) a transferor shall, within ten (10) days after
such transfer, furnish to Quixote written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned and (ii) such transferee shall agree in
writing to be subject to all restrictions and obligations set forth in this
Agreement and in the Standstill Agreement dated as of the date of this
Agreement between Quixote and the original Holder.  A “Holder Affiliate” for purposes of this Section 2 is a
transferee or assignee of Registrable Securities that is (a) a subsidiary,
parent, general partner, limited partner, retired partner, member or retired
member, or stockholder of a Holder, (b) a family member of such Holder or trust
for the benefit of such an individual, or (c) is an entity affiliated by common
control (or other related entity) with such Holder.


 


3.             GENERAL
PROVISIONS


 


3.1           Notices.  All notices, requests, payments,
instructions, or other documents to be given hereunder shall be in writing or
by written telecommunication, and shall be deemed to have been duly given if
(i) delivered personally (effective upon delivery), (ii) mailed by registered
or certified mail, return receipt requested, postage prepaid (effective five
business days after dispatch), (iii) sent by a reputable, established courier
service that guarantees next business day delivery (effective the next business
day), or (iv) sent by facsimile or electronic mail, followed within 24 hours by
confirmation by one of the foregoing methods (effective upon the first business
day after receipt of the facsimile or electronic mail in complete, readable
form).  Notices to each party shall be
addressed as set forth below (or to such other address as the recipient party
may have furnished to the sending party for the purpose pursuant to this
Paragraph 3.1).


 


If to Quixote:


 


Quixote Corporation


One East Wacker Drive


Chicago, Illinois 
60601


Facsimile No.: (312) 467-0197


Attention:  Leslie
J. Jezuit


 


With a copy to:


 


Holland & Knight LLC


131 S. Dearborn Street, 30th Floor


Chicago, Illinois 60603


Facsimile No.: (312) 578-6666


Attention: 
Anne Hamblin Schiave


 


13

















 


If to Stockholder:


 


Peek Corporation


2511 Corporate Way


Palmetto, FL 
34221


Attn: Andy Roake, CEO


Facsimile: 941-365-0837


 


With a copy

(which shall

not constitute

notice) to:                            Allen & Overy


1221 Avenue of the Americas


New York, NY 10020


Attn:  Hugh
McDonald


Facsimile: 
212-610-6399


 


or at such other address as
the party to be served with notice may have furnished in writing to the party
seeking or desiring to serve notice as a place for the service of notice.


 


3.2           Entire Agreement.  This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings, duties or obligations between the parties with
respect to the subject matter hereof.


 


3.3           Amendment of
Rights.  Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Quixote and Holders who own a
majority of all the Registrable Securities then outstanding.  Any amendment or waiver effected in
accordance with this Section 3.3 shall be binding upon each Holder, each
permitted successor or assignee of each Holder and Quixote.


 


3.4           Governing Law.  This Agreement shall be governed by,
construed and enforced under the internal laws (without regard to principles of
conflicts of laws) of the State of Illinois. 
Any legal action, suit or proceeding arising out of or relating to this
Guaranty or the transactions contemplated hereby shall be instituted
exclusively in the courts of the State of Illinois, located in the City of
Chicago or, provided subject matter jurisdiction exists, in the United States
Federal Court for the Northern District of Illinois, located in Chicago,
Illinois, and each party hereto agrees not to assert as a defense in any such
action, suit or proceeding, any claim that it is not subject personally to the
jurisdiction of such courts, that its property is exempt or immune from
attachment or execution, that the action, suit or proceeding is brought in an
inconvenient forum, that the venue of the action, suit or proceeding is
improper or that this Agreement or the subject matter hereof may not be
enforced in or by such court.  Each
party further 


 


14

















 


irrevocably submits to the exclusive jurisdiction
of such courts in any such action, suit or proceeding.


 


3.5           Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, then such provision(s) will
be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and will be enforceable in
accordance with its terms.


 


3.6           No Third Party
Beneficiaries.  Nothing in this Agreement,
express or implied, is intended to confer upon any person, other than the
parties hereto and their permitted successors and assigns, any rights or
remedies under or by reason of this Agreement.


 


3.7           Captions.  The headings and captions to sections of
this Agreement have been inserted for identification and reference purposes
only and will not be used to construe or interpret this Agreement.


 


3.8           Counterparts.  This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.


 


3.9           Effectiveness of
Agreement.  Regardless of when signed,
this Agreement will not become effective or binding unless and until the Closing
as such term is defined in the Asset Purchase Agreement.


 


[Signature Page Follows]


 


15

















 


[Signature Page to Escrowed
Shares Registration Rights Agreement]


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement effective as of the Effective Date.


 


	
  QUIXOTE CORPORATION

  	
   

  	
  PEEK CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ LESLIE JEZUIT

  	
   

  	
  By:

  	
   /s/
  ANDREW ROAKE

  
	
  Title:

  	
   President

  	
   

  	
  Its:

  	
  Director

  
						



 


16

















 


Exhibit A


 


to


 


Escrowed Shares
Registration Rights Agreement


 


 


	
  Name and Address

  of Stockholder

  	
   

  	
  Number of Registrable Securities

  Owned By the Stockholder

  
	
   

  	
   

  	
   

  
	
  Peek Corporation

  2511 Corporate Way

  Palmetto, Florida  34221

  	
   

  	
  150,603

  



 


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