EX-10.6 Form of Registration Rights Agreement



 





EXHIBIT 10.6




IDEATION ACQUISITION CORP.



[FORM OF REGISTRATION RIGHTS AGREEMENT]




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of                     ,
2007, by and among Ideation Acquisition Corp., a Delaware corporation (the “Company”) and
the Persons listed on Schedule A hereto (each an “Investor” and collectively, the
“Investors”).



     WHEREAS, the Investors collectively beneficially own 2,500,000 shares (the “Initial
Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), and 2,400,000 warrants (the “Insider Warrants” and together with the Initial
Shares and the shares of Common Stock issuable upon exercise of the Insider Warrant, the
“Insider Securities”), each to purchase one share of Common Stock, all of which were
acquired by private placement and are currently held of record by the Investors;



     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 Insider Securities;



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



ARTICLE I

DEFINITIONS




     1.1. Defined Terms. As used in this Agreement, the following terms shall have the
following meanings:



     “Adverse Disclosure” means public disclosure of material non-public information, which
disclosure, in the good faith judgment of the chief executive officer or principal financial
officer of the Company after consultation with counsel to the Company, (i) would be required to be
made in any Registration Statement or prospectus in order for the applicable Registration Statement
or prospectus not to contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein (in the case of any prospectus and any preliminary
prospectus, in light of the circumstances under which they were made) not misleading, (ii) would
not be required to be made at such time if the Registration Statement were not being filed and
(iii) the Company has a bona fide business purpose for not publicly making it.



     “Agreement” has the meaning set forth in the preamble hereto.



     “business day” means any day, except a Saturday, Sunday or legal holiday on which the
banking institutions in the City of New York are authorized or obligated by law or executive order
to close.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” has the meaning set forth in the recitals.



     “Company” has the meaning set forth in the preamble and shall include the Company’s
successors by merger, acquisition, reorganization or otherwise.



     “Demand Registration” has the meaning set forth in Section 2.1(a).



     “Demanding Holder” has the meaning set forth in Section 2.1(a).



     “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 from
time to time.



 









 





     “Form S-3” has the meaning set forth in Section 2.3.



     “holder” or “holders” means any holder or holders of Registrable Securities
who is a party hereto or who otherwise agrees in writing to be bound by the provisions of this
Agreement pursuant to Section 3.3.



     “Initial Business Combination” has the meaning set forth in the Company’s Amended and
Restated Certificate of Incorporation.



     “Initial Shares” has the meaning set forth in the recitals.



     “Insider Securities” has the meaning set forth in the recitals.



     “Insider Warrants” has the meaning set forth in the recitals..



     “Insider Warrant Shares” means the shares of Common Stock issuable upon exercise of
the Insider Warrants.



     “Investor” has the meaning set forth in the preamble hereto.



     “Loss” has the meaning set forth in Section 2.7.



     “Maximum Number of Securities” has the meaning set forth in Section 2.1(g).



     “NASD” means the National Association of Securities Dealers, Inc.



     “Option Securities” has the meaning set forth in Section 2.1(g).



     “Person” shall be construed as broadly as possible and shall include an individual,
corporation, association, partnership (including a limited liability partnership or a limited
liability limited partnership), limited liability company, estate, trust, joint venture,
unincorporated organization or a government or any department, agency or political subdivision
thereof.



     “Piggy-Back Registration” has the meaning set forth in Section 2.2(a).



     “Pro Rata” has the meaning set forth in Section 2.1(g).



     “Registrable Securities” means the Initial Shares, the Insider Warrants and the
Insider Warrant Shares, in each case after their respective Trigger Dates; provided, however, that
any of the foregoing securities shall cease to be Registrable Securities to the extent that (i) a
Registration Statement with respect to their sale has been declared effective under the Securities
Act and they have been sold, transferred, disposed of or exchanged pursuant to such Registration
Statement, (ii) they have been otherwise transferred pursuant to Rule 144 under the Securities Act
(or any similar rule or regulation then in force), new certificates for them not bearing a legend
restricting transfer under the Securities Act shall have been delivered by the Company and they may
be publicly resold without volume or method of sale restrictions without registration under the
Securities Act or (iii) they have ceased to be outstanding. For purposes of this Agreement, the
Initial Shares and the Insider Warrant Shares shall together constitute one “class” of Registrable
Securities and the Insider Warrants shall constitute another class of Registrable Securities,
provided that no Registrable Securities shall be part of the relevant class until the Trigger Date
for such Registrable Securities. A “percentage” (or a “majority”) of the Registrable Securities or
any class thereof (or, where applicable, of any other securities) shall be determined based on the
total number of such securities outstanding at the relevant time.



     “registration” means a registration of the Company’s securities for sale to the public
under a Registration Statement.



2









 





     “Registration Statement” means any registration statement (other than a registration
statement on Form S-4 or Form S-8) of the Company for a public offering of the Company’s securities
filed with, or to be filed with, the SEC under the rules and regulations promulgated under the
Securities Act, including the prospectus, amendments and supplements to such registration
statement, including post-effective amendments, and all exhibits and all material incorporated by
reference in such registration statement.



     “Trigger Date” means, with respect to the Insider Warrants and Insider Warrant Shares,
the date that the Company consummates an Initial Business Combination, and with respect to the
Initial Shares, the date that is nine months after the date that the Company consummates an Initial
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 from time
to time.



     “Underwritten Offering” means a registration in which securities of the Company are
sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.



     “Unit Purchase Option” has the meaning set forth in Section 2.1(g).



ARTICLE II

REGISTRATION RIGHTS




     2.1. Demand Registration.



          (a) Demand by Holders.



               (i) At any time and from time to time on or after the applicable Trigger Date, the holders of
not less than a majority of any class of the Registrable Securities may make a written request to
the Company for registration of all or part of such class of Registrable Securities held by those
holders; provided that the estimated market value of the Registrable Securities of all classes to
be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration
shall be referred to as a “Demand Registration.” Each request for a Demand Registration
shall specify the class(es) and aggregate amount(s) of Registrable Securities to be registered and
the intended method(s) of distribution thereof.



               (ii) Within five (5) business days following receipt of any request for a Demand Registration,
the Company shall deliver written notice of such request to all other holders of Registrable
Securities of the class or classes to be registered. Subject to Sections 2.1(e) and 2.1(g), the
Company shall include in such Demand Registration any additional Registrable Securities of each
such class which the holder or holders thereof have requested in writing be included in such Demand
Registration, provided that all such requests have been received by the Company within ten (10)
business days of the Company’s having sent the applicable notice to such holder or holders (each
such holder including Registrable Securities in such Demand Registration, a “Demanding
Holder”). All such requests shall specify the class and aggregate amount of Registrable
Securities to be registered and the intended method(s) of distribution. The Company may include in
such registration additional securities of the class or classes of the Registrable Securities to be
registered thereunder, including securities to be sold for the Company’s own account or for the
account of Persons who are not holders of Registrable Securities.



               (iii) As promptly as practicable, and, in any event, within sixty (60) days following receipt
of a request for a Demand Registration, the Company shall file a Registration Statement relating to
such Demand Registration and thereafter the Company shall use its reasonable best efforts to cause
such Registration Statement to be declared effective under the Securities Act.



          (b) Limitation on Demand Registrations. In no event shall the Company be required to
effect more than two (2) Demand Registrations, only one of which may be effected prior to the last
of the Trigger Dates. In addition, the Company shall not be required to file a Registration
Statement for a Demand Registration at any time during the 12-month period following the effective
date of another Registration Statement filed pursuant to this Section 2.1.



3









 





          (c) Effective Registration. The Company shall be deemed to have effected a Demand
Registration if the applicable Registration Statement is declared effective by the SEC and remains
effective for not less than 180 days (or such shorter period as will terminate when all Registrable
Securities covered by such Registration Statement have been sold or withdrawn) and the Company has
complied with all of its 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 SEC 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, (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and (ii) holders of a
majority of the relevant class or classes of Registrable Securities thereafter elect to continue
the offering; 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.



          (d) Demand Withdrawal. A holder may withdraw its Registrable Securities from a Demand
Registration at any time. If all holders withdraw, or holders withdraw Registrable Securities from
a Demand Registration in such amounts that the Registrable Securities of all classes that remain
covered by the relevant Registration Statement have an estimated market value of less than
$500,000, the Company shall cease all efforts to secure registration and such registration shall
not be deemed a Demand Registration for purposes of this Section 2.1.



          (e) Suspension of Registration. If the filing, initial effectiveness or continued use
of a Registration Statement in respect of a Demand Registration at any time would require the
Company to make an Adverse Disclosure or would require the 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, delay
the filing or initial effectiveness of, or suspend use of, such Registration Statement for the
shortest possible period of time determined in good faith by the Company to be necessary for such
purpose. In the event the Company exercises its rights under the preceding sentence, the holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the
prospectus relating to the Demand Registration in connection with any sale or offer to sell
Registrable Securities and agree not to disclose to any other Person the fact that the Company has
exercised such rights or any related facts. The Company shall immediately notify the holders of the
expiration of any period during which it exercised its rights under this Section 2.1(e).



          (f) Underwritten Offering. If the holders of not less than a majority of any class of
Registrable Securities that is included in any offering pursuant to a Demand Registration so elect,
the offering of all of the Registrable Securities of that class shall be in the form of an
Underwritten Offering and the right of any holder to include Registrable Securities of that class
in the Demand Registration shall be conditioned upon such holder’s participation in the
Underwritten Offering. The Company shall have the right to select the managing underwriter or
underwriters for the offering. All holders proposing to distribute their Registrable Securities
through such an underwriting shall enter into an underwriting agreement in customary form with the
underwriter(s) selected for such underwriting.



          (g) Reduction of Offering. If the managing underwriter or underwriters of a proposed
Underwritten Offering of a class of Registrable Securities included in a Demand Registration,
inform the holders of such Registrable Securities and the Company in writing that, in its or their
opinion, the number of securities of such class requested to be included in such Demand
Registration, including securities of the Company for its own account or for the account of other
Persons who are not holders of Registrable Securities that the Company desires to sell and any
securities as to which registration has been requested pursuant to written piggy-back registration
rights, exceeds the maximum dollar amount or maximum number of securities, as applicable, that can
be sold in such offering without being likely to have a significant adverse effect on the price,
timing or distribution of the class of securities offered or the market for the class of securities
offered (such maximum dollar amount or maximum number of securities, as applicable, the
“Maximum Number of Securities”), then the Company shall include in such registration:



               (i) first, Registrable Securities as to which Demand Registration has been requested by the
Demanding Holders, in an amount up to but not exceeding the Maximum Number of Securities (allocated
pro rata in accordance with the number of shares or other securities that each such Person has
requested be included in



4









 





such registration, regardless of the number of Registrable Securities held by each such Person
(such proportion is referred to herein as “Pro Rata”));



               (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Securities;



               (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), securities registrable pursuant to the terms of the Unit
Purchase Option issued or to be issued to Lazard Capital Markets or LLC in connection with the
Company’s initial public offering (the “Unit Purchase Option,” and such registrable
securities, the “Option Securities”) as to which “piggy-back” registration has been
requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number
of Shares; and



               (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), 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 Number of Securities.



          To the extent that any Registrable Securities requested to be registered are excluded pursuant
to the foregoing provisions, the holders shall have the right to one additional Demand Registration
under this Section 2.1.



     2.2. Piggy-Back Registration.



          (a) Piggy-Back Rights.



               (i) If at any time on or after the date that the Company consummates an Initial Business
Combination, the Company proposes to file a Registration Statement with respect to any offering of
its securities for its own account or for the account of any holders of its securities (or by the
Company and by security holders of the Company, including, without limitation, pursuant to Section
2.1 hereof), other than (A) a registration of securities relating solely to an offering and sale to
employees or directors of the Company pursuant to any employee stock plan or other employee benefit
plan arrangement, (B) a registration on Form S-4 or S-8 or any successor form to such forms, (C) an
exchange offer or offering of securities solely to the Company’s existing shareholders, (D) an
offering of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or
(F) solely in connection with a merger, consolidation or non-capital raising bona fide business
transaction, then, as soon as practicable (but in no event less than ten (10) business days prior
to the proposed date of filing such Registration Statement), the Company shall give written notice
of such proposed filing to all holders of Registrable Securities, which notice shall describe the
amount and class 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 such notice shall offer the holders of such Registrable Securities the opportunity to
register such number of Registrable Securities as each such holder may request in writing (a
“Piggy-Back Registration”). Subject to Section 2.2(b), the Company shall include in such
Registration Statement all such Registrable Securities requested to be included therein within five
(5) business days after the receipt by such holder of any such notice, on the same terms and
conditions as any similar securities of the Company. 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.



               (ii) If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering,
then each holder making a request for its Registrable Securities to be included therein must, and
the Company shall use its reasonable best efforts to make such arrangements with the underwriters
so that each such



5









 





holder may, participate in such Underwritten Offering on the same terms and conditions as the
Company and other Persons selling securities in such Underwritten Offering. If the offering
pursuant to such registration is to be on any other basis, then each holder making a request for a
Piggy-Back Registration pursuant to this Section 2.2(a) must participate in such offering on such
basis.



               (iii) Each holder of Registrable Securities shall be permitted to withdraw all or part of such
holder’s Registrable Securities from a Piggy-Back Registration by giving written notice to the
Company prior to the effectiveness of the Registration Statement.



          (b) Reduction of Piggy-Back Registration. If the managing underwriter or underwriters
of any proposed Underwritten Offering of a class of securities included in a Piggy-Back
Registration (or in the case of a Piggy-Back Registration not being underwritten, the Company)
informs the holders of Registrable Securities of any class sought to be included in such
registration in writing that, in its or their opinion, the total amount or kind of securities which
such holders and any other Persons intend to include in such offering exceeds the number which can
be sold in such offering without being likely to have a significant adverse effect on the price,
timing or distribution of the class or classes of the securities offered or the market for the
class or classes of securities offered or the Company’s common stock, then the securities of each
class to be included in such registration shall be allocated as follows:



               (i) if the registration is undertaken for the Company’s account: (x) first, the securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of
Securities; (y) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (x), Registrable Securities and Option Securities, as to which
registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of the holders of such securities, Pro Rata, that can be sold without exceeding
the Maximum Number of Securities; and (z) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (x) and (y), 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
Number of Securities;



               (ii) if the registration is a demand registration undertaken at the demand of holders of
Option Securities, (w) first, securities for the account of the demanding persons, Pro Rata, that
can be sold without exceeding the Maximum Number of Securities; (x) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (w), the securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of
Securities; (y) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (w) and (x), Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum
Number of Securities; and (z) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (w), (x) and (y), 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 Number of Securities;
and



               (iii) if the registration is a demand registration undertaken at the demand of Persons with
demand rights pursuant to a written contractual arrangement other than this Agreement or the Unit
Purchase Option, (w) first, securities for the account of the demanding Persons that can be sold
without exceeding the Maximum Number of Securities; (x) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (w), securities that the
Company desires to sell and that can be sold without exceeding the Maximum Number of Securities;
(y) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (w) and (x), Registrable Securities and Option Securities, as to which
registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of the holders of such securities, Pro Rata, that can be sold without exceeding
the Maximum Number of Securities; and (z) fourth, to the extent that the Maximum Number of
Securities have not been reached under the foregoing clauses (w), (x) and (y), 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
Number of Securities.



6









 





     2.3. Registrations on Form S-3.



          (a) Filing. The holders of Registrable Securities may at any time and from time to
time on or after the applicable Trigger Date, request in writing that the Company register the
resale of any or all of such Registrable Securities on Form S-3 or a successor or other
appropriate, similar short-form registration statement which may be available at such time
(“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such
registration through an Underwritten Offering and (ii) the Company shall not be obligated to effect
such registration 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 promptly 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 of any other holder or holders joining in such request as are
specified in a written request given within ten (10) business 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: (i) if Form S-3 is not available for such offering;
or (ii) 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 at an aggregate offering price to the public of less than $500,000. Registrations
effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.



          (b) Suspension of Registration. If the filing, initial effectiveness or continued use
of Form S-3 at any time would require the Company to make an Adverse Disclosure or would require
the inclusion in such Form S-3 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, delay the filing or initial effectiveness of, or suspend use of, the Form
S-3 for the shortest period of time determined in good faith by the Company to be necessary for
such purpose. In the event the Company exercises its rights under the preceding sentence, the
holders agree to suspend, immediately upon their receipt of the notice referred to above, their use
of the prospectus relating to the registration on such Form S-3 in connection with any sale or
offer to sell Registrable Securities and agree not to disclose to any other Person the fact that
the Company has exercised such rights or any related facts. The Company shall immediately notify
the holders upon the expiration of any period during which it exercised its rights under this
Section 2.3(b).



     2.4. Registration Procedures.



          (a) In connection with the Company’s registration obligations in this Agreement, the Company
will, subject to the limitations set forth herein, use its reasonable best efforts to effect any
such registration so as to permit the sale of the applicable Registrable Securities in accordance
with the intended method or methods of distribution thereof as expeditiously as reasonably
practicable, and in connection therewith the Company will:



               (i) before filing a Registration Statement or prospectus, 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 and the prospectus included in such Registration Statement (including each preliminary
prospectus), each amendment and supplement to such Registration Statement and such other documents
as the holders of Registrable Securities included in such registration or legal counsel for any
such holders may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such holders;



               (ii) prepare and file with the SEC such amendments or supplements to the applicable
Registration Statement or prospectus as may be (A) reasonably requested by any participating holder
(to the extent such request relates to information relating to such holder), (B) necessary to keep
such registration effective for the period of time required by this Agreement or (C) reasonably
requested by the holders of a majority of any class of the participating Registrable Securities;



               (iii) notify the selling holders of Registrable Securities and the managing underwriter or
underwriters, if any, and (if requested) confirm such advice in writing, as soon as reasonably
practicable after notice thereof is received by the Company (A) when the applicable Registration
Statement or any amendment thereto has been filed or becomes effective and when the applicable
prospectus or any amendment or supplement



7









 





thereto has been filed, (B) of any written comments by the SEC or any request by the SEC or
any other federal or state governmental authority for amendments or supplements to such
Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC
or any other governmental agency or court of any stop order suspending the effectiveness of such
Registration Statement or any order preventing or suspending the use of any preliminary or final
prospectus or the initiation or threat of any proceedings for such purposes and (D) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the
Registrable Securities for offering or sale in any jurisdiction or the initiation or threat of any
proceeding for such purpose;



               (iv) promptly notify each selling holder of Registrable Securities and the managing
underwriter or underwriters, if any, when the Company becomes aware of the happening of any event
as a result of which the applicable Registration Statement or prospectus (as then in effect)
contains any untrue statement of a material fact or omits to state a material fact necessary to
make the statements therein (in the case of the prospectus and any preliminary prospectus, in light
of the circumstances under which they were made) not misleading or, if for any other reason it
shall be necessary to amend or supplement such Registration Statement or prospectus in order to
comply with the Securities Act and, in either case as promptly as reasonably practicable
thereafter, prepare and file with the SEC an amendment or supplement to such Registration Statement
or prospectus which will correct such statement or omission or effect such compliance;



               (v) make every reasonable effort to prevent or obtain at the earliest possible moment the
withdrawal of any stop order with respect to the applicable Registration Statement or other order
suspending the use of any preliminary or final prospectus;



               (vi) promptly incorporate in a prospectus supplement or post-effective amendment to the
applicable Registration Statement such information as the managing underwriter or underwriters, if
any, or the holders of a majority of the Registrable Securities of the class being sold agree
should be included therein relating to the plan of distribution with respect to such Registrable
Securities; and make all required filings of such prospectus supplement or post-effective amendment
as soon as reasonably practicable after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment;



               (vii) furnish to each selling holder of Registrable Securities and each managing underwriter,
if any, without charge, as many conformed copies as such holder or managing underwriter may
reasonably request of the applicable Registration Statement;



               (viii) deliver to each selling holder of Registrable Securities and each managing underwriter,
if any, without charge, as many copies of the applicable prospectus (including each preliminary
prospectus) as such holder or managing underwriter may reasonably request (its being understood
that the Company consents to the use of the prospectus by each of the selling holders of
Registrable Securities and the underwriter or underwriters, if any, in connection with the offering
and sale of the Registrable Securities covered by the prospectus) and such other documents as such
selling holder or managing underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities by such holder or underwriter;



               (ix) on or prior to the date on which the applicable Registration Statement is declared
effective, use its reasonable best efforts to register or qualify such Registrable Securities for
offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the
United States, as any such selling holder or underwriter, if any, or their respective counsel
reasonably requests in writing, and do any and all other acts or things reasonably necessary or
advisable to keep such registration or qualification in effect so as to permit the commencement and
continuance of sales and dealings in such jurisdictions for as long as may be necessary to complete
the distribution of the Registrable Securities covered by the Registration Statement; provided,
however, that the Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would subject it to
taxation or general service of process in any such jurisdiction where it is not then so subject;



               (x) cooperate with the selling holders of Registrable Securities and the managing underwriter,
underwriters or agent, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends;



8









 





               (xi) not later than the effective date of the applicable Registration Statement, provide a
CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed
certificates for the Registrable Securities which certificates shall be in a form eligible for
deposit with The Depository Trust Company;



               (xii) obtain (if requested) for delivery to the holders of each class of Registrable
Securities being registered and to the underwriter or underwriters, if any, an opinion or opinions
from counsel for the Company dated the effective date of the Registration Statement or, in the
event of an Underwritten Offering, the date of the closing under the underwriting agreement, in
customary form, scope and substance, at a minimum to the effect that the Registration Statement has
been declared effective and that no stop order is in effect, which counsel and opinions shall be
reasonably satisfactory to a majority of the holders of each such class and underwriter or
underwriters, if any, and their respective counsel;



               (xiii) in the case of an Underwritten Offering, obtain for delivery to the Company and the
underwriter or underwriters, if any, with copies to the holders of Registrable Securities included
in such registration, such cold comfort letter(s) from the Company’s independent registered public
accounting firm in customary form and covering such matters of the type customarily covered by cold
comfort letters as the managing underwriter or underwriters reasonably request;



               (xiv) cooperate with each seller of Registrable Securities and each underwriter or agent, if
any, participating in the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with the NASD;



               (xv) use its reasonable best efforts to comply with all applicable rules and regulations of
the SEC and make generally available to its security holders, as soon as reasonably practicable
(but not more than 15 months) after the effective date of the applicable Registration Statement, an
earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules
and regulations promulgated thereunder;



               (xvi) cause all Registrable Securities of a class covered by the applicable Registration
Statement to be listed on each securities exchange on which any of the Company’s securities of such
class are then listed or quoted and on each inter-dealer quotation system on which any of the
Company’s securities of such class are then quoted;



               (xvii) make available upon reasonable notice at reasonable times and for reasonable periods
for inspection by a representative appointed by the holders of a majority of the Registrable
Securities of each class covered by the applicable Registration Statement, by any managing
underwriter or underwriters participating in any disposition to be effected pursuant to such
Registration Statement and by any attorney, accountant or other agent retained by such sellers or
any such managing underwriter, all pertinent financial and other records, pertinent corporate
documents and properties of the Company, and cause all of the Company’s officers, directors and
employees and the independent public accountants who have certified its financial statements to
make themselves available to discuss the business of the Company and to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection
with such Registration Statement as shall be necessary to enable them to exercise their due
diligence responsibility (subject to the entry by each party referred to in this clause (xviii)
into customary confidentiality agreements in a form reasonably acceptable to the Company); and



               (xviii) in the case of an Underwritten Offering, cause senior executive officers of the
Company to participate in customary “road show” presentations that may be reasonably requested by
the managing underwriter in any such Underwritten Offering and otherwise to facilitate, cooperate
with, and participate in each proposed offering contemplated herein and customary selling efforts
related thereto.



          (b) The Company may require each selling holder of Registrable Securities as to which any
registration is being effected to furnish to the Company such information regarding the
distribution of such securities and such other information relating to such holder and its
ownership of the applicable Registrable Securities as the Company may from time to time reasonably
request. Each holder of Registrable Securities agrees to furnish such information to the Company
and to cooperate with the Company as necessary to enable the Company



9









 





to comply with the provisions of this Agreement. The Company shall have the right to exclude
any holder that does not comply with the preceding sentence from the applicable registration.



     2.5. Obligation to Suspend Distribution.



          (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities
that, upon receipt of any notice from the Company of the happening of any events of the kind
described in Sections 2.4(a)(iii)(C), 2.4(a)(iii)(D) (in any applicable state) or 2.4(a)(iv), such
holder will discontinue disposition of its Registrable Securities pursuant to the Registration
Statement, in the case of Section 2.4(a)(iv), until the holder receives copies of the supplemented
or amended prospectus contemplated by Section 2.4(a)(iv), or in any case until the holder is
advised in writing by the Company that the use of the prospectus may be resumed, and receives
copies of any additional or supplemental filings that are incorporated by reference in the
prospectus and, if so directed by the Company, the holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such holder’s possession,
of the prospectus covering such Registrable Securities that are current at the time of the receipt
of such notice. In the event that the Company shall give any such notice in respect of a Demand
Registration, the period during which the applicable Registration Statement is required to be
maintained effective shall be extended by the number of days during the period from and including
the date of the giving of such notice to and including the date when each seller of Registrable
Securities covered by such Registration Statement either receives the copies of the supplemented or
amended prospectus contemplated by Section 2.4(a)(iv) or is advised in writing by the Company that
the use of the prospectus may be resumed.



          (b) In the case of a resale registration on Form S-3 pursuant to Section 2.3, upon any
suspension by the Company, pursuant to a written insider trading compliance program adopted by the
Company’s board of directors, 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 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 the restriction on the ability of “insiders” to transact in the
Company’s securities is removed.



     2.6. Registration Expenses.



          (a) The Company shall pay all of the expenses set forth in this paragraph (a) in connection
with a registration under this Agreement of Registrable Securities. Such expenses are (i) all
registration and filing fees, and any other fees and expenses associated with filings required to
be made with the SEC or the NASD, (ii) all fees and expenses of compliance with state securities or
“blue sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile
and delivery expenses (including expenses of printing certificates for the Registrable Securities
in a form eligible for deposit with The Depository Trust Company and of printing prospectuses),
(iv) all fees and disbursements of counsel for the Company and of all independent certified public
accountants of the Company, (v) Securities Act liability insurance or similar insurance if the
Company so desires and (vi) all fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange or the quotation of the Registrable Securities on
any inter-dealer quotation system. In addition, in all cases the Company shall pay its internal
expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any audit and the fees and expenses of any
other Persons retained by the Company, including any special experts. In addition, the Company
shall pay all reasonable fees and disbursements not to exceed $50,000 of one law firm or other
counsel selected by the holders of a majority of the Registrable Securities being registered.



          (b) The Company shall not be required to pay any other costs or expenses in the course of the
transactions contemplated hereby, including underwriting discounts and commissions and transfer
taxes attributable to the sale of Registrable Securities and the fees and expenses of any counsel
to any holder of Registrable Securities other than as provided pursuant to the last sentence of the
preceding paragraph (a), or of counsel to the underwriters.



     2.7. Indemnification.



          (a) Indemnification by the Company. The Company agrees to indemnify and hold
harmless, to the full extent permitted by law, each holder of Registrable Securities and their
respective officers, directors,



10









 





employees, advisors and agents and each Person who controls (within the meaning of the
Securities Act or the Exchange Act) such Persons from and against any and all losses, claims,
damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified
party is a party thereto) and expenses (including reasonable costs of investigation and legal
expenses), joint or several (each, a “Loss” and collectively “Losses”), arising out
of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Securities were registered under the Securities
Act (including any final, preliminary or summary prospectus contained therein or any amendment
thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in
light of the circumstances under which they were made) not misleading; provided, however, that the
Company shall not be liable to any indemnified party in any such case to the extent that any such
Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any such Registration Statement in reliance upon and in conformity with
written information furnished to the Company by such holder expressly for use in the preparation
thereof; and provided, further, that the Company will not be liable to any indemnified party in any
case to the extent that any such Loss arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in any final, preliminary or summary
prospectus if such untrue statement or alleged untrue statement or omission or alleged omission is
corrected in an amendment or supplement to such prospectus which has been made available to the
holders and the relevant holder of Registrable Securities fails to deliver such prospectus as so
amended or supplemented, if such delivery is required under applicable law or the applicable rules
of any securities exchange, prior to or concurrently with the sales of the Registrable Securities
to the Person asserting such loss, claim, damage, liability or expense. This indemnity shall be in
addition to any liability the Company may otherwise have.



          (b) Indemnification by the Holders. Each selling holder of Registrable Securities
agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by
law, the Company, its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from any
untrue statement of a material fact or any omission of a material fact required to be stated in the
Registration Statement under which such Registrable Securities were registered under the Securities
Act (including any final, preliminary or summary prospectus contained therein or any amendment
thereof or supplement thereto or any documents incorporated by reference therein), or necessary to
make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the
circumstances under which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission had been contained in any information furnished in writing
by such selling holder to the Company specifically for inclusion in such Registration Statement and
was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable
Securities to the Person asserting such loss, claim, damage, liability or expense. This indemnity
shall be in addition to any liability such holder may otherwise have. 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. In no event shall the liability of any selling holder of Registrable Securities
hereunder be greater in amount than the dollar amount of the proceeds received by such holder under
the sale of the Registrable Securities giving rise to such indemnification obligation.



          (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification
hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided, however, that any delay or failure to so notify the
indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the
extent, if at all, that it is actually and materially prejudiced by reason of such delay or
failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to
indemnification hereunder shall have the right to select and employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or
expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a
reasonable time after having received notice of such claim from the Person entitled to
indemnification hereunder and to employ counsel reasonably satisfactory to such Person, (C) in the
reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest
exists between such Person and the indemnifying party with respect to such claims or (D) based on
advice of counsel, the indemnified party has reasonably concluded that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those
available to the indemnifying party such that the indemnifying



11









 





party’s assumption of defense of the indemnified party would be likely to adversely affect the
defense of the indemnified party (in which case, if the Person notifies the indemnifying party in
writing that such Person elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of such claim on
behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying
party will not be subject to any liability for any settlement made without its consent, but such
consent may not be unreasonably withheld; provided, however, that an indemnifying party shall not
be required to consent to any settlement involving the imposition of equitable remedies or
involving the imposition of any material obligations on such indemnifying party other than
financial obligations for which such indemnified party will be indemnified hereunder. If the
indemnifying party assumes the defense, the indemnifying party shall have the right to settle such
action without the consent of the indemnified party; provided, however, that the indemnifying party
shall be required to obtain such consent (which consent shall not be unreasonably withheld) if the
settlement includes any admission of wrongdoing on the part of the indemnified party or any
restriction on the indemnified party or its officers or directors. No indemnifying party shall
consent to entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of an
unconditional release from all liability in respect to such claim or litigation. The indemnifying
party or parties shall not, in connection with any proceeding or related proceedings, be liable for
the reasonable fees, disbursements and other charges of more than one separate firm at any one time
for all such indemnified party or parties unless (x) the employment of more than one counsel has
been authorized in writing by the indemnifying party or parties, (y) a conflict or potential
conflict exists or may exist (based on advice of counsel to an indemnified party) between such
indemnified party and the other indemnified parties or (z) based on advice of counsel, an
indemnified party has reasonably concluded that there may be legal defenses available to it that
are different from or in addition to those available to the other indemnified parties, in each of
which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of
such additional counsel or counsels.



          (d) Contribution. If for any reason the indemnification provided for in the
paragraphs (a) and (b) of this Section 2.7 is unavailable to an indemnified party or insufficient
to hold it harmless as contemplated by paragraphs (a) and (b) of this Section 2.7, then the
indemnifying party shall contribute to the amount paid or payable by the indemnified party as a
result of such Loss in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. Notwithstanding anything in this Section 2.7(d) to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this Section 2.7(d) to
contribute any amount in excess of the amount by which the net proceeds received by such
indemnifying party from the sale of Registrable Securities in the offering to which the Losses of
the indemnified parties relate exceeds the amount of any damages which such indemnifying party has
otherwise been required to pay by reason of such untrue statement or omission. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 2.7(d) were
determined by pro rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding paragraph. 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. If indemnification is available under this Section 2.7, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Sections 2.7(a) and 2.7(b)
hereof without regard to the relative fault of said indemnifying parties or indemnified party.



12









 





     2.8. Rule 144. The Company covenants that it shall use its best efforts to file any
reports required to be filed by it under the Securities Act and the Exchange Act and shall 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.



ARTICLE III

MISCELLANEOUS




     3.1. Term. This Agreement shall terminate upon earlier of (i) the tenth anniversary
of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities
have been sold pursuant to a Registration Statement (but in no event prior to the applicable period
referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B) the holders are
permitted to sell their Registrable Securities under Rule 144(k) under the Securities Act (or any
similar provision then in force permitting the sale of restricted securities without limitation on
the amount of securities sold or the manner of sale). The provisions of Section 2.7 shall survive
any termination.



     3.2. Notices. All notices, other communications or documents provided for or
permitted to be given hereunder, shall be made in writing and shall be given either personally by
hand-delivery, by facsimile transmission, by mailing the same in a sealed envelope, registered
first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing
overnight delivery:




			
	          (a)	 	if to the Company, to:


Ideation Acquisition Corp.

100 North Crescent Drive

Beverly Hills, California 90210


with a copy to:


Akerman Senterfitt

One SE Third Avenue, 25th Floor

Miami, FL 33131

Attention: Teddy D. Klinghoffer





          (b) if to an Investor, to the address set forth below such Investor’s name on the signature
page hereto.



     Each holder, by written notice given to the Company in accordance with this Section 3.2, may
change the address to which notices, other communications or documents are to be sent to such
holder. All notices, other communications or documents shall be deemed to have been duly given: (i)
at the time delivered by hand, if personally delivered; (ii) when receipt is acknowledged by
addressee, if by facsimile transmission; (iii) five business days after having been deposited in
the mail, postage prepaid, if mailed by first class mail; or (iv) on the first business day with
respect to which a reputable air courier guarantees delivery; provided, however, that notices of a
change of address shall be effective only upon receipt.



     3.3. Successors, Assigns and Transferees.



          (a) The registration rights of any holder under this Agreement with respect to any Registrable
Securities may be transferred and assigned, provided, however, that no such assignment shall be
binding upon or obligate the Company to any such assignee unless and until the Company shall have
received notice of such assignment as herein provided and a written agreement of the assignee to be
bound by the provisions of this Agreement. Any transfer or assignment made other than as provided
in the first sentence of this Section 3.3 shall be null and void.



13









 





          (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.



     3.4. Governing Law. This Agreement shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be construed in accordance with the
internal laws of said State.



     3.5. Headings. The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.



     3.6. Severability. Whenever possible, each provision or portion of any provision of
this Agreement will be interpreted in such manner as to be effective and valid under applicable law
but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of any provision in
such jurisdiction, and this agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any provision had never been
contained therein.



     3.7. Amendment; Waiver.



          (a) This Agreement may not be amended or modified and waivers and consents to departures from
the provisions hereof may not be given, except by an instrument or instruments in writing making
specific reference to this Agreement and signed by the Company and the holders of a majority of
Registrable Securities of each class then outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment, modification, waiver or consent
authorized by this Section 3.7(a), whether or not such Registrable Securities shall have been
marked accordingly.



          (b) The waiver by any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a further or continuing waiver of such breach or as a waiver of any
other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part
of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or
otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor
shall any single or partial exercise of such right, power or remedy by such party preclude any
other or further exercise thereof or the exercise of any other right, power or remedy.



     3.8. Counterparts. This Agreement may be executed in any number of separate
counterparts and by the parties hereto in separate counterparts each of which when so executed
shall be deemed to be an original and all of which together shall constitute one and the same
agreement.



[Signature Page Follows]




14









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	IDEATION ACQUISITION CORP.

 	 
	 	By:  	 
 	 
	 	 	Name:  	Robert N. Fried 	 
	 	 	Title:  	President and Chief Executive Officer 	 



15









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	FROST GAMMA INVESTMENTS TRUST





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



16









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	ROBERT N. FRIED



Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 




Fax:

 	 
	 	 
 	 
	 	Robert N. Fried 	 
	 	 	 



17









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	RAO UPPALURI





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Rao Uppaluri 	 
	 	 	 



18









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	STEVEN D. RUBIN





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Steven D. Rubin 	 
	 	 	 



19









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	JANE HSIAO





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Jane Hsiao 	 
	 	 	 



20









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	THOMAS E. BEIER



Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Thomas E. Beier 	 
	 	 	 



21









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	SHAWN GOLD





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Shawn Gold 	 
	 	 	 



22









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	DAVID H. MOSKOWITZ





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	David H. Moskowitz 	 
	 	 	 



23









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	THOMAS H. BAER





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Thomas H. Baer 	 
	 	 	 



24









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	JARL MOHN





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	 
 	 
	 	Jarl Mohn 	 
	 	 	 



25









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	NAUTILUS TRUST DTD 9/10/99





Address:



                                                                                    
 

                                                                                    
 

                                                                                    
 






Fax:

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	  
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



26









 






	 	 	 	 	 



Schedule A




Frost Gamma Investments Trust




Robert N. Fried




Rao Uppaluri




Steven D. Rubin




Jane Hsiao




Thomas E. Beier




Shawn Gold




David H. Moskowitz




Thomas H. Baer




Jarl Mohn




Nautilus Trust dtd 9/10/99





27