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EXHIBIT 99.1
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
BY AND AMONG
BOSTON PROPERTIES, INC., BOSTON PROPERTIES LIMITED PARTNERSHIP
AND THE
HOLDERS NAMED HEREIN
April 30, 1999
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TABLE OF CONTENTS
Page
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1. Certain Definitions......................................... 3
2. Disposition Restrictions.................................... 6
3. Registration................................................ 9
4. State Securities Laws....................................... 14
5. Expenses.................................................... 14
6. Indemnification by the Company.............................. 14
7. Covenants of Holders........................................ 15
8. Indemnification Procedures.................................. 16
9. Suspension of Registration Requirement; Restriction on Sales 17
10. Black-Out Period............................................ 18
11. Additional Shares........................................... 18
12. Contribution................................................ 18
13. Amendments and Waivers...................................... 19
14. Notices..................................................... 19
15. Successors and Assigns...................................... 20
16. Counterparts................................................ 20
17. Governing Law............................................... 20
18. Severability................................................ 20
19. Entire Agreement............................................ 20
SCHEDULE A
LIST OF HOLDERS.................................................. 23
SCHEDULE B
LIST OF PERMITTED DISTRIBUTEES................................... 24
SCHEDULE C
LANDIS GROUP..................................................... 25
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REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This Registration Rights and Lock-Up Agreement (this "Agreement") is
entered into as of April 30, 1999 by and among Boston Properties, Inc., a
Delaware corporation (the "Company"), Boston Properties Limited Partnership, a
Delaware limited partnership (the "Partnership" and, with the "Company,"
collectively, the "Acquiror"), and the Persons whose names are set forth on
Schedule A hereto (each a "Holder" and, collectively, the "Holders").
WHEREAS, the Holders have received on the date hereof units of limited
partnership interest in the Partnership denominated as "Common Units" and/or
"Series One Preferred Units" (collectively, "Units"), pursuant to that certain
Contribution Agreement dated June 30, 1998 among the Partnership and the parties
defined as "Landis Parties" therein (the "Contribution Agreement");
WHEREAS, the Units are being issued to the Holders in a private placement
transaction and accordingly constitute restricted securities;
WHEREAS, upon the presentation of Common Units (including Common Units
acquired upon conversion of Series One Preferred Units) for redemption in
accordance with the terms hereof and the terms of the Limited Partnership
Agreement of the Partnership, the Common Units may be acquired by the Company
for shares of the Company's common stock, par value $.01 per share ("Common
Shares"), and the Company has agreed to provide certain registration rights to
the Holders in respect of such Common Shares and the Holders have agreed to
certain restrictions on the transferability and redemption of the Units and such
Common Shares;
WHEREAS, it is a condition precedent under the Contribution Agreement that
each of the Company, the Partnership and the Holders enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Certain Definitions.
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As used in this Agreement, the following capitalized terms shall have the
following meanings (such definitions to be equally applicable to both the
singular and plural forms of the terms defined):
"Competitor" means a Person that directly or indirectly controls the
management of more than 1,000,000 net rentable square feet of commercial real
estate assets and that is
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substantially engaged in the business of owning and operating commercial (i.e.,
non-residential) real estate for occupancy by third party tenants; provided,
that in the context of a bona fide pledge of Units or Common Shares to a
commercial bank, savings and loan institution, investment bank or similar
lending or financial institution that does not principally or primarily engage
in the ownership and operation of commercial (i.e., non-residential) real
estate, such bank or institution shall not be deemed to be a Competitor.
"Dispose" and "Disposition" means any offer, pledge, sale, contract to
sell, grant of an option to sell or other disposition, whether direct or
indirect; provided, that redemption of the Units, the exchange or conversion of
the Preferred Units into Common Units or Common Units into Common Shares and any
exchange of Common Shares or Units in a merger, reorganization, recapitalization
or other similar transaction with respect to the Partnership shall not be
included in this definition.
"The Landis Group" means collectively Alan B. Landis and the other persons
or entities listed on Schedule C hereto, and any transferee thereof who is
required to become a party to this Agreement in accordance with the terms
hereof, so long as such person holds Common Shares or Units, unless the Company
consents otherwise in writing.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"NASD" means the National Association of Securities Dealers, Inc.
"Permitted Distributee" means a direct or indirect holder of equity
interests in a Holder that is listed on Schedule B hereto and that has delivered
to the Company a Representation Letter (as defined in the Contribution
Agreement).
"Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.
"Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Shares covered by such Registration Statement, and by
all other amendments and supplements to such prospectus, including post-
effective amendments, and in each case including all material incorporated by
reference therein.
"Registrable Shares" (a) when used with respect to a Holder, shall mean the
Shares of such Holder, excluding (i) Shares for which a Registration Statement
relating to the issuance or sale thereof shall have become effective under the
Securities Act and which have been issued or disposed of under such Registration
Statement, (ii) Shares sold pursuant to Rule 144 or
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(iii) Shares eligible for sale pursuant to Rule 144(k) (or any successor
provision) and (b) when used without reference to a Holder, shall mean the
Registrable Shares of all Holders.
"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all SEC, stock exchange or NASD registration and filing fees; (ii) all fees
and expenses incurred in connection with compliance with state securities or
"blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualification of any of the Registrable Shares and
the preparation of a Blue Sky Memorandum) and compliance with the rules of the
NASD; (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement; (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Shares on any
securities exchange or exchanges pursuant to Section 5 hereof; and (v) the fees
and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audit or "cold
comfort" letters required by or incident to such performance and compliance.
Registration Expenses shall specifically exclude underwriting discounts and
commissions relating to the sale or disposition of Registrable Shares by a
selling Holder, the fees and disbursements of counsel representing a selling
Holder, and transfer taxes, if any, relating to the sale or disposition of
Registrable Shares by a selling Holder, all of which shall be borne by such
Holder in all cases.
"Registration Statement" shall mean any registration statement of the
Company which covers the issuance or resale of any of the Registrable Shares on
an appropriate form, 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 materials
incorporated by reference therein.
"Rule 144" shall mean Rule 144 under the Securities Act (or any successor
provision).
"Rule 144 Transaction" means a transfer of Shares (A) complying with Rule
144 under the Securities Act as such rule is in effect on the date of such
transfer (but only including a sale pursuant to a "brokered transaction" as
defined in clauses (1) and (2) of paragraph (g) of such rule as in effect on the
date hereof) and (B) occurring at a time when Shares are registered pursuant to
Section 12 of the Exchange Act (or any successor to such Section).
"Securities Act" shall mean the Securities Act of 1933, as amended.
"SEC" shall mean the Securities and Exchange Commission.
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"Shares" (a) when used with respect to a Holder, shall mean any Common
Shares issued or issuable to the Holder upon redemption or in exchange for
Common Units which are held by such Holder and which Common Units were issued by
the Partnership pursuant to the Source Agreements (or upon conversion of Series
One Preferred Units which were issued by the Partnership pursuant to the Source
Agreements), and (b) when used without reference to a Holder, shall mean the
Shares of all Holders; provided, that any Common Shares issued in respect of
Shares as a stock dividend or in connection with a stock split, reorganization,
reclassification, merger, consolidation or similar event shall also be deemed to
be "Shares" for purposes of this Agreement.
"Source Agreements" means (i) the Contribution Agreement and (ii) the
Properties Under Development Contribution Agreement and the Development
Agreement referred to in the Contribution Agreement.
"Underwriting Limit Number" means one-half of the total number of Common
Shares that are issuable upon conversion and exchange of all Units issued under
the Source Agreements (as adjusted to reflect any splits, conversions or the
like after the date hereof).
"Volume Limit Number" means one-third of the total number of Common Shares
that are issuable upon conversion and exchange of all Units issued under the
Source Agreements (as adjusted to reflect any splits, conversions or the like
after the date hereof).
2. Disposition Restrictions.
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(a) Non-Redemption Period. Each Holder hereby agrees that for a period of
three hundred seventy-five (375) days after the date hereof (the "Non-Redemption
Period") or, if later, the date of issuance of such Unit, such Holder will not
seek the redemption of the Common Units which were issued by the Partnership
pursuant to the Source Agreements or upon conversion of the Series One Preferred
Units, and prior to the expiration of such period the Partnership and the
Company will be under no obligation to recognize with respect thereto the
redemption rights under Article 8 of the Partnership Agreement of the
Partnership. Commencing on the 375th day after the date hereof, all such Common
Units shall be redeemable, at the option of each Holder thereof, all in
accordance with the exchange features and other rights, preferences and
privileges more particularly provided in the Limited Partnership Agreement of
the Partnership.
(b) Lock-Up Period. Each Holder hereby agrees that for a period of one
year after the date hereof (the "Lock-Up Period"), it will not Dispose of any
Units without the written consent of the Company, which consent may be withheld
in its sole discretion; provided, however, that, subject to Sections 2(d), (e)
and (f), such Holder may:
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(i) Dispose of Units to a Permitted Distributee;
(ii) Dispose of Units pursuant to a grant of a pledge or security
interest in a bona fide transaction with an unrelated and
unaffiliated person who is not known by the transferor to be a
Competitor at the time such interest is granted;
(iii) Dispose of Units to a Holder who is not known by the transferor
at the time of such Disposition to be a Competitor; and
(iv) Dispose of Units on his or her death to such Holder's estate,
executor, administrator or personal representative or to such
Holder's beneficiaries pursuant to a devise or bequest or by
laws of descent and distribution;
and provided, further, that the transferor shall, in connection with any
Disposition, at the reasonable request of the Company, provide evidence
reasonably satisfactory to the Company that the transfer is exempt from the
registration requirements of the Securities Act.
(c) After expiration of the Lock-up Period, each Holder agrees that it will
not Dispose of any Units, except that (subject to Sections 2(d), (e) and (f)):
(i) a Holder who is a natural person may Dispose of Units to
his or her spouse, siblings, grandparents, parents (or spouses of such
persons) or any natural or adopted children or other descendants or to
any trust in which any such family members or such Holder retains a
majority of the beneficial interest or to a Person with respect to
which such Holder together with such Holder's family members maintains
and continues to maintain a majority of the voting and economic
interests;
(ii) a Holder that is a corporation, partnership, limited
liability company, joint venture or other business entity may Dispose
of Units to one or more Persons who have an ownership interest in such
Holder or to one or more other entities that are majority owned and
controlled, legally and beneficially, by such Holder or by one or more
of the Persons who have an ownership interest in such Holder;
(iii) a Holder may Dispose of Units as a gift or other
transfer without consideration;
(iv) a Holder may Dispose of Units pursuant to a pledge,
grant of security interest or other encumbrance effected in a bona
fide transaction with
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an unrelated and unaffiliated person who is not known by such holder
at the time of such Disposition to be a Competitor;
(v) a Holder may Dispose of Units to any other Holder, in
any transaction of a type permitted under Section 2(b), to any
institutional investor who represents that it is acquiring such Units
in the ordinary course of business and without the purpose or effect
of influencing control of the Company or the Partnership, to the
Company, and with the written consent of the Company (such consent not
to be unreasonably withheld or delayed);
provided, however, that in the case of any transfer of Shares or Units pursuant
to clauses (i), (ii), (iv) and (v), the transferor shall, at the request of the
Company, provide evidence satisfactory to the Company that the transfer is
exempt from the registration requirements of the Securities Act; provided,
further, that any transaction that could be consummated through a series of
transactions under this Section 2(c) may also be consummated at once as a single
transaction without completing any of the intermediary transactions.
(d) Volume Limitation. Except as provided in the last sentence of this
paragraph, without the prior written approval of the Company, which shall not be
unreasonably withheld or delayed, so long as the Holders hold in excess of 1.0%
of the issued and outstanding Common Shares (including for purposes of such
determination (in both the numerator and the denominator), the Common Shares
that may be issued to the Holders upon the presentation of Units for redemption
but not including Common Shares underlying any other Units, options or other
derivative securities), the Holders shall not, collectively, Dispose of more
than the Volume Limit Number of Common Shares in any one hundred eighty (180)
day consecutive period, and the Company may place a restrictive legend on any
Common Shares issued upon conversion of Common Units for the purpose of
monitoring compliance with this provision. In determining the number of Common
Shares that have been Disposed in any one hundred eighty (180) day consecutive
period for purposes of the previous sentence, there shall be excluded any
Dispositions of Common Shares which are exempt from registration (and are not
registered) under the Securities Act and any block trades of Common Shares
executed outside of the normal New York Stock Exchange trading of Common Shares
and which, in either case, are taken by the transferee subject to the continued
restrictions in this agreement. The Company agrees to maintain records of
transfers by the Holders of which the Holders inform the Company and upon any
inquiry by a Holder will provide up-to-date information as to the Volume Limit
Number of Common Shares remaining at any time as of any specified date based on
such information. Notwithstanding the foregoing, (i) any sales of Common Shares
made pursuant to a firm commitment underwriting may, when aggregated with prior
sales by the Holders during the previous one hundred seventy-nine (179) days,
exceed the Volume Limit Number but not the Underwriting Limit Number of Common
Shares and (ii) this paragraph
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shall not prevent the Holders from Disposing of Shares in connection with a
tender or exchange offer made to all holders of Common Shares.
The provisions of the prior paragraph shall not apply to sales by the
Holders at any time that the Company is in default in paying quarterly
distributions on Series One Preferred Units when due, and such suspension shall
remain in effect until all accumulated distributions on the Series One Preferred
Units have been paid.
(e) Competitors. Each Holder agrees that, without the consent of the
Company, it will not, knowingly, directly or indirectly Dispose of any Shares or
Units to a Competitor; provided, that this provision shall not apply:
(i) with respect to a Disposition pursuant to a tender offer or
exchange offer made to substantially all holders of Common Shares or any
tender offer or exchange offer made by the Company or any affiliate of the
Company or any merger, consolidation or recapitalization of the Company;
(ii) with respect to any Disposition of Shares which is effected by
means of (i) a registered, underwritten public offering or (ii) pursuant to
a Rule 144 Transaction (or other sale) which is effected in the ordinary
course on the New York Stock Exchange (or other exchange where the Shares
may be listed), and which is not in either case engaged in for the purpose
of directly or indirectly Disposing of Shares to a Competitor, provided,
that prior to engaging in such transaction the Holder informs the broker
that may be effecting such sale of the restrictions set forth herein;
(iii) with respect to any Disposition of Shares which is effected
pursuant to a public offering effected with the engagement of a nationally
recognized placement agent (who has been informed of the restrictions in
this provision) involving sales to more than 10 persons, provided, that no
person in such sale who (alone or together with persons the Holder knows to
be affiliates of such person) acquires Shares for an aggregate purchase
price of more than $1,500,000 is known by such Holder to be a Competitor;
and
(iv) to a Disposition of Shares or Units to the Company or to another
Holder who is not known by the transferring Holder at the time of such
Disposition to be a Competitor.
(f) Binding Obligation; Certain Provisions of Organizational Documents. If
a Holder Disposes of Shares or Units under any provision of this Section 2
(other than a Disposition of the type described in Sections 2(e)(i), (ii) or
(iii)), such Shares and Units shall remain subject to this Agreement and, as a
condition of the validity of such disposition, the
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transferee shall be required to execute and deliver a counterpart of this
Agreement (except that a pledgee shall not be required to execute and deliver a
counterpart of this Agreement until it forecloses upon such Units). Thereafter,
such transferee shall be deemed to be the Holder for purposes of this Agreement.
The provisions set forth in this Agreement permitting Dispositions of the Shares
and Units shall not be deemed in any manner to limit any provision of the
Company's Certificate of Incorporation or the Partnership's Limited Partnership
Agreement which set forth restrictions or limitations on the transferability of
Shares or Units.
3. Registration.
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(a) Filing of Resale Shelf Registration Statement. Subject to the
conditions set forth in this Agreement, the Company shall cause to be filed by
the expiration of the Non-Redemption Period a Registration Statement under Rule
415 under the Securities Act relating to (i) the sale by any Holder who is an
affiliate of the Company (as defined in Rule 144(a) under the Securities Act) of
all of the Registrable Shares of such Holder or Holders in accordance with the
terms hereof and (ii) the sale by any Holder of Registrable Shares as may be
required under Section 3(b)(ii), and shall use reasonable efforts to cause such
Registration Statement to be declared effective by the SEC as soon as
practicable thereafter. The Company agrees to use reasonable efforts to keep
the Registration Statement, after its date of effectiveness, continuously
effective with respect to the Registrable Shares of a particular Holder until
the earlier of (a) the date on which such Holder no longer holds any Registrable
Shares or (b) the date on which all of the Registrable Shares held by such
Holder have become eligible for sale pursuant to Rule 144(k) (or any successor
provision) (hereinafter referred to as the "Resale Shelf Registration Expiration
Date").
(b) Registration Statement Covering Issuance of Common Shares.
(i) The Company will, by the expiration of the Non-Redemption Period,
file a registration statement (the "Issuance Registration Statement") under
Rule 415 under the Securities Act relating to the issuance to the Holders
of Registrable Shares upon the redemption of Common Units or in exchange
for Common Units. Thereupon, the Company shall use reasonable efforts to
cause such Registration Statement to be declared effective by the SEC for
all Common Shares covered thereby. The Company agrees to use reasonable
efforts to keep the Issuance Registration Statement continuously effective
until and including the date on which all Holders have redeemed or
exchanged their Common Units (including any Common Units that may be issued
upon conversion of Series One Preferred Units) for Common Shares or cash
(the "Issuance Registration Expiration Date").
(ii) In the event that the Company determines that it is unable to
cause such Issuance Registration Statement to be declared effective by the
SEC within ninety (90)
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days after the expiration of the Non-Redemption Period or (except as
otherwise permitted by Sections 9(b) and 10) is unable or it is
impracticable to keep such Issuance Registration Statement effective until
the date on which each Holder has redeemed or exchanged such Holder's
Common Units (including any Common Units that may be issued upon Conversion
of Series One Preferred Units) for Common Shares, then each Holder shall
have the rights set forth in Section 3(a) above whether or not such Holder
is an affiliate of the Company.
(c) Demand Registration. Subject to the conditions set forth in this
Agreement, at any time after the later of the Resale Shelf Registration
Expiration Date and the Issuance Registration Expiration Date and while any
Registrable Shares are outstanding, the Company shall, at the written request of
any Holder who is unable to sell its Registrable Shares pursuant to Rule 144(k)
(or any successor provision), cause to be filed as soon as practicable after the
date of such request by such Holder a Registration Statement under Rule 415
under the Securities Act relating to the sale by the Holder of all of the
Registrable Shares held by such Holder in accordance with the terms hereof, and
shall use reasonable efforts to cause such Registration Statement to be declared
effective by the SEC as soon as practicable thereafter. The Company may, in its
sole discretion, elect to file the Registration Statement before receipt of
notice from any Holder. The Company agrees to use reasonable efforts to keep
the Registration Statement continuously effective, after its date of
effectiveness, until the date on which such Holder no longer holds any
Registrable Shares.
(d) Piggyback Registration. Following that date that is ninety (90) days
after the expiration of the Non-Redemption Period, if, at any time thereafter,
while any Registrable Shares are outstanding and (except as otherwise permitted
by Sections 9(b) and 10) a Registration Statement applicable to Holders under
Sections 3(a), 3(b) or 3(c) is not effective, the Company proposes to file a
registration statement under the Securities Act with respect to an offering
solely of Common Shares solely for cash (other than a registration statement (i)
on Form S-8 or any successor form to such Form or in connection with any
employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or
any successor form to such Form or in connection with an exchange offer, (iii)
in connection with a rights offering exclusively to existing holders of Common
Shares, (iv) in connection with an offering solely to employees of the Company
or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of
the Securities Act), for its own account, the Company shall give prompt written
notice of such proposed filing to the Holders. The notice referred to in the
preceding sentence shall offer Holders the opportunity to register such amount
of Registrable Shares as each Holder may request (a "Piggyback Registration").
Subject to the provisions of Section 4 below, the Company shall include in such
Piggyback Registration, in the registration and qualification for sale under the
blue sky or securities laws of the various states and in any underwriting in
connection therewith all Registrable Shares for which the Company has received
written requests for inclusion therein within ten (10) calendar days after the
notice referred to above
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has been given by the Company to the Holders. Holders of Registrable Shares
shall be permitted to withdraw all or part of the Registrable Shares from a
Piggyback Registration at any time prior to the effective date of such Piggyback
Registration. If a Piggyback Registration is an underwritten primary
registration on behalf of the Company and the managing underwriter advises the
Company that the total number of Common Shares requested to be included in such
registration by the Holders and holders under similar registration rights
agreements exceeds the number of Common Shares that can be sold in such offering
without impairing the pricing or other commercial practicality of such offering,
the Company will include in such registration in the following priority: (i)
first, all Common Shares the Company proposes to sell, (ii) second, up to the
full number of applicable Common Shares requested to be included in such
registration by any holders identified in that certain Registration Rights and
Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and
among the Company and such holders, and (iii) third, up to the full number of
applicable Registrable Shares requested to be included in such registration by
any Holders and any other holders under similar registration rights agreements
with the Company which, in the case of this clause (iii), in the opinion of such
managing underwriter, can be sold without adversely affecting the price range or
probability of success of such offering (with, to the extent necessary,
Registrable Shares allocated pro rata among the Holders and such other holders
on the basis of the total number of Common Shares requested to be included in
such registration by all such holders). If in connection with any registration
under this Section 3(d), the Common Shares to be registered will be distributed
by or through one or more underwriters, then the Company will make reasonable
efforts, upon the request of any Holder requesting registration of Registrable
Shares under this Section 3(d), to arrange for such underwriters to include the
Registrable Shares of such Holder among the Shares to be distributed by or
through such underwriters.
(e) Notification and Distribution of Materials. The Company shall notify
each Holder of the effectiveness of any Registration Statement applicable to the
Shares of such Holder and shall furnish to each such Holder such number of
copies of the Registration Statement (including any amendments, supplements and
exhibits), the Prospectus contained therein (including each preliminary
prospectus and all related amendments and supplements) and any documents
incorporated by reference in the Registration Statement or such other documents
as such Holder may reasonably request in order to facilitate its sale of the
Registrable Shares in the manner described in the Registration Statement.
(f) Amendments and Supplements. The Company shall prepare and file with
the SEC from time to time such amendments and supplements to the Registration
Statement and Prospectus used in connection therewith as may be necessary to
keep the Registration Statement effective and to comply with the provisions of
the Securities Act with respect to the disposition of all the Registrable Shares
until the earlier of (a) such time as all of the Registrable Shares have been
issued or disposed of in accordance with the intended methods of
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disposition by the Holder (in the case of a Registration Statement filed
pursuant to Section 3(a) hereof) or issued in accordance with the intended
method of issuance by the Company (in the case of a Registration Statement filed
pursuant to Section 3(b) hereof) or (b) the date on which the Registration
Statement ceases to be effective in accordance with the terms of this Section 3.
Upon ten (10) business days' notice, the Company shall file any supplement or
post-effective amendment to the Registration Statement with respect to the plan
of distribution or such Holder's ownership interests in Registrable Shares that
is reasonably necessary to permit the sale of the Holder's Registrable Shares
pursuant to the Registration Statement. The Company shall file any necessary
listing applications or amendments to the existing applications to cause the
Shares registered under any Registration Statement to be then listed or quoted
on the primary exchange or quotation system on which the Common Shares are then
listed or quoted.
(g) Notice of Certain Events. The Company shall promptly notify each
Holder of, and confirm in writing, the filing of the Registration Statement or
any Prospectus, amendment or supplement related thereto or any post-effective
amendment to the Registration Statement and the effectiveness of any post-
effective amendment.
At any time when a Prospectus relating to the Registration Statement is
required to be delivered under the Securities Act by a Holder to a transferee,
the Company shall immediately notify each Holder of the happening of any event
as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. In such event, the Company shall promptly prepare and furnish
to each applicable Holder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Shares, such Prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading. The
Company will, if necessary, amend the Registration Statement of which such
Prospectus is a part to reflect such amendment or supplement.
(h) Underwritten Offerings. In the case of an underwritten offering of
Registrable Shares in which Holders will offer a number of Registrable Shares
with an aggregate offering price to the public of at least $50 million, the
Company shall permit Holders who hold a majority of all Registrable Shares held
by the Holders who are participating in such offering to select the investment
banker(s) and manager(s) who will administer such offering, subject to the
approval of the Company which will not be unreasonably withheld. In connection
with any such underwritten offering, the Company (upon reasonable advance
notice) will (i) enter into underwriting and related agreements reasonably
acceptable to the Company with customary terms (including representations and
warranties and indemnification provisions, such
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provisions to be, to the extent customary, in favor of the selling Holders as
well as the underwriters, but which terms, however, shall be no less favorable
to the Company than the most recent underwriting agreement entered into by the
Company); (ii) to the extent not otherwise disruptive of the Company's
operations, reasonably cooperate with the underwriter(s); (iii) provide
customary closing documentation; (iv) to the extent necessary, amend the
Registration Statement; (v) to the extent not otherwise disruptive of the
Company's operations, provide such information and make available appropriate
personnel as may reasonably be requested by the Holders or the managing
underwriters, and (vi) to the extent not otherwise disruptive of the Company's
operations, provide such Holder and underwriters and their respective counsel
and accountants, if any, the opportunity to participate in the preparation of
such Registration Statement, provided, that (a) Company personnel will not be
required to participate in road show presentations (but, upon reasonable advance
notice and to the extent not unduly disruptive of the Company's operations,
Company personnel whose identity and office may be reasonably determined by the
Company will be available to participate in a reasonable number of conference
calls) and (b) the Company will be reimbursed by the Holders participating in
the offering (who shall be jointly and severally liable for such reimbursement)
for any out of pocket costs and expenses in connection with such cooperation to
the extent such expenses are greater than the expenses, or are not the type of
expenses, which would be borne by the Company in the case of other Registration
Statements filed hereunder (e.g., the cost of preparing glossy prospectuses with
pictures and the cost of any road show presentations which the Company may in
its sole discretion may elect to participate in).
4. State Securities Laws. Subject to the conditions set forth in this
---------------------
Agreement, the Company shall, in connection with the filing of any Registration
Statement hereunder, file such documents as may be necessary to register or
qualify the Registrable Shares under the securities or "Blue Sky" laws of such
states as any Holder may reasonably request, and the Company shall use its best
efforts to cause such filings to become effective; provided, however, that the
Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any such state in which it is not then qualified or
to file any general consent to service of process in any such state. Once
effective, the Company shall use its best efforts to keep such filings effective
until the earlier of (a) such time as all of the Registrable Shares have been
disposed of in accordance with the intended methods of disposition by the Holder
as set forth in the Registration Statement, (b) in the case of a particular
state, a Holder has notified the Company that it no longer requires an effective
filing in such state in accordance with its original request for filing or (c)
the date on which the Registration Statement ceases to be effective.
5. Expenses. Except as provided in Section 3(h), the Company shall bear
--------
all Registration Expenses incurred in connection with the registration of the
Registrable Shares pursuant to this Agreement, except that each Holder shall be
responsible for any brokerage or
13
<PAGE>
underwriting commissions and taxes of any kind (including, without limitation,
transfer taxes) with respect to any disposition, sale or transfer of Registrable
Shares sold by it and for any legal, accounting and other expenses incurred by
it.
6. Indemnification by the Company. The Company agrees to indemnify each
------------------------------
of the Holders and their respective officers, directors, employees, agents,
representatives, fiduciaries and affiliates, and any underwriter (as defined in
the Securities Act (unless a formal underwriting agreement is entered into
between the Company and such underwriter, in which case the indemnification
provisions, if any, set forth therein shall apply), and each person or entity,
if any, that controls a Holder within the meaning of the Securities Act, and
each other person or entity, if any, subject to liability because of his, her or
its connection with a Holder (each, an "Indemnitee"), against any and all
losses, claims, damages, actions, liabilities, costs and expenses (including
without limitation reasonable fees, expenses and disbursements of attorneys and
other professionals), joint or several, arising out of or based upon any
violation by the Company of the Securities Act or of any rule or regulation
promulgated thereunder (i) applicable to the Company and relating to action or
inaction required of the Company in connection with any Registration Statement
or Prospectus, or (ii) upon any untrue or alleged untrue statement of material
fact contained in the Registration Statement or any Prospectus, or any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, that the
Company shall not be liable to such Indemnitee or any person who participates as
an underwriter in the offering or sale of Registrable Shares or any other
person, if any, who controls such underwriter within the meaning of the
Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon (a) an untrue statement or alleged untrue statement or
omission or alleged omission made in such Registration Statement or in any such
Prospectus in reliance upon and in conformity with information regarding such
Indemnitee or its plan of distribution or ownership interests which was
furnished in writing by such person to the Company for use in connection with
the Registration Statement or the Prospectus contained therein by such
Indemnitee or (b) such Holder's failure to send or give a copy of the final,
amended or supplemented prospectus furnished to the Holder by the Company at or
prior to the time such action is required by the Securities Act to the person
claiming an untrue statement or alleged untrue statement or omission or alleged
omission if such statement or omission was corrected in such final, amended or
supplemented prospectus.
7. Covenants of Holders. Each of the Holders (severally and not
--------------------
jointly) hereby agrees (a) to cooperate with the Company and to furnish to the
Company all such information concerning its plan of distribution and ownership
interests with respect to its Registrable Shares in connection with the
preparation of a Registration Statement with respect to such Holder's
Registrable Shares and any filings with any state securities commissions as the
14
<PAGE>
Company may reasonably request, (b) to deliver or cause delivery of the
Prospectus contained in such Registration Statement (other than an Issuance
Registration Statement) to any purchaser of the shares covered by such
Registration Statement from the Holder and (c) to indemnify the Company, its
officers, directors, employees, agents, representatives and affiliates, and each
person, if any, who controls the Company within the meaning of the Securities
Act, and each other person, if any, subject to liability because of his
connection with the Company, against any and all losses, claims, damages,
actions, liabilities, costs and expenses (including, without limitation,
reasonable fees, expenses and disbursements of attorneys and other
professionals) arising out of or based upon any untrue statement or alleged
untrue statement of material fact contained in either such Registration
Statement or the Prospectus contained therein, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, if and to the extent that such statement
or omission occurs from reliance upon and in conformity with written information
regarding such Holder, its plan of distribution or its ownership interests,
which was furnished to the Company by such Holder expressly for use therein
unless such statement or omission was corrected in writing to the Company not
less than three (3) business days prior to the date of the final prospectus (as
supplemented or amended, as the case may be) or (ii) the failure by the Holder
to deliver or cause to be delivered the Prospectus contained in such
Registration Statement (as amended or supplemented, if applicable) furnished by
the Company to the Holder to any purchaser of the shares covered by such
Registration Statement from the Holder through no fault of the Company.
Notwithstanding the provisions of this Section 7, no Holder shall be required to
pay as indemnification hereunder any amount in excess of the gross proceeds from
the sale of Shares by such Holder which gave rise to the incurrence of such
indemnification.
8. Indemnification Procedures.
--------------------------
Any person entitled to indemnification under this Agreement shall notify
promptly the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
hereunder, but the failure of any indemnified party to provide such notice shall
not relieve the indemnifying party of its obligations hereunder, except to the
extent the indemnifying party is materially prejudiced thereby and shall not
relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than hereunder. In case any action or proceeding is
brought against an indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, unless in the reasonable opinion of outside counsel to
the indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, to assume the defense
thereof (alone or jointly with any other indemnifying party similarly notified),
to the extent that it chooses, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party that it so chooses, the
15
<PAGE>
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof; provided, however, that (i) if the indemnifying party
fails to take reasonable steps necessary to defend diligently the action or
proceeding within twenty (20) business days after receiving notice from such
indemnified party that the indemnified party believes it has failed to do so; or
(ii) if such indemnified party who is a defendant in any action or proceeding
which is also brought against the indemnifying party reasonably shall have
reasonably concluded, based on the advice of counsel, that there may be one or
more legal defenses available to such indemnified party which are not available
to the indemnifying party; or (iii) if representation of both parties by the
same counsel is otherwise inappropriate under applicable standards of
professional conduct, then, in any such case, the indemnified party shall have
the right to assume or continue its own defense as set forth above (but with no
more than one firm of counsel for all indemnified parties in each jurisdiction,
except to the extent any indemnified party or parties reasonably shall have
concluded, based on the advice of counsel, that there may be legal defenses
available to such party or parties which are not available to the other
indemnified parties or to the extent representation of all indemnified parties
by the same counsel is otherwise inappropriate under applicable standards of
professional conduct) and the indemnifying party shall be liable for any
expenses therefor. No indemnifying party shall, without the written consent of
the indemnified party (which shall not be unreasonably withheld), effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or (to the knowledge of the indemnifying party)
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (A) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (B) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.
9. Suspension of Registration Requirement; Restriction on Sales.
------------------------------------------------------------
(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of a Registration Statement with respect to such Holder's Registrable Shares or
the initiation of any proceedings for that purpose. The Company shall use its
best efforts to obtain the withdrawal of any order suspending the effectiveness
of such a Registration Statement at the earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement,
the Company's obligation under this Agreement to cause a Registration Statement
and any filings with any state securities commission to become effective or to
amend or supplement a Registration Statement shall be suspended in the event and
during such period as unforeseen circumstances exist (including without
limitation (i) an underwritten primary offering by the
16
<PAGE>
Company if the Company is advised by the underwriters that the sale of
Registrable Shares under the Registration Statement would impair the pricing or
commercial practicality of the primary offering or (ii) pending negotiations
relating to, or consummation of, a transaction or the occurrence of an event
that would require additional disclosure of material information by the Company
in the Registration Statement or such filing, as to which the Company has a bona
fide business purpose for preserving confidentiality or which renders the
Company unable to comply with SEC requirements) (such unforeseen circumstances
being hereinafter referred to as a "Suspension Event") that would make it
impractical or unadvisable to cause the Registration Statement or such filings
to become effective or to amend or supplement the Registration Statement, but
such suspension shall continue only for so long as such event or its effect is
continuing. The Company shall notify the Holders of the existence and, in the
case of circumstances referred to in clause (i) of this Section 9(b), nature of
any Suspension Event.
(c) Each holder of Registrable Shares agrees, if requested by the Company
in the case of a Company-initiated non-underwritten offering or if requested by
the managing underwriter or underwriters in a Company-initiated underwritten
offering, not to effect any public sale or distribution of any of the securities
of the Company, including a sale pursuant to Rule 144, during the fifteen (15)
day period prior to, and during the sixty (60) day period beginning on, the date
of commencement of such Company-initiated offering (such period, or such lesser
period as the Company may specify, a "Company Sale Period"), subject to its
rights under Section 3(d) hereof, and provided, that any such request shall be
made no more then three times in any twelve-month period.
(d) Notwithstanding anything to the contrary in this Agreement, in no event
shall Suspension Events be permitted to take effect more than twice in any
twelve-month period and in no event shall Suspension Events and Company Sale
Periods be permitted to take effect for more than an aggregate of one hundred
eighty (180) days in any twelve-month period.
10. Black-Out Period. Each Holder agrees that, following the
----------------
effectiveness of any Registration Statement (except an Issuance Registration
Statement) relating to Registrable Shares of such Holder, such Holder will not
effect any sales of the Registrable Shares pursuant to the Registration
Statement or any filings with any state Securities Commission at any time after
such Holder has received notice from the Company to suspend sales as a result of
the occurrence or existence of any Suspension Event or so that the Company may
correct or update the Registration Statement or such filing. During such
period, the Company will not be obligated to effect redemptions of Units under
an Issuance Registration Statement. The Holder may recommence effecting sales
of the Shares pursuant to the Registration Statement or such filings, and the
Company will be obligated to resume effecting redemptions of Units under an
Issuance Registration Statement, and all other obligations which are suspended
as a result of a Suspension Event shall no longer be so suspended, following (i)
further notice to such effect from the Company, which notice shall be given by
the Company not later than five (5) business
17
<PAGE>
days after the conclusion of any such Suspension Event, or (ii) if earlier, the
date on which the Company sells Common Shares under a registration statement
filed under the Securities Act (except for sales made under a registration
statement on Form S-8 (or a successor form or procedure for selling securities
pursuant to employee benefit plans and compensation arrangements) or a sale made
in connection with a dividend or interest reinvestment or direct stock purchase
plan.)
11. Additional Shares. The Company, at its option, may register, under
-----------------
any Registration Statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued Common Shares of the
Company or any Common Shares of the Company owned by any other shareholder or
shareholders of the Company.
12. Contribution. If the indemnification provided for in Sections 6 and
------------
7 is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Indemnitee, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Indemnitee, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company
or by the Indemnitee and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, however, that in no event shall the obligation of any indemnifying
party to contribute under this Section 12 exceed the amount that such
indemnifying party would have been obligated to pay by way of indemnification if
the indemnification provided for under Sections 6 or 7 hereof had been available
under the circumstances.
The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 12 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.
Notwithstanding the provisions of this Section 12, no Holder shall be
required to contribute any amount in excess of the amount by which the gross
proceeds from the sale of Shares exceeds the amount of any damages that the
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission. No indemnified party guilty
18
<PAGE>
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any indemnifying party
who was not guilty of such fraudulent misrepresentation.
13. Amendments and Waivers. The provisions of this Agreement may not be
----------------------
amended, modified, or supplemented or waived without the prior written consent
of the Company and members of the Landis Group holding in excess of two-thirds
of the aggregate of all Shares held by (or issuable to) such members.
14. Notices. Except as set forth below, all notices and other
-------
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by registered
or certified mail (return receipt requested), postage prepaid or courier or
overnight delivery service to the respective parties at the following addresses
(or at such other address for any party as shall be specified by like notice,
provided, that notices of a change of address shall be effective only upon
receipt thereof):
If to the Company: Boston Properties, Inc.
8 Arlington Street
Boston, MA 02116
Attn: Edward H. Linde, President
Telecopy: (617) 536-4233
with a copy to: Goodwin, Procter & Hoar LLP
599 Lexington Avenue, 40th Floor
New York, New York 10022
Attn: Ross D. Gillman
Telecopy: (212) 355-3333
If to the Holders: As listed on Schedule A hereto
In addition to the manner of notice permitted above, notices given pursuant to
Sections 9 and 10 hereof may be effected telephonically and confirmed in writing
thereafter in the manner described above.
15. Successors and Assigns. This Agreement shall be binding upon the
----------------------
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
This Agreement may not be assigned by any Holder and any attempted assignment
hereof by any Holder will be void and of no effect and shall terminate all
obligations of the Company hereunder; provided, that any Holder may assign its
rights hereunder to any person to whom such Holder may Dispose of Shares and/or
Units pursuant to Section 2 hereof.
19
<PAGE>
16. Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
17. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed wholly within said State.
18. Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.
19. Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
[The remainder of this page is left blank intentionally]
20
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BOSTON PROPERTIES, INC.
By: /s/ Edward H. Linde
-----------------------
Name: Edward H. Linde
Title: President
BOSTON PROPERTIES LIMITED
PARTNERSHIP
By: Boston Properties, Inc.,
its general partner
By: /s/ Edward H. Linde
----------------------
Name: Edward H. Linde
Title: President
21
<PAGE>
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
Reference is made to that certain Registration Rights and Lock-Up Agreement
(the "Registration Rights Agreement") entered into on April 30, 1999 by and
among Boston Properties, Inc., Boston Properties Limited Partnership, and the
Holders named therein in connection with the contribution and conveyance of
properties and assets (or indirect interests therein) located in Princeton, New
Jersey and East Brunswick, New Jersey. The undersigned, by its execution
hereof, agrees to be bound by all the terms of a Holder thereunder.
NAME OF ENTITY: Landis Family Trust #1
By: /s/ Rochelle L. Kaplan
___________________________________
Name (print): Rochelle L. Kaplan
Title: Trustee
22
<PAGE>
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
Reference is made to that certain Registration Rights and Lock-Up Agreement
(the "Registration Rights Agreement") entered into on April 30, 1999 by and
among Boston Properties, Inc., Boston Properties Limited Partnership, and the
Holders named therein in connection with the contribution and conveyance of
properties and assets (or indirect interests therein) located in Princeton, New
Jersey and East Brunswick, New Jersey. The undersigned, by its execution
hereof, agrees to be bound by all the terms of a Holder thereunder.
NAME OF ENTITY: Landis Family Trust #2
By: /s/ Rochelle L. Kaplan
____________________________________
Name (print): Rochelle L. Kaplan
Title: Trustee
23
<PAGE>
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
Reference is made to that certain Registration Rights and Lock-Up Agreement
(the "Registration Rights Agreement") entered into on April 30, 1999 by and
among Boston Properties, Inc., Boston Properties Limited Partnership, and the
Holders named therein in connection with the contribution and conveyance of
properties and assets (or indirect interests therein) located in Princeton, New
Jersey and East Brunswick, New Jersey. The undersigned, by its execution
hereof, agrees to be bound by all the terms of a Holder thereunder.
/s/ Daniel Slott
----------------------------------------
Daniel Slott
24
<PAGE>
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
Reference is made to that certain Registration Rights and Lock-Up Agreement
(the "Registration Rights Agreement") entered into on April 30, 1999 by and
among Boston Properties, Inc., Boston Properties Limited Partnership, and the
Holders named therein in connection with the contribution and conveyance of
properties and assets (or indirect interests therein) located in Princeton, New
Jersey and East Brunswick, New Jersey. The undersigned, by its execution
hereof, agrees to be bound by all the terms of a Holder thereunder.
/s/ Uzi Zucker
---------------------------------
Uzi Zucker
25
<PAGE>
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
HOLDER SIGNATURE PAGE
Reference is made to that certain Registration Rights and Lock-Up Agreement
(the "Registration Rights Agreement") entered into on April 30, 1999 by and
among Boston Properties, Inc., Boston Properties Limited Partnership, and the
Holders named therein in connection with the contribution and conveyance of
properties and assets (or indirect interests therein) located in Princeton, New
Jersey and East Brunswick, New Jersey. The undersigned, by its execution
hereof, agrees to be bound by all the terms of a Holder thereunder.
NAME OF ENTITY: 500 CAPITAL CORP.
By: /s/ J.D. Stanger
---------------------------------
Name (print): J.D. Stanger
Title: Vice President
26
<PAGE>
SCHEDULE A
LIST OF HOLDERS
---------------
LANDIS FAMILY TRUST #1
c/o The Landis Group
101 Carnegie Center
Princeton, New Jersey 08540
LANDIS FAMILY TRUST #2
c/o The Landis Group
101 Carnegie Center
Princeton, New Jersey 08540
DANIEL SLOTT
c/o The Landis Group
101 Carnegie Center
Princeton, New Jersey 08540
UZI ZUCKER
c/o The Landis Group
101 Carnegie Center
Princeton, New Jersey 08540
500 CAPITAL CORP.
c/o The Landis Group
101 Carnegie Center
Princeton, New Jersey 08540
27
<PAGE>
SCHEDULE B
LIST OF PERMITTED DISTRIBUTEES
------------------------------
Landis Family Trust #1
Landis Family Trust #2
Daniel Slott
Uzi Zucker
500 Capital Corp.
28
<PAGE>
SCHEDULE C
LANDIS GROUP
------------
Landis Family Trust #1
Landis Family Trust #2
Landis Family Trust #3
Landis Family Trust #4
Linda Landis
ABL Capital Corp.
Alan Landis
ML Capital Partners LLC
29
