EXHIBIT 10.19
REGISTRATION RIGHTS AGREEMENT
-----------------------------
THIS AGREEMENT (the "AGREEMENT") is made as of February 1, 1999, by
and among XxxXxxx.xxx, Inc., a Delaware corporation (the "COMPANY"), and each
Person listed on the Schedule of Holders attached hereto as Exhibit A (together
------------------- ---------
the "SHAREHOLDERS"). Unless otherwise provided in this Agreement, capitalized
terms used herein shall have the meanings set forth in Section 7 hereof.
---------
RECITALS:
--------
A. The Company was founded by certain Shareholders listed on Exhibit
-------
A, and such Shareholders, gifted some of their stock to certain other
-
Shareholders.
B. The Company and certain Shareholders entered into employment
agreements whereby the Shareholders purchased Stock in the Company.
C. The Company and certain Shareholders are parties to certain Stock
Exchange Agreements (the "EXCHANGE AGREEMENTS") pursuant to which the
Shareholders received shares of the Company's common stock (the "COMMON STOCK").
In order to induce the Shareholders to enter into the Exchange Agreements, the
Company agreed to provide the registration rights set forth in this Agreement.
D. Any other Persons who purchase or receive capital stock of the
Company may, with the consent of the Company's Board of Directors become parties
to this Agreement by executing the Joinder Agreement attached hereto as Exhibit
-------
B (which Joinder Agreement was attached to the Exchange Agreements as Exhibit F
- ---------
thereto).
AGREEMENT
---------
In consideration of the premises and mutual covenants set forth
herein, the receipt and adequacy which are hereby acknowledged, the parties
hereto agree as follows:
1. PIGGYBACK REGISTRATIONS.
-----------------------
(A) RIGHT TO PIGGYBACK. Subject to any applicable lock-up and transfer
------------------
restrictions contained in any Equity Subscription, Subscription, Executive
Stock Purchase or Stock Purchase Agreement pursuant to which the
Shareholders acquired their respective shares of Common Stock, whenever the
Company proposes to register any of its securities under the Securities Act
(other than pursuant to a registration on Form X-0, Xxxx X-0 or any
successor form) and
the registration form to be used may be used for the registration of
Registrable Securities (a "PIGGYBACK REGISTRATION"), the Company shall give
prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration. The Company shall include in such
registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within 10 days after
the receipt of the Company's notice. Notwithstanding the foregoing, in the
event of the Company's Initial Public Offering, no Piggyback Registration
shall be permitted without the approval of the Company's Board of
Directors.
(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is an
---------------------------------
underwritten primary registration on behalf of the Company, and the
managing underwriters advise the Company in writing that in their opinion
the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company, the Company shall include
in such registration: (i) first, the securities the Company proposes to
sell; (ii) second, the Registrable Securities requested to be included in
such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares owned by such holders; and
(iii) third, other securities requested to be included in such
registration, pro rata among the holders thereof on the basis of the number
of their securities requested to be included therein.
PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is an
-----------------------------------
underwritten secondary registration on behalf of the Company or holders of
the Company's securities and the managing underwriters advise the Company
in writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the
Company, the Company shall include in such registration: (i) first, the
securities, the Company proposes to sell and the securities requested to be
included therein by the holders requesting such registration; (ii) second,
the Registrable Securities requested to be included in such registration,
pro rata among the holders of such Registrable Securities on the basis of
the number of shares owned by such holders; and (iii) third, other
securities requested to be included in such registration, pro rata among
the holders thereof on the basis of the number of their securities
requested to be included therein.
2. HOLDBACK AGREEMENT. Each holder of Registrable Securities shall not effect
------------------
any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days
prior to and for such period as requested by the underwriter managing the
Piggyback Registration for the period beginning on the effective date of
any underwritten Piggyback Registration in which Registrable Securities are
included (except as part of such underwritten registration).
3. REGISTRATION PROCEDURES. Whenever the holders of Registrable Securities
-----------------------
have requested that any Registrable Securities be registered pursuant to
this Agreement, the Company shall
-2-
use its reasonable best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration
statement with respect to such Registrable Securities and use its
reasonable best efforts to cause such registration statement to become
effective;
(b) notify each holder of Registrable Securities of the effectiveness of each
registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for a period
of not less than 90 days and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such
registration statement; provided, however, that if the Company is eligible
to use Form S-3, the holders of Registrable Securities may require the
Company to keep such registration effective as a "shelf registration" for a
period of up to 180 days;
(c) furnish to each seller of Registrable Securities such number of copies of
such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided that the Company
shall not be required to: (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this subparagraph; (ii) subject itself to taxation in any such
jurisdiction; or (iii) consent to general service of process in any such
jurisdiction;
(e) notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller,
the Company shall prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;
-3-
(f) cause all such Registrable Securities to be listed or quoted on each
securities exchange or market on which similar securities issued by the
Company are then listed; provided, however, that if the Company's
securities are not listed or quoted on a securities exchange or market, the
Stockholders will not have the right to a Piggyback Registration contained
in this Agreement;
(g) provide a transfer agent and registrar for all such Registrable Securities
not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements in
customary form) in order to expedite or facilitate the disposition of such
Registrable Securities;
(i) make available for inspection by any underwriter participating in any
disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such underwriter, all financial
and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably requested by
any such underwriter, attorney, accountant or agent in connection with such
registration statement;
(j) otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least 12 months beginning with
the first day of the Company's first full calendar quarter after the
effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness
of a registration statement, or of any order suspending or preventing the
use of any related prospectus or suspending the qualification of any Common
Stock included in such registration statement for sale in any jurisdiction,
the Company shall use its reasonable best efforts promptly to obtain the
withdrawal of such order;
(l) subject to Section 3(d) above, use its reasonable best efforts to cause any
------------
Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities;
(m) if the offering is underwritten, use its reasonable best efforts to furnish
on the date that Registrable Securities are delivered to the underwriters
for sale pursuant to such registration, an opinion dated such date of
counsel representing the Company for the purposes of such registration,
addressed to the underwriters covering such issues as are reasonably
required by such underwriters; and
-4-
(n) notwithstanding anything in the foregoing to the contrary, the Company may
delay the effectiveness of any registration statement, or suspend offers
and sales under any effective registration statement, at any time for an
aggregate of up to 90 days in any 12-month period if the Company's Board of
Directors determines, in good faith, that such delay or suspension would be
in the best interests of the Company.
4. REGISTRATION EXPENSES.
---------------------
(a) PAYMENT OF REGISTRATION EXPENSES. All expenses incident to the Company's
--------------------------------
performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger
and delivery expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company and all independent certified
public accountants, underwriters (excluding discounts and commissions) and
other Persons retained by the Company (all such expenses being herein
called "REGISTRATION EXPENSES"), shall be borne by the Company. The Company
shall, in addition, 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 annual audit or
quarterly review, the expense of any liability insurance and the expenses
and fees for listing or quoting the securities to be registered on each
securities exchange on which similar securities issued by the Company are
then listed or on the NASD automated quotation system.
(b) PAYMENT OF REGISTRATION EXPENSES BY HOLDERS OF REGISTRABLE SECURITIES. To
---------------------------------------------------------------------
the extent Registration Expenses are not required to be paid by the Company
(including, without limitation, any underwriting discounts or commissions
that are the responsibility of the holders of Registrable Securities), each
holder of securities included in any registration hereunder shall pay those
Registration Expenses allocable to the registration of such holder's
securities so included, and any Registration Expenses not so allocable
shall be payable by all sellers of securities included in such registration
in proportion to the aggregate selling price of the securities to be so
registered.
5. INDEMNIFICATION.
---------------
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify, to the
------------------------------
extent permitted by law, each holder of Registrable Securities, its
officers and directors and each Person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement
of material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information furnished
in writing to the Company by such holder expressly for use therein, results
from the failure of such holder to provide information necessary for the
registration statement to
-5-
the Company, or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient
number of copies of the same. In connection with an underwritten offering,
as required by the underwriters, the Company shall indemnify such
underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
(b) INDEMNIFICATION BY THE HOLDERS OF REGISTRABLE SECURITIES. In connection
--------------------------------------------------------
with any registration statement in which a holder of Registrable Securities
is participating, each such holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use
in connection with any such registration statement or prospectus and, to
the extent permitted by law, shall indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning of
the Securities Act) against any losses, claims, damages, liabilities and
expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto resulting from
such information provided by such holder or any omission or alleged
omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading and not provided by such holder;
provided that the obligation to indemnify shall be individual, not joint
and several, for each holder and shall be limited to the net amount of
proceeds received by such holder from the sale of Registrable Securities
pursuant to such registration statement.
(c) PROCEDURE FOR INDEMNIFICATION. Any Person entitled to indemnification
-----------------------------
hereunder shall (i) give prompt written notice to the indemnifying party of
any claim with respect to which it seeks indemnification (provided that the
failure to give prompt notice shall not impair any Person's right to
indemnification hereunder to the extent such failure has not prejudiced the
indemnifying party) and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall
not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated
to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. Notwithstanding anything in this
Section 5(C) to the contrary, in the event the Company determines, in good
faith, that a claim materially affects the interests of the Company, the
Company may solely control the defense of such claim with counsel
reasonably satisfactory to the Company. In the event the Company is an
indemnified party pursuant to this Section V, the indemnifying
-6-
party may be subject to liability if the Company settles a claim in good
faith and in a reasonable manner.
6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate in
-------------------------------------------
any registration hereunder unless such Person:
(a) in the case of a registration which is underwritten, agrees to sell such
Person's securities on the basis provided in any underwriting arrangements
approved by the Company;
(b) as expeditiously as possible, notifies the Company, at any time when a
prospectus relating to such Person's Registrable Securities is required to
be delivered under the Securities Act, of the happening of any event as a
result of which such prospectus contains an untrue statement of a material
fact or omits any fact necessary to make the statements therein not
misleading;
(c) complies with all reasonable requests made by the Company or its counsel
with respect to the registration of such Person's Registrable Securities,
including, without limitation, providing access to all relevant books and
records; and
(d) completes, executes and delivers all questionnaires, powers of attorney,
indemnities, underwriting agreements and other usual and customary
documents necessary or appropriate with respect to the offering of such
Person's Registrable Securities, and in the case of a registration which is
underwritten, necessary or appropriate under the terms of such underwriting
arrangements (subject to the provision in Section 6(a) above).
------------
7. DEFINITIONS.
-----------
(a) The term "INITIAL PUBLIC OFFERING" means the first registered public
offering of the Common Stock by the Company under the Securities Act which
will result in an aggregate post-IPO market capitalization of the Company
of at least $100 million (determined by multiplying the outstanding shares
of the Common Stock by the initial offering price).
(b) The term "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust
or unincorporated organization.
(c) The term "REGISTRATION EXPENSES" has the meaning set forth in Section 4
---------
above.
(d) The term "REGISTRABLE SECURITIES" means (i) any Common Stock issued (A) to
the Company's founders (as noted on the Schedule of Holders) and (B)
-------------------
pursuant to the Exchange Agreements, (whether issued before or after the
date hereof), (C) pursuant to an employment agreement with the Company, (D)
to a member of the Company's Board of Directors or (E) to parties who, with
the consent of the Company's Board of Directors, become a party to this
Agreement by signing a Joinder Agreement substantially in the form of
Exhibit B, (ii) any
---------
-7-
other Common Stock issued or issuable with respect to the securities
referred to in clause (i) by way of a gift, a stock dividend or stock split
or in connection with an exchange or combination of shares,
recapitalization, merger, consolidation or other reorganization, and (iii)
any other shares of Common Stock held by Persons holding securities
described in clauses (i) and (ii), inclusive, above. As to any particular
Registrable Securities, such securities shall cease to be Registrable
Securities when they have been distributed to the public pursuant to an
offering registered under the Securities Act or sold to the public through
a broker, dealer or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force).
(e) The term "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.
(f) The term "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.
8. MISCELLANEOUS.
-------------
(a) NO INCONSISTENT AGREEMENTS. The Company shall not hereafter enter into any
--------------------------
agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in
this Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall not take
--------------------------------------------
any action, or permit any change to occur, with respect to its securities
which would adversely affect the ability of the holders of Registrable
Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would adversely affect the
marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
(c) REMEDIES. Any Person having rights under any provision of this Agreement
--------
shall be entitled to enforce such rights specifically to recover damages
caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and
for other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
----------------------
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of at least 51% of the
Registrable Securities.
-8-
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in this Agreement by
---------------------
or on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for
the benefit of purchasers or holders of Registrable Securities are also for
the benefit of, and enforceable by, any subsequent holder of Registrable
Securities. Upon any transfer of Registrable Securities, the holder of the
Registrable Securities shall use its best efforts to have the new holder of
Registrable Securities sign the Joinder Agreement attached hereto as
Exhibit B.
---------
(f) SEVERABILITY. Whenever possible, each provision of this Agreement shall be
------------
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
(g) COUNTERPARTS; FACSIMILE TRANSMISSION. This Agreement may be executed
------------------------------------
simultaneously in two or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same Agreement. Each party to
this Agreement agrees that it will be bound by its own telecopied signature
and that it accepts the telecopied signature of each other party to this
Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
--------------------
inserted for convenience only and do not constitute a part of this
Agreement.
(i) GOVERNING LAW. This Agreement shall be governed by and construed in
-------------
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law rules or provisions (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Delaware.
(j) NOTICES. All notices, demands or other communications to be given or
-------
delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given when delivered personally
to the recipient, sent to the recipient by reputable overnight courier
service (charges prepaid) or 48 hours after deposited in the United States
mail, first class, to the recipient by postage prepaid or by facsimile.
Such notices, demands and other communications shall be sent to each
Shareholder at the addresses indicated on the Schedule of Holders and to
the Company at the address of its corporate headquarters or to such other
address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party.
-9-
(k) PARTIES. The Persons described in Section 7 above may become parties to
------- ---------
this Agreement by either signing this Agreement or by executing a Joinder
Agreement substantially in the form of Exhibit B attached hereto.
---------
(l) NEW PARTIES. During the term of this Agreement, the Company may, with the
-----------
consent of the Company's Board of Directors, permit additional Persons to
become parties to this Agreement by executing a Joinder Agreement
substantially in the form of Exhibit B attached hereto, and the Schedule of
--------- -----------
Holders attached hereto as Exhibit A shall be revised and updated
------- ---------
accordingly.
(m) TERMINATION OF AGREEMENT. All rights granted hereunder will expire and this
------------------------
Agreement will be terminated on the earlier of (i) the 4th anniversary of
the date of this Agreement, (ii) for any individual Shareholder, at such
time as such holder is able to sell all of his or her Registrable
Securities pursuant to Rule 144(k) under the Securities Act (or any similar
rule then in force) in one transaction or (iii) at such time as the Company
has registered the Registrable Securities via a shelf registration on Form
S-3 (or a successor form) and has kept such Form S-3 effective for at least
one year. Notwithstanding the foregoing, in the event that a holder of
Registrable Securities is unable to sell all of his or her then-remaining
Registrable Securities pursuant to Rule 144(k) in a single transaction as
of the 4th anniversary of the date of this Agreement (where, for example,
such holder is deemed to be an "Affiliate" of the Company, as defined in
the Securities Act), the Agreement shall be extended until the 6th
anniversary of the date of this Agreement only with regard to such holder
of Registrable Securities.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-10-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
XXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
President
/s/ Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxx
---------------------------
Xxxxx X. Xxxx
/s/ Xxxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxxx X. Xxxxxxx
-11-
EXHIBIT A
SCHEDULE OF HOLDERS
-------------------
FOUNDERS:
--------
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxx
Xxxxxxxx X. Xxxxxxx
OTHER SHAREHOLDERS:
------------------
A-1
EXHIBIT B
---------
FORM OF
JOINDER AGREEMENT
TO REGISTRATION AGREEMENT
EACH OF THE UNDERSIGNED (INDIVIDUALLY, A "JOINING PARTY" AND
COLLECTIVELY, THE "JOINING PARTIES"), HEREBY AGREES TO BECOME A PARTY TO AND TO
SUCCEED TO ALL OF THE RIGHTS AND OBLIGATIONS OF A "SHAREHOLDER" UNDER THAT
CERTAIN REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 1, 1999, AS AMENDED FROM
TIME TO TIME (THE "REGISTRATION AGREEMENT"), BY AND AMONG XXXXXXX.XXX, INC., A
DELAWARE CORPORATION ("ONEMAIN"), AND THE STOCKHOLDERS OF ONEMAIN. THIS
AGREEMENT SHALL ACT AS THE "JOINDER AGREEMENT" REFERRED TO IN THE REGISTRATION
AGREEMENT AND EACH OF THE JOINING PARTIES SHALL BE DEEMED A "SHAREHOLDER" AS
SUCH TERM IS DEFINED IN THE REGISTRATION AGREEMENT.
THIS JOINDER AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF SEPARATE
COUNTERPARTS AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT. SIGNATURES TRANSMITTED BY FACSIMILE
SHALL BE BINDING AS EVIDENCE OF ANY JOINING PARTY'S AGREEMENT TO BE BOUND BY THE
TERMS OF THE REGISTRATION AGREEMENT AND ONEMAIN'S ACCEPTANCE THEREOF.
IN WITNESS WHEREOF, THE UNDERSIGNED JOINING PARTIES HAVE EXECUTED THIS
JOINDER AGREEMENT TO BECOME PARTY TO THE REGISTRATION AGREEMENT AS OF
______________, 1999.
JOINING PARTIES:
NAME:
NAME:
NAME:
AGREED AND ACCEPTED AS OF
_____________, 1999
ONEMAIN
XXXXXXX.XXX, INC.
BY: ______________________________________
NAME:
B-1
TITLE:
B-2
