EXHIBIT 4.3
RAZORFISH, INC.
REGISTRATION RIGHTS AGREEMENT
This Agreement is made as of March 12, 1999, by and between Razorfish,
Inc., a Delaware corporation (the "Company"), and Communicade Inc. (the
"Investor").
PREAMBLE
WHEREAS, the Company proposes to sell and issue shares of its Class A
Common Stock, par value $0.01 per share (the "Common Stock") in an initial
public offering; and
WHEREAS, the Investor currently holds 37.75% of the issued and outstanding
shares of Common Stock; and
WHEREAS, as a condition to its approval of the initial public offering, the
Investor has requested that the Company extend to it registration rights as set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the Company and the Investor agree as follows:
Section 1. Definitions. As used in this Agreement, the following terms
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shall have the following meanings:
(a) "Commission" shall mean the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.
(c) "Initial Public Offering" shall mean the consummation of a bona
fide, firmly underwritten public offering of Common Stock of the Company,
registered under the Securities Act pursuant to a registration statement on Form
S-1 (or any successor form thereto).
(d) "Register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement, and compliance with applicable
state securities laws of such states in which the Investor notifies the Company
of its intention to offer Registrable Securities.
(e) "Registrable Securities" shall mean all of the following to the
extent the same have not been sold to any other person (i) the Common Stock held
by Communicade on the date hereof; or (ii) stock issued in respect of stock
referred to in (i) above in any reorganization; or
(iii) stock issued in respect of the stock referred to in (i) or (ii) as a
result of a stock split, stock dividend, recapitalization or combination.
(f) "Rule 144" shall mean Rule 144 under the Securities Act or any
successor or similar rule as may be enacted by the Commission from time to time.
(g) "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute and the rules and regulations thereunder, all as
the same shall be in effect at the time.
(h) "10% Option Shares" shall mean the shares of Common Stock acquired
on the exercise of the option granted to the Investor pursuant to the
Stockholders Agreement, dated as of October 1, 1998, among the Investor, Spray
Ventures AB, Xxxx Xxxxxx, Xxxxx Xxxxxxxx and the Company.
Section 2. Demand Registration.
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(a) Subject to Section 10, if the Company shall receive from the
Investor a written request that the Company effect any registration with respect
to any outstanding Registrable Securities held by the Investor, the Company
shall as soon as practicable use its best efforts to register all Registrable
Securities which the Investor requests to be registered; provided, that the
Company shall not be obligated to file a registration statement pursuant to this
Section 2:
(A) prior to the twelve-month anniversary of the Initial
Public Offering;
(B) which would result in the registration of a greater number
of the 10% Option Shares than the Investor would then be able to sell within a
three-month period pursuant to Rule 144;
(C) within 90 days following the effective date of any
registered offering of the Company's securities to the general public;
(D) if, at the time of such request, the Investor is able to
immediately dispose of all of its Registrable Securities pursuant to the
provisions of Rule 144;
(E) if the Company has effected such a registration within the
previous nine-month period; or
(F) after the Company has effected five such registrations
pursuant to this Section 2 and such registrations have been declared or ordered
effective.
Subject to the foregoing clauses (A) through (F), the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practical, but in any event within thirty (30) days
(ninety (90) days in the event the Company is not eligible to use Form S-3 or
any successor form thereto) after receipt of the request of the Investor and
shall use reasonable best efforts to have such registration statement declared
effective by the
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Commission within thirty (30) days (ninety (90) days in the event the Company is
not eligible to use Form S-3 or any successor form thereto) after filing whether
or not all Registrable Securities requested to be registered can be included;
provided, however, that if the Company shall furnish to the Investor a
certificate signed by the President of the Company stating that in the good-
faith judgment of the Board of Directors it would be seriously detrimental to
the Company and its shareholders for such registration statement to be filed
within such thirty-day (30-day) or ninety-day (90-day) period, as applicable,
and it is therefore essential to defer the filing of such registration
statement, the Company shall have an additional period of not more than ninety
(90) days after the expiration of the initial period within which to file such
registration statement; provided, that during such time the Company may not file
a registration statement for securities to be issued and sold for its own
account.
(b) If the Investor intends to distribute the Registrable Securities
covered by its request by means of an underwriting, it shall so advise the
Company as a part of its request. In such event or if an underwriting is
required by subsection 2(c), if so requested in writing by the Company, the
Investor shall negotiate with an underwriter selected by the Investor with the
consent of the Company (such consent not to be unreasonably withheld) with
regard to the underwriting of such requested registration. The Company and the
Investor shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting. Notwithstanding any
other provision of this Section 2, if the managing underwriter advises the
Company in writing that marketing factors require a limitation of the number of
shares to be underwritten, the Company shall so advise the Investor, and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be reduced accordingly; provided, however,
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that securities of other holders to be included in such registration statement
as a result of piggyback registration rights as well as any securities to be
offered by the Company, its officers and employees shall be excluded from the
registration statement prior to the exclusion of any Registrable Securities held
by the Investor. Any Registrable Securities which are excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
withdrawn from such registration.
Section 3. Piggyback Registration.
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(a) Subject to Section 10, if at any time following the twelve-month
anniversary of the acquisition of the 10% Option Shares, the Company shall
determine to register any of its securities, for its own account or the account
of any of its security holders, other than a registration relating solely to
employee benefit plans, or a registration relating solely to an SEC Rule 145
transaction, a transaction relating solely to the sale of debt or convertible
debt instruments or a registration on any form (other than Form X-0, X-0 or S-3,
or their successor forms) which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:
(i) give the Investor written notice thereof as soon as
practicable but in no event less than 15 days prior to filing the registration
statement; and
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(ii) include in such registration and in any underwriting
involved therein, all the Registrable Securities specified in a written request
of the Investor made within fifteen (15) days after receipt of such written
notice from the Company, except as set forth in subsection (b) below.
(b) If the registration is for a registered public offering involving
an underwriting, the Company shall so advise the Investor as a part of the
written notice given pursuant to subsection 3(a)(i). In such event, the right of
the Investor to registration pursuant to this Section 3 shall be conditioned
upon the Investor's participation in such underwriting and the inclusion of the
Investor's Registrable Securities in the underwriting to the extent provided
herein. The Company, the Investor, and all other holders distributing their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this Section
3, if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the managing underwriter
may limit the number of Registrable Securities and other securities held by
holders of piggyback registration rights to be included in the registration and
underwriting. The Company shall so advise the Investor and the other holders
distributing their securities through such underwriting pursuant to piggyback
registration rights similar to this Section 3, and the number of shares of
Registrable Securities and other securities that may be included in the
registration and underwriting shall be allocated among the Investor and other
holders in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by the Investor and other securities held by other
holders at the time of filing the registration statement. If the Investor
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to the Company and the managing underwriter. Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.
(c) The Registrable Securities to be registered pursuant to this
Section 3 shall be limited so as not to result in the registration of a greater
number of the 10% Option Shares than the Investor would then be able to sell
within a three-month period pursuant to Rule 144.
Section 4. Nonpublic Information. Any other provisions of this
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agreement to the contrary notwithstanding, the Company's obligation to file a
registration statement, or cause such registration statement to become and
remain effective, shall be suspended for a period not to exceed 60 days (and for
periods not exceeding, in the aggregate, 120 days in any 24-month period) if
there exists at the time material non-public information relating to the Company
which, in the reasonable opinion of the Company or its counsel, should not be
disclosed.
Section 5. Expenses of Registration.
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(a) All of the following fees and expenses shall be borne by the
Investor; (i) all out-of-pocket expenses incurred by the Company in connection
with registrations pursuant to Section 2, including without limitation all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and expenses of any special audits of
the Company's financial statements incidental to or required by such
registration, (ii) all out-
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of-pocket expenses incurred by the Company in connection with registrations
pursuant to Section 3 due solely to the inclusion of the Registrable Securities
in such registration, and (iii) all underwriters' fees, discounts or commissions
relating to Registrable Securities, fees of legal counsel for the Investor or
any stock transfer tax or other tax imposed on the Investor.
(b) Except as provided in Sections 5(a)(ii) and 5(a)(iii) above, the
Company shall bear all expenses incurred in connection with registrations
pursuant to Section 3 hereof.
Section 6. Registration Procedures. In the case of each registration
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effected by the Company pursuant to this Agreement, the Company will keep the
Investor advised in writing as to the initiation of each registration and as to
the completion thereof. The Company will:
(a) keep such registration continuously effective for periods of ninety
(90) days or such reasonable period necessary to permit the Investor to complete
the distribution described in the registration statement relating thereto,
whichever first occurs;
(b) promptly prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act, and to keep such registration statement effective for that period of time
specified in Section 6(a) above;
(c) furnish such number of prospectuses and other documents incident
thereto as the Investor from time to time may reasonably request;
(d) use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a registration statement, or the lifting of any
suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction, at the earliest possible moment;
(e) register or qualify such Registrable Securities for offer and sale
under the securities or blue sky laws of such jurisdictions as the Investor or
any underwriter reasonably requires, and keep such registration or qualification
effective during the period set forth in Section 6(a) above, provided that
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the Company shall not be required to register or qualify such Registrable
Securities in any jurisdiction in which the Company would be required to execute
a general consent to service of process in effecting such registration;
(f) cause all Registrable Securities covered by such registrations to
be listed on each securities exchange, including NASDAQ, on which similar
securities issued by the Company are then listed; and
(g) cause its accountants to issue to the underwriter, if any, or the
Investor, if there is no underwriter, comfort letters and updates thereof, in
customary form and covering matters of the type customarily covered in such
letters with respect to underwritten offerings;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the Investor or
the underwriters, if any,
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reasonably, request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares);
(i) make available for inspection by the Investor, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by the Investor or 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 the
Investor or any such underwriter, attorney, accountant or agent in connection
with such registration statement; and
(j) if the offering is underwritten, at the request of the Investor to
furnish on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration: (i) an opinion dated such
date of counsel representing the Company for the purposes of such registration,
addressed to the underwriters and to the Investor, stating that such
registration statement has become effective under the Securities Act and that
(A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act, (B) the
registration statement, the related prospectus and each amendment or supplement
thereof comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as to
financial statements or other financial data contained therein) and (C) to such
other effects as reasonably may be requested by counsel for the underwriters or
by the Investor or its counsel and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to the Investor, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request;
and
(k) notify the Investor, at any time a prospectus covered by such
registration statement is required to be delivered under the Securities Act, of
the happening of any event of which it has knowledge 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 a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; and
(l) take such other actions as shall be reasonably requested by the
Investor.
Section 7. Lockup Agreement. In consideration for the Company agreeing
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to its obligations under this Agreement, the Investor agrees in connection with
any registration of the Company's securities (whether or not the Investor is
participating in such registration) upon the
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request of the Company and the underwriters managing any underwritten offering
of the Company's securities, not to sell, make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of any Registrable
Securities (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such reasonable period of time from the effective date of such registration as
the Company and the underwriters may specify, so long as all stockholders
holding more than one percent (1%) of the outstanding common stock and all
officers and directors of the Company are bound by a comparable obligation.
Section 8. Information by Investor. The Investor shall promptly
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furnish to the Company information regarding the Investor, the distribution
proposed by the Investor and such other information as the Company or its
counsel may request in writing and as shall be required in connection with any
registration referred to herein.
Section 9. Suspension of Sales. The Investor agrees that, upon receipt
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of any notice from the Company of the happening of any event of the kind
described in Section 6(k) (a "Suspension Notice"), the Investor will discontinue
disposition of Registrable Securities until the Investor's receipt from the
Company of copies of an supplemented or amended prospectus or a notice that the
use of the then current prospectus may be resumed (either, the "Update"), and
have received copies of any additional or supplemental filings which are
incorporated by reference in such prospectus. If so directed by the Company, the
Investor shall deliver to the Company all copies of the prospectus current at
the time of receipt of the Suspension Notice. If the Company shall give a
Suspension notice, the time periods set forth in Section 6(a) shall be extended
by the days during the period from and including the date of the giving of such
notice to and including the date of the Update.
Section 10. Termination of Rights. All rights of the Investor under this
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Agreement shall terminate at 5:00 p.m. Eastern time on the date five (5) years
after the closing date of the Initial Public Offering.
Section 11. Rule 144 Reporting. (a) With a view to making available to
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the Investor the benefits of Rule 144 which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees at
all times after ninety (90) days after the effective date of the Initial Public
Offering to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144; and
(ii) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act.
Section 12. Indemnification.
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(a) In the event of a registration of any of the Registrable Securities
under the Securities Act pursuant to this Agreement, the Company will indemnify
and hold harmless the
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Investor, each underwriter of the Registrable Securities thereunder and each
other person, if any, who controls the Investor or underwriter within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Investor or such underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which such Registrable Securities were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act or any
state securities law applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration, and
will reimburse the Investor, each of its officers, directors and partners, and
each person controlling the Investor, each such underwriter and each person who
controls such underwriter, for any reasonable legal and any other expenses
incurred in connection with investigating, defending or settling any such claim,
loss, damage, liability or action, provided that the Company will not be liable
in any such case to the extent that any such claim, loss, damage or liability
arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by the Investor or such underwriter
specifically for use therein.
(b) The Investor will, if Registrable Securities held by or issuable to
the Investor are included in the securities as to which such registration is
being effected, indemnify and hold harmless the Company, each of its directors
and officers, each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company and each
underwriter within the meaning of the Securities Act, and each other holder of
securities included in such registration, each of such holder's officers,
directors and partners and each person controlling such holder, against all
claims, losses, expenses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company, such holders and such directors, officers, partners, persons or
underwriters for any reasonable legal or any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by the Investor specifically for use therein; provided,
however, the total amount for which the Investor, its officers, directors and
partners, and any person controlling the Investor, shall be liable under this
Section 12(b) shall not in any event exceed the aggregate proceeds received by
the Investor from the sale of Registrable Securities sold by the Investor in
such registration.
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(c) Each party entitled to indemnification under this Section 12 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claims as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations hereunder, unless such failure resulted in actual detriment to the
Indemnifying Party. The Indemnified Party may participate in such defense at
such party's expense; provided, however, that the Indemnifying Party shall pay
such expense if representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further that in no
event shall the Indemnifying Party be required to pay the expenses of more than
one law firm per jurisdiction as counsel for the Indemnified Party. The
Indemnifying Party also shall be responsible for the expenses of such defense if
the Indemnifying Party does not elect to assume such defense. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party, which consents
shall not be unreasonably withheld or delayed.
(d) Notwithstanding the foregoing, to the extent that the provisions on
indemnification contained in the underwriting agreements entered into among the
Investor and other selling holders, the Company and the underwriters in
connection with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall be
controlling as to the Registrable Securities included in the public offering.
(e) If the indemnification provided for in this Section 12 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other hand in
connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and the Indemnified
Party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Investor agree that it would not be just and equitable if
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contribution pursuant to this Section 12(e) were determined by any method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the foregoing, the amount the Investor shall be
obligated to contribute pursuant to this Section 12(e) shall be limited to an
amount equal to the net proceeds to the Investor of the Restricted Securities
sold pursuant to the registration statement which gives rise to such obligation
to contribute (less the aggregate amount of any damages which the Investor has
otherwise been required to pay in respect of such loss, claim, damage, liability
or action or any substantially similar loss, claim, damage, liability or action
arising from the sale of such Restricted Securities), provided, however, that no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section,
notify such party or parties from whom contribution may be sought, but the
omission so to notify such party or parties from whom contribution may be sought
shall not relieve such party from any other obligation it or they may have
thereunder or otherwise under this Section, except to the extent that the party
from whom contribution is sought is materially adversely affected by such
failure. No party shall be liable for contribution with respect to any action,
suit, proceeding or claim settled without its prior written consent, which
consent shall not be unreasonably withheld.
(f) The indemnification provided by this Section 12 shall be a
continuing right to indemnification and shall survive the registration and sale
of any securities by the Investor and the expiration or termination of this
Agreement.
Section 13. Miscellaneous.
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(a) Amendments. This Agreement may be amended only by a writing
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signed by the Investor and the Company. The Investor hereby consents to future
amendments to this Agreement that permit future investors, other than employees,
officers or directors of the Company, to be made parties hereto, provided that
the rights granted to such future investors are identical or subordinate to the
rights of the Investor hereunder.
(b) Notices, Etc. All notices and other communications required or
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permitted hereunder shall be in writing and may be sent initially by facsimile
transmission and shall be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the
Investor, at the Investor's address set forth on the books of the Company, or at
such other address as the Investor shall have furnished to the Company in
writing, or (c) if to the Company, one copy should be sent to the Company's
current address at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, or at such
other address as the Company shall have furnished to the Investor. Each such
notice or other communication shall for all purposes of this Agreement be
treated as effective or having been given when delivered if delivered
personally, if sent by facsimile transmission, when so sent and receipt
acknowledged by an appropriate facsimile receipt, or, if sent by first class,
postage prepaid mail, at the earlier of
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its receipt or seventy-two (72) hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid.
(c) Severability. If any provision of this Agreement shall be held
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to be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
(d) Dilution. If, and as often as, there is any change in the Common
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Stock by way of a stock split, stock dividend, combination or reclassification,
or through a merger, consolidation, reorganization or recapitalization, or by
any other means, appropriate adjustment shall be made in the provisions hereof
so that the rights and privileges granted hereby shall continue with respect to
the Common Stock as adjusted.
(e) Governing Law. This Agreement shall be governed by and construed
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under the laws of the State of New York without regard to principles of conflict
of law.
(f) Counterparts. This Agreement may be executed in any number of
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counterparts, all of which shall constitute a single instrument.
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IN WITNESS WHEREOF, the Company and the Investor have executed this
agreement in counterparts as of the date first above specified.
The Company
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RAZORFISH, INC.
By:____________________________________
Name:
Title:
The Investor
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COMMUNICADE INC.
By:____________________________________
Name:
Title:
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