EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
TRISPAN SHAREHOLDERS
THIS REGISTRATION RIGHTS AGREEMENT (this "REGISTRATION RIGHTS AGREEMENT")
is made as of February 26, 1999, by and among AnswerThink Consulting Group,
Inc., a Florida corporation (the "COMPANY"), and the undersigned shareholders
(the "SHAREHOLDERS").
RECITALS
The Company desires to provide certain registration rights with respect to
shares of the Company's common stock, par value $.001 ("COMMON STOCK"), owned or
acquired by the Shareholders, pursuant to that certain Merger Agreement, dated
as of February 26, 1999, by and among the Company, ACG-triSpan Sub, Inc.,
triSpan Inc. and the Sellers named as such therein.
Based on the foregoing premises, the Company and the Shareholders hereby
agree as follows:
I. EFFECTIVE TIME. This Registration Rights Agreement shall be effective as of
the date first set forth above (the "EFFECTIVE TIME").
II. PIGGYBACK REGISTRATIONS.
A. RIGHT TO PIGGYBACK. Whenever the Company proposes to register any of its
securities under the Securities Act of 1933, as amended (the "SECURITIES
ACT")(other than pursuant to a registration of securities on Form S-4 or S-8
under the Securities Act (or a successor form to either of such Forms) or
pursuant to a "Demand Registration," as such term is defined in that certain
Registration Agreement dated as of April 23, 1997 by and among the Company and
certain investors in and executives of the Company (as such Registration
Agreement may be amended or amended and restated from time to time, the
"INVESTORS AND EXECUTIVES REGISTRATION RIGHTS AGREEMENT") and that certain
Registration Agreement dated as of August 1, 1997 by and among the Company and
certain other executives and shareholders of the Company ((as such Registration
Agreement may be amended or amended and restated from time to time, the "RTI
REGISTRATION RIGHTS AGREEMENT"), and the registration form to be used may be
used for the registration of Registrable Securities (as defined below) (a
"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to all
Shareholders of its intention to effect such a registration and 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. "REGISTRABLE Securities" means all of the
shares of Common Stock held by each Shareholder at the Effective Time, together
with any other shares of Common Stock issued or issuable with respect to said
shares by way of a stock dividend or stock split or conversion or in connection
with an exchange or combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities and the
Company shall not be required to continue to maintain the effectiveness of a
registration statement with respect thereto upon the earliest to occur of the
following: (i) when they have been sold under the Securities Act in a registered
offering, (ii) 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) ("RULE 144") (iii) or become eligible for sale (without limitation) under
Rule 144K or any successor rule. For purposes of this Registration Rights
Agreement, a person shall be deemed to be a holder of Registrable Securities
whenever such person has the right to acquire such Registrable Securities (upon
conversion or exercise of securities or otherwise), whether or not such
acquisition has actually been effected; PROVIDED, HOWEVER, that such acquisition
must actually have been effected prior to the effective date of any registration
statement which includes any Registrable Securities to be so acquired.
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 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 without adversely affecting the marketability of the offering, the
Company shall include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, the Registrable Securities held only by those
parties with registration rights under the Investors and Executives Registration
Rights Agreement and under the RTI Registration Rights Agreement 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 each such holder, (iii)
third, the Registrable Securities held by the Shareholder hereunder, and (iv)
fourth, other securities requested to be included in such registration.
C. PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company 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 holders of a majority of the "Registrable
Securities" under the Investors and Executives Registration Rights Agreement,
the RTI Registration Rights Agreement and this Registration Rights Agreement
without adversely affecting the marketability of the offering, the Company shall
include in such registration (i) first, the securities requested to be included
therein by the holders on whose behalf such registration is being effected, (ii)
second, the Registrable Securities held only by those parties with registration
rights under the Investors and Executives Registration Rights Agreement and
under the RTI Registration Rights Agreement 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 each such holder, (iii) third, the
Registrable Securities held by Xxxx Puzzenghera granted in connection with the
Company's acquisition of Legacy Technology, Inc., (iv) fourth, the Registrable
Securities held by the Shareholder hereunder, and (v) fifth, other securities
requested to be included in such registration.
III. FORM S-3. The Company shall use its best efforts to qualify for
registration on Form S-3 or its successor form. After the Company has qualified
for the use of Form S-3 , the Company shall notify the Shareholders of such
qualification and shall, within thirty (30) days of such qualification, register
the number of shares of Registrable Securities to be disposed of in accordance
with the intended method of disposition of shares sought to be disposed of by
such Shareholder. Notwithstanding such 30-day grace period, so long as one of
the events listed in SECTION 7 below has not occurred or is occurring, the
Company will use its best efforts to file such registration statement on Form
S-3 on or soon as practicable after, the date on which the Company becomes Form
S-3 eligible.
The Company shall give written notice to all Shareholders of
registration pursuant to this SECTION 3 and shall provide a reasonable
opportunity (no fewer than ten (10) days from the delivery of the notice) for
other Shareholders to participate in the registration.
IV. REGISTRATION PROCEDURES. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this
Registration Rights Agreement, the Company shall use its 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 (the "SEC")
a registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective (provided
that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to the counsel selected by the
holders of a majority of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed);
B. notify each holder of Registrable Securities of the effectiveness of
each registration statement filed hereunder and prepare and file with the SEC
such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement in the case of a
registration statement under SECTION 2 effective for a period of not less than
90 days and, in the case of a registration statement under SECTION 3 for a
period of not less than 2 years 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;
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 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;
F. cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on "NASDAQ" (as defined in Rule 11Aa3-1 of the
SEC under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))
and, if listed on NASDAQ, use its best efforts to secure designation of all such
Registrable Securities covered by such registration statement as a "national
market system security" within the meaning of Rule 11Aa2-1 of the SEC under the
Exchange Act or, failing that, to secure NASDAQ authorization for such
Registrable Securities;
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, if any) and take all such other actions as the holders of a
majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including effecting a stock split or a combination of
shares);
I. make available for inspection by any seller of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller 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 accounts to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;
J. otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
twelve 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. permit any holder of Registrable Securities which holder, in its sole
and exclusive judgment, might be deemed to be an underwriter or a controlling
person of the Company, to participate in the preparation of such registration or
comparable statement and to require the insertion therein of material, furnished
to the Company in writing, which in the reasonable judgment of such holder and
its counsel should be included;
L. 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 best efforts promptly to obtain the
withdrawal of such order;
M. use its best efforts to cause such 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; and
N. in the case of a registration statement other than pursuant to
Securities Act Rule 415, obtain a cold comfort letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters as the holders of a
majority of the Registrable Securities being sold reasonably request (provided
that such Registrable Securities constitute a least 10% of the securities
covered by such registration statement).
V. REGISTRATION EXPENSES.
A. All expenses incident to the Company's performance of or compliance with
this Registration Rights 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.
B. The Registration Expenses of the holders of Registrable Securities shall
be paid by the Company in all Piggyback and Shelf Registrations.
C. In connection with each Piggyback Registration, the Company shall
reimburse the holders of Registrable Securities included in such registration
for the reasonable fees and disbursements of one counsel chosen by the holders
of a majority of the Registrable Securities and for the reasonable fees and
disbursements of each additional counsel retained by any holder of Registrable
Securities for the purpose of rendering a legal opinion on behalf of such holder
in connection with any underwritten Piggyback Registration.
VI. HOLD-BACK AGREEMENT.
Each holder of Registrable Securities shall agree not to effect any public
sale or distribution of securities of the Company of the same or similar class
or classes of the securities included in a registration statement or any
securities convertible into or exchangeable or exercisable for such securities,
including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, for
a period beginning on the effective date of a registered offering and ending 90
days thereafter or that shorter period requested by the underwriter in an
underwritten public offering by the Company.
VII. STANDBY AND BLACK OUT ARRANGEMENTS.
A. Notwithstanding any other provision of this Agreement to the contrary,
the Company shall not be required to file any registration statement pursuant to
SECTION 3 of this Agreement (i) within a period of 90 days after the effective
date of any other registration statement filed by the Company (other than a
registration statement on Form S-8, and (ii) for a deferral period of up to 90
days if the Board of Directors of the Company in good faith determines that such
registration would interfere with any proposed offering of shares of the
Company's capital stock (and the Company notifies the Shareholders of its
intention to file a registration statement relating to such offering); PROVIDED,
HOWEVER, that the Company shall be able to defer registration under this
subclause only one time in any 12-month period.
B. Following the effectiveness of a registration statement (and the filings
with any state securities commissions), the Company may direct a holder of
Registrable Securities to suspend sales of the Registrable Securities for such
times as the Company reasonably may determine is necessary and advisable, for
any event for which disclosure may be required under the securities laws,
including the following events (a "SUSPENSION EVENT"), (i) an underwritten
primary offering by the Company where the Company is advised by the underwriters
for such offering that sale of Registrable Shares under the registration
statement would have a material adverse effect on the primary offering, or (ii)
pending negotiations relating to, or consummation of, a transaction or the
occurrence of an event (x) that would require additional disclosure of material
information by the Company in the registration statement (or such filings), (y)
as to which the Company has a BONA FIDE business purpose for preserving
confidentiality or (z) which renders the Company unable to comply with SEC
requirements, or (iii) the continued effectiveness of a registration statement
would have a material adverse effect on any proposed or pending acquisition,
merger, business combination or other material transaction involving the
Company, in each case under circumstances that would make it impractical or
inadvisable to cause the registration statement (or such filings) to become
effective or to promptly amend or supplement the registration statement on a
post-effective basis, as applicable.
C. In the case of an event which causes the Company to suspend the
effectiveness of a registration statement, the Company may give notice (a
"SUSPENSION NOTICE") to the holders of Registrable Securities to suspend sales
of the Registrable Shares (other than pursuant to a Piggyback Registration as
provided in SECTION 2 where the Suspension Notice relates to a Shelf
Registration under SECTION 3) so that the Company may correct or update the
registration statement (or such filings); provided, however, that such
suspension shall continue only for so long as the Suspension Event or its effect
is continuing. Each holder of Registrable Securities agrees that it will not
effect any sales of the Registrable Shares pursuant to such registration
statement (or such filings) at any time after it has received a Suspension
Notice from the Company. If so directed by the Company, each holder of
Registrable Securities will deliver to the Company all copies of the Prospectus
covering the Registrable Shares held by them at the time of receipt of the
Suspension Notice. The holders of Registrable Securities may recommence
effecting sales of the Registrable Shares pursuant to the registration statement
(or such filings) following further notice to such effect (an "END OF SUSPENSION
NOTICE") from the Company, which End of Suspension Notice shall be given by the
Company promptly following the conclusion of any Suspension Event and the
effectiveness of any required amendment or supplement to be the registration
statement.
D. Notwithstanding the provisions of SECTIONS 7(A) and 7(B) to the
contrary: (i) no holder of Registrable Securities shall be subject to the
provisions of SECTIONS 7(A) and 7(B) hereof for a period of time in excess of
ninety (90) days; and (ii) no Suspension Notice may be given more than twice in
any twelve (12) month period. Moreover, notwithstanding SECTIONS 2(A) and 3
hereof, if the Company shall give a Suspension Notice pursuant to this SECTION
7, the Company agrees it shall extend the period during which the registration
statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from the date of the giving of the Suspension Notice
to and including the date when the holders of Registrable Securities shall have
received the End of Suspension Notice and copies of the supplemented or amended
Prospectus necessary to resume sales.
VIII. INDEMNIFICATION.
A. 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 filed pursuant to the terms of
this Agreement 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 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, 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. 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 or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing 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. Any person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying part 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.
D. The indemnification provided for under this Registration Rights
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling person of such indemnified party and shall survive the transfer of
securities. The Company also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
the Company's indemnification is unavailable for any reason.
(E) Each Shareholder agrees to indemnify and hold harmless the Company, its
directors and officers and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Shareholder with respect to information relating to such Shareholder
furnished in writing by such Shareholder expressly for use in, and information
provided under this Agreement for use in, any registration statement or
prospectus, or any amendment or supplement thereto, or any preliminary
prospectus.
The Company shall be entitled to receive indemnities from underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such persons specifically for
inclusion in any prospectus or registration statement or any amendment or
supplement thereto, or any preliminary prospectus.
9. PARTICIPATION IN REGISTRATIONS. No person may participate in any registration
hereunder unless such person (i) agrees to sell such person's securities on the
basis provided in any underwriting arrangements approved by the person or
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the securities laws or under the
terms of any such underwriting arrangements; provided that no holder of
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding such holder
and such holder's intended method of distribution) or to undertake any
indemnification obligations to the Company or the underwriters with respect
thereto, except as otherwise provided in Section 8 hereof.
10. MISCELLANEOUS.
A. NO INCONSISTENT AGREEMENTS. The Company shall not 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 Registration
Rights 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 Registration Rights Agreement or which would adversely effect 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 provisions of this
Registration Rights Agreement shall be entitled to enforce such rights
specifically to recover damages caused by reason of any breach of any provision
of this Registration Rights 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 Registration Rights
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 Registration Rights
Agreement.
D. AMENDMENT AND WAIVERS. Except as otherwise provided herein, the
provisions of this Registration Rights Agreement may be amended or waived only
upon the prior written consent of the Company and the Shareholders.
E. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Registration Rights 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 Registration Rights
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.
F. SEVERABILITY. Whenever possible, each provision of this Registration
Rights Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but
if any provision of this Registration Rights 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 Registration Rights Agreement.
G. COUNTERPARTS. This Registration Rights 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 Registration Rights Agreement.
H. DESCRIPTIVE HEADINGS. The descriptive headings of this Registration
Rights Agreement are inserted for convenience only and do not constitute a part
of this Registration Rights Agreement.
I. GOVERNING LAW. THIS REGISTRATION RIGHTS AGREEMENT, THE RIGHTS AND DUTIES
OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
(BUT NOT INCLUDING THE CHOICE OF LAW RULES THEREOF).
J. NOTICES. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Registration Rights
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 mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid at
the addresses set forth: (i) in the case of the Shareholders, on the books and
records of the Company (or such other address as to which the Shareholders has
notified the Company); or (ii) in the case of the Company, below:
AnswerThink Consulting Group, Inc.
0000 Xxxxxxxx Xxx Xxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx X. Xxxxxxxxx
President, Chief Executive
Officer and Chairman.
11. TRANSFER OF REGISTRATION RIGHTS. Each Shareholder's rights under this
Agreement may not be assigned by such Shareholder except to (a) any other
Shareholder, (b) any affiliate, as that term is defined in the Investment
Company Act of 1940, as amended, of such Shareholder (including a partner of
such Shareholder), or (c) any person or entity acquiring from such Shareholder
at least twenty five percent (25%) of the Registrable Securities held by such
Shareholder on the date of this Agreement or an equivalent amount (as adjusted
for stock splits, stock dividends, reclassifications, recapitalizations or other
similar events) of Common Stock. Notwithstanding anything to the contrary in
this Agreement, Xxxx X. Xxxxxxxxx'x rights under this Agreement may be
transferred with respect to 15,000 shares of Common Stock to not more than four
(4) charities. Any transfer or assignment permitted by the foregoing sentences
shall be effective as long as (1) the Company is given written notice by such
Shareholder at the time of or within a reasonable time after said transfer,
stating the name and address of said transferee or assignee and identifying the
securities with respect to which such registration rights are being assigned and
(2) the transferee or assignee agrees in writing to be bound by the terms and
conditions of this Agreement.
* * * * *
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
THE COMPANY:
ANSWERTHINK CONSULTING GROUP, INC., a
Florida corporation
By: /s/ XXXX X. XXXXXXX
-------------------------
Xxxx X. Xxxxxxx
Executive Vice President
SELLERS:
/s/ XXXX XXXXXXXXX
-------------------------
Name: Xxxx Xxxxxxxxx
-------------------------
/s/ XXXXXX X. XXXXXXX
-------------------------
Name: Xxxxxx X. XxXxxxx
-------------------------
/s/ XXXXXXX X. XXXXXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
----------------------------
JK&B CAPITAL L.P.
By: JK&B MANAGEMENT, LLC
GENERAL PARTNER
By: /s/ XXXXX XXXXXXXX
-------------------------
Name: Xxxxx Xxxxxxxx
Its: Manager
JK&B CAPITAL II, L.P.
By: JK&B MANAGEMENT, LLC
GENERAL PARTNER
By: /s/ XXXXX XXXXXXXX
-------------------------
Name: Xxxxx Xxxxxxxx
Its: Manager
APEX STRATEGIC PARTNERS, L.L.C.
By: APEX MANAGEMENT III, L.L.C., ITS MANAGER
By: FIRST ANALYSIS APEX MANAGEMENT CO. III, L.L.C.
MANAGING PARTNER
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx, Member
APEX INVESTMENT FUND III, L.P.
By: APEX MANAGEMENT III, L.L.C.,
ITS GENERAL PARTNER
By: FIRST ANALYSIS APEX MANAGEMENT CO. III, L.L.C.
MANAGING PARTNER
By: /s/ XXXX X. XXXXXXX
-------------------------
Name: Xxxx X. Xxxxxxx, Member
Its: Member
WINSTON PARTNERS, L.P.
By: CHATTERJEE FUND MANAGEMENT, L.P.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Its: Attorney in Fact
WINSTON PARTNERS II LLC
By: CHATTERJEE ADVISORS L.L.C.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Its: Manager
BOSTON CAPITAL VENTURES III
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Its: General Partner
VELOCITY CAPITAL, LLC
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Its: Member/Manager
