REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into this
______ day of _________, 1997 by and between IntraNet Solutions, Inc., a
Minnesota corporation (the "Company"), and the person named on the signature
page hereto (the "Investor").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Subscription Agreement, dated as of
_____________, 1997, by and between Investor and the Company (the "Subscription
Agreement"), the Company has agreed, upon the terms and subject to the
conditions of the Subscription Agreement, to issue and sell to Investor shares
of the Company's Series A Convertible Preferred Stock (the "Shares") as defined
in that certain Certificate of Designation of Series A Convertible Preferred
Stock (the "Certificate of Designation"), convertible into shares of Common
Stock, $.01 par value (the "Conversion Shares"); and
WHEREAS, to induce Investor to execute and deliver the Subscription
Agreement, the Company has agreed to provide Investor with certain rights
relating to the registration of: (i) the Conversion Shares and (ii) the shares
of Common Stock issuable upon exercise of that certain Stock Purchase Warrant,
of even date herewith, issued by the Company to Investor (the "Warrant Shares")
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "Securities
Act");
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Investor hereby agree as follows:
A G R E E M E N T:
1. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have the
following meanings:
(i) "Closing Date" means the date on which Investor and the Company
execute and deliver the Subscription Agreement.
(ii) "Holder" means Investor and any transferee or assignee who agrees
to become bound by the provisions of this Agreement in accordance with Section 9
hereof.
(iii) "Register," "registered," and "registration" refer to
a registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act on such appropriate
registration form promulgated by the Commission as shall be selected by the
Company and the declaration or ordering of effectiveness of such Registration
Statement by the United States Securities and Exchange Commission (the "SEC").
(iv) "Registrable Securities" means the Conversion Shares and the
Warrant Shares.
(v) "Registration Statement" means a registration statement under the
Securities Act registering securities of the Company.
(b) Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Subscription Agreement or the Certificate
of Designation, as the case may be, unless the context otherwise requires.
2. REGISTRATION.
(a) REGISTRATION. On or before the twentieth day following the Closing
Date, the Company shall prepare and file a Registration Statement on Form S-3 or
any other appropriate form available to the Company covering the offer and sale
of the Registrable Securities with the SEC pursuant to the Securities Act;
PROVIDED, HOWEVER, that the Company may elect, in its sole discretion, to
include the Registerable Securities in a Registration Statement covering the
offer and sale of other equity securities issued or issuable by the Company and
filed with the SEC pursuant to the Securities Act.
(b) REGISTRATION REQUIRED. The Company will use its best efforts to have
the Registration Statement declared effective by the SEC no later than 90 days
from the Closing Date (the "Registration Period"). For the first month
subsequent to the expiration of the Registration Period during which the
Registration Statement has not been declared effective, the Company will pay to
each Holder a cash penalty of two percent (2%) of the purchase price paid by
Investor for the Shares. For each month thereafter during which the
Registration Statement has not been declared effective, the Company will pay to
each Holder a cash penalty of three percent (3%) of the purchase price paid by
Investor for the Shares.
(c) SUSPENSION. If, following such effectiveness, either the
effectiveness of the Registration Statement is suspended or a current prospectus
meeting the requirements of Section 10 of the Act is not available for delivery
by the Holder (except during periods that the Company provides notice to the
Holder that the Registration Statement fails to state or omits a material fact
therein and the Company promptly takes steps necessary to correct such failure)
(either referred to herein as a "suspension"), the Company shall pay Holder as
liquidated damages an amount equal to two percent (2%) of the total purchase
price of the Shares then held by Holder for the first thirty (30) day period
after the date of the suspension, plus an amount equal to three percent (3%) of
the total purchase price of Shares then held by Holder for each subsequent
thirty (30) day period thereafter (pro-rated as to a period of less than thirty
(30) days).
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(d) PAYMENTS. Any amounts due under this Section 2 shall be paid to the
Holder by cashier's check or wire transfer in immediately available funds to
such account as shall be designated in writing by the Holder, and shall be
delivered on or before the fifth (5th) day following the end of the calendar
month in which such payment obligation arose.
3. OBLIGATIONS OF THE COMPANY. In connection with the registration of
the Registrable Securities, the Company shall:
(a) keep the Registration Statement effective at all times until the
earlier of (1) the Registerable Securities have been disposed thereunder or (2)
eleven months from the date the Registration Statement is declared effective (or
the aggregate period of eleven months of effectiveness in the event that the
effectiveness of such Registration Statement is temporarily suspended (the
"Registration Period"). In any case, the Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) filed by
the Company shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein, (in case of a prospect in light of the circumstances in
which they were made), not misleading; PROVIDED, HOWEVER, that if at any time
Holders shall be entitled to sell all Registrable Securities held by them
pursuant to Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit Holders to sell
securities of the Company to the public without registration and without
imposing restrictions arising under the federal securities laws on the purchases
thereof in a period of three consecutive months, then the Company shall, so long
as it meets the current public information requirements of Rule 144, thereafter
no longer be required to maintain the registration of Registrable Securities
pursuant to this Agreement;
(b) prepare and file with the SEC such amendments (including post-
effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times through the
Registration Period, and, during such period, comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth in the
Registration Statement or prospectus supplement;
(c) furnish to each Holder whose Registrable Securities are included in
the Registration Statement, such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents as such Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Holder;
(d) use reasonable efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such other securities or
blue sky laws of such jurisdictions as Holders who hold a majority in interest
of the Registrable Securities being offered reasonably request, (ii) prepare and
file in those jurisdictions such amendments (including post-effective
amendments) and
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supplements, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times through the
Registration Period and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such
jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required in
connection therewith or as a condition thereto to (I) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but
for this Section 3(d), (II) subject itself to general taxation in any such
jurisdiction, (III) file a general consent to service of process in any such
jurisdiction, (IV) provide any undertakings that cause more than nominal
expense or burden to the Company or (V) make any change in its charter or
bylaws;
(e) as promptly as practicable after becoming aware of such event, notify
each Holder who holds Registrable Securities being sold pursuant to such
registration of the happening of any event of which the Company has knowledge,
as a result of which the prospectus included in the 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, in light of the circumstances under which they were made,
not misleading, and use its best efforts promptly to prepare a supplement or
amendment to the Registration Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to each
Holder as such Holder may reasonably request;
(f) as promptly as practicable after becoming aware of such event, notify
each Holder who holds Registrable Securities being sold pursuant to such
registration (or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the SEC of any stop order or other suspension
of effectiveness of the Registration Statement at the earliest possible time;
(g) permit a single firm of counsel designated as selling stockholders'
counsel by Holders who hold a majority in interest of the Registrable Securities
being sold pursuant to such registration to review the Registration Statement
and all amendments and supplements thereto a reasonable period of time prior to
their filing with the SEC, and shall not file any document in a form to which
such counsel reasonably objects;
(h) provide a transfer agent and registrar, which may be a single entity,
for the Registrable Securities not later than the effective date of the
Registration Statement;
(i) cooperate with Holders who hold Registrable Securities being sold to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing Registrable Securities to be sold pursuant to
the denominations or amounts as the case may be, and registered in such names as
Holders may reasonably request; and
(j) take all other reasonable actions necessary to expedite and facilitate
disposition by Holders of the Registrable Securities pursuant to the
Registration Statement;
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4. OBLIGATIONS OF HOLDERS. In connection with the registration of the
Registrable Securities, Holders shall have the following obligations:
(a) It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Agreement with respect to each Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required to effect the
registration of the Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request. At
least ten (10) business days prior to the first anticipated filing date of the
Registration Statement, the Company may notify each Holder of the information
the Company requires from each such Holder (the "Requested Information");
(b) Each Holder by such Holder's acceptance of the Registrable Securities
agrees to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of the Registration Statement
hereunder;
(c) Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) such Holder
will immediately discontinue disposition of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(f) and, if so directed by the Company, such Holder
shall deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.
5. EXPENSES OF REGISTRATION. All expenses (other than fees and expenses
of investment bankers and other than brokerage commissions) incurred in
connection with registrations, filings or qualifications pursuant to Section 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees and the fees and disbursements of counsel for
the Company, shall be borne by the Company; PROVIDED, HOWEVER, that Holders
shall bear the fees and out-of-pocket expenses of its legal counsel and
accountants and agents selected by it.
6. INDEMNIFICATION. In the event any Registrable Securities are included
in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder who holds such Registrable Securities, the directors, if
any, of such Holder, the officers, if any, of such Holder, each person, if any,
who controls any Holder within the meaning of the Securities Act or the Exchange
Act, (each, an "Indemnified Person"), against any losses, claims, damages,
expenses or liabilities (joint or several) (collectively "Claims") to which any
of them become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations in the Registration Statement, or
any
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post-effective amendment thereof, or any prospectus included therein: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or 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, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus if used prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act or any state securities law or any rule or regulation (the
matters in the foregoing clauses (i) through (iv) being, collectively,
"Violations"). Subject to the restrictions set forth in Section 6 (d) with
respect to the number of legal counsel, the Company shall reimburse Holders
promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a) (I) shall not apply to a Claim arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by any Indemnified Person expressly for use
in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(c) hereof; (II) with respect to
any preliminary prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as then
amended or supplemented, if such prospectus was timely made available by the
Company pursuant to Section 3(c) hereof; and (III) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Persons and shall survive
the transfer of the Registrable Securities by Holders pursuant to Section 9.
(b) In connection with any Registration Statement in which an Holder is
participating, each such Holder agrees to indemnify and hold harmless, to the
same extent and in the same manner set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement,
each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act, and any other stockholder selling securities
pursuant to the Registration Statement or any of its directors or officers or
any person who controls such stockholder within the meaning of the Securities
Act or the Exchange Act (collectively and together with an Indemnified Person,
an "Indemnified Party"), against any Claim to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claim arises out of or is based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Holder
expressly for use in connection with such Registration Statement; and such
Holder will
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promptly reimburse any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim; PROVIDED, HOWEVER,
that the indemnity agreement contained in this Section 6(b) shall not apply
to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Holder, which consent shall not be
unreasonably withheld; PROVIDED FURTHER, HOWEVER, that Holder shall be liable
under this Section 6(b) for only that amount of a Claim as does not exceed
the net proceeds to such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by Holders pursuant to Section 9. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) with respect to any preliminary prospectus
shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the preliminary
prospectus was corrected on a timely basis in the prospectus, as then amended
or supplemented.
(c) The Company shall be entitled to receive indemnities from selling
brokers, dealer managers and similar securities industry professionals
participating in any distribution, to the same extent as provided above, with
respect to information such persons so furnished in writing by such persons
expressly for inclusion in the Registration Statement.
(d) Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action (including any
governmental action), such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof and this indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying parties;
PROVIDED, HOWEVER, that an Indemnified Person or Indemnified Party shall have
the right to retain its own counsel, with the fees and expenses to be paid by
the indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
or Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and other party represented by such counsel in such
proceeding. The Company shall pay for only one separate legal counsel for
Holders; such legal counsel shall be selected by Holders holding a majority in
interest of the Registrable Securities. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action. The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage or liability is incurred and is due and
payable.
7. CONTRIBUTION. To the extent any indemnification provided for herein
is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any
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amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; PROVIDED, HOWEVER, that (a) no contribution shall be
made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6, (b) no
seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any seller of Registrable Securities who was not guilty
of such fraudulent misrepresentation and (c) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.
8. REPORTS UNDER EXCHANGE ACT. With a view to making available to
Holders the benefits of Rule 144 or any other similar rule or regulation of the
SEC that may at any time permit Holders to sell securities of the Company to the
public without registration, until such time as Holders have sold all the
Registrable Securities pursuant to a Registration Statement or Rule 144, the
Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) file with the SEC all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and
(c) furnish to each Holder so long as such Holder owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company and
(iii) such other information as may be reasonably requested to permit Holders to
sell such securities pursuant to Rule 144 without registration.
9. ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by Holders to transferees or assignees of all or any
portion of such securities only if: (a) the Company is, within a reasonable time
after such transfer or assignment, furnished with written notice of (i) the name
and address of such transferee or assignee and (ii) the securities with respect
to which such registration rights are being transferred or assigned, (b)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and applicable state securities laws, (c) at or before the time the Company
received the written notice contemplated by clause (a) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein, and (d) such transfers of Registered Securities
complies with the Subscription Agreement.
10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and Holders who hold a
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majority in interest of the Registrable Securities. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Holder
and the Company.
11. ISSUANCE OF CONVERSION SHARES. The Company agrees to issue and
deliver to the proper Holder certificates representing the Conversion Shares
within four business days from the date the Company receives such Holder's
request for conversion (the "Conversion Period"). For each day subsequent to
the expiration of the Conversion Period the certificates have not been so issued
and delivered, the Company shall pay to the Holder a cash penalty of one percent
(1%) of the purchase price paid by Investor for the Shares.
12. COMPANY STANDOFF. Except in a business combination, or under
existing employee stock incentive or purchase plans, the Company shall not for
its own account effect any public sale or distribution of any securities similar
to the Registrable Securities or any securities exercisable for or convertible
or changeable into the Registrable Securities during the thirty (30) days prior
to, and during the thirty (30) days immediately following, the effective date of
any registration statement filed pursuant to this Agreement; PROVIDED, HOWEVER,
that the Company may effect such public sale or distribution during the
thirty(30) days immediately following the effective date of such registration
statement if such sale or distribution of securities is at a price equal to or
greater than 130% of the last trade price of the Company's Common Stock on the
day of Closing.
13. RIGHT OF FIRST REFUSAL AND MOST-FAVORED-NATIONAL CLAUSE. If at any
time before the end of the thirty (30) day period following the effective date
of a registration statement filed pursuant to this Agreement the Company
proposes to issue Common Stock or securities convertible into or exercisable for
Common Stock or other convertible securities, pursuant to an offering exempt
from registration under the Act, the Company shall provide to Holder reasonable
advance notice of all the terms of such proposed issuance. The Holder shall
have the right to purchase or refuse to purchase all or any part of such
securities proposed to be issued in such offering, and shall have at least
seventy-two (72) hours after receipt of such notice to review the terms of the
proposed issuance.
If the Company issues Common Stock or securities convertible into or
exercisable for Common Stock or other convertible securities at a time when any
of the Shares remain outstanding at an effective price per share of Common Stock
which is lower than the conversion price of the Shares at that time, then the
Company shall issue to each Holder upon conversion an additional number of
shares of Common Stock necessary to reduce the effective conversion price to
such lower issue price. This Section shall not be applicable to issuances of
Common Stock, or options granted at market price, pursuant to any shareholder-
approved plan.
14. MISCELLANEOUS.
(a) A person or entity is deemed to be a holder of Registrable Securities
whenever such person or entity owns of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or
more persons or entities with respect to the same
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Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.
(b) Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally delivered,
sent via facsimile or via overnight courier, or when sent by registered mail,
return receipt requested, addressed (i) if to the Company, at IntraNet
Solutions, Inc., 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxxx, Chief Financial Officer (ii) if to Holder, at the
address set forth under its name in the Subscription Agreement and (iii) if to
any other Holder, at such address as such Holder shall have provided in writing
to the Company, or at such other address as each such party furnishes by notice
given in accordance with this Section 11(b), and shall be effective, when
personally delivered, upon receipt, and when so sent by certified mail, four
business days after deposit with the United States Postal Service.
(c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
(d) This Agreement shall be enforced, governed by and construed in
accordance with the laws of the State of Minnesota applicable to the agreements
made and to be performed entirely within such state, without giving effect to
rules governing the conflict of laws. In the event that any provision of this
Agreement is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
hereof.
(e) Any Holder of Shares shall be entitled to recover from the Company
reasonable attorneys' fees and expenses incurred by such Holder in connection
with enforcement by such Holder of any obligation of the Company hereunder.
(f) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.
(g) Subject to the requirements of Section 9 hereof, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto.
(h) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require .
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(i) The headings in the Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
(j) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to
the other party hereto by telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of day and
year first above written.
INTRANET SOLUTIONS, INC.
By:
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Its:
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INVESTOR:
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By:
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Its:
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