Exhibit 99.1
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
AND
CERTAIN STOCKHOLDERS NAMED HEREIN
DATED _________ ___, 2002
TABLE OF CONTENTS
PAGE
----
1. REGISTRATION RIGHTS...............................................1
1.1 Definitions................................................1
1.2 Piggyback Registrations....................................3
1.3 Expenses of Registration...................................3
1.4 Registration Procedures....................................4
1.5 Indemnification............................................5
1.6 Information by Holders.....................................8
1.7 Rule 144...................................................8
1.8 Transfer of Registration Rights............................8
1.9 Market Stand-Off Agreement.................................8
1.10 Termination of Registration Rights.........................9
2. GENERAL...........................................................9
2.1 Waivers and Amendments.....................................9
2.2 Governing Law..............................................9
2.3 Successors and Assigns.....................................9
2.4 Entire Agreement...........................................9
2.5 Notice.....................................................9
2.6 Severability..............................................10
2.7 Titles and Subtitles......................................10
2.8 Counterparts..............................................10
2.9 Stock Splits, etc.........................................10
2.10 Injunctive Relief.........................................10
2.11 Limitations on Subsequent Registration Rights.............10
-i-
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into on
________ __, 2002, by and among Fidelity National Information Solutions, Inc., a
Delaware corporation (the "COMPANY") and the persons named on the signature
pages attached hereto (individually, a "HOLDER", and collectively, the
"HOLDERS"), as may be amended from time to time pursuant to the terms of this
Agreement.
RECITALS
WHEREAS, the Company, EFS Merger Sub, Inc., a Delaware corporation and a
wholly owned first-tier subsidiary of the Company ("MERGER SUB"), Eastern
Financial Systems, Inc., a Pennsylvania corporation ("EASTERN") and
substantially all of the shareholders of Eastern entered into that certain
Agreement and Plan of Merger, dated October __, 2002 (the "MERGER AGREEMENT"),
pursuant to which on the date hereof, Merger Sub merged with and into Eastern
(the "MERGER"); and
WHEREAS, in order to induce Eastern and Holders to enter into the Merger
Agreement, the Company agreed to execute and deliver this Agreement
contemporaneously with the closing of the Merger and other transactions
contemplated by the Merger Agreement.
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
AGREEMENT
1. Registration Rights
1.1 Definitions.
As used in this Agreement, the following terms shall have the
following respective meanings:
(a) "AFFILIATE" shall have the meaning set forth in Rule 12b-2 of
the regulations promulgated under the Exchange Act.
(b) "AGREEMENT" shall have the meaning set forth in the Recitals.
(c) "COMMISSION" means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
(d) "COMMON STOCK" shall mean the Company's common stock, $.0001 par
value, as authorized on the date of this Agreement.
(e) "EASTERN" shall have the meaning set forth in the Recitals.
(f) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar successor Federal statute and the rules and regulations
thereunder.
(g) "HOLDER" or "HOLDERS" means any person who holds Registrable
Securities and each person to whom Registrable Securities were originally issued
or who is a qualified transferee under Section 1.9 hereof.
(h) "INDEMNIFIED PARTY" shall have the meaning set forth in Section
1.6(c).
(i) "INDEMNIFYING PARTY" shall have the meaning set forth in Section
1.6(c).
(j) "MERGER" shall have the meaning set forth in the Recitals.
(k) "MERGER AGREEMENT" shall have the meaning set forth in the
Recitals.
(l) "MERGER SUB" shall have the meaning set forth in the Recitals.
(m) "PARTICIPATING HOLDERS" means any Holder or Holders who have, by
proper notice, requested inclusion of Registrable Securities in the relevant
public offering and who have, if applicable, agreed to participate in any
related underwriting.
(n) "PUBLIC OFFERING" means a registered offering of the Company's
securities to the general public (other than an offering covered by a
registration statement relating solely to a sale of securities to employees of
the Company pursuant to a stock option, stock purchase or similar plan or a
transaction within the scope of Rule 145 promulgated under the Securities Act).
(o) "REGISTER," "REGISTERED" and "REGISTRATION" refer to (i) a
registration of an offering of securities 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
(ii) the qualification or compliance of such offering of securities under
applicable state blue-sky laws, and the filing of all necessary amendments or
undertakings therefor.
(p) "REGISTRATION EXPENSES" means any and all fees and expenses
incident to the Company's performance of or compliance with this Agreement,
including, without limitation: (i) the Commission, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees and all
listing fees and fees with respect to the inclusion of securities on the Nasdaq
National Market, (ii) fees and expenses of compliance with state securities or
"blue sky" laws and in connection with the preparation of a "blue sky" survey,
including, without limitation, reasonable fees and expenses of blue sky counsel,
(iii) printing expenses, (iv) messenger and delivery expenses, (v) fees and
disbursements of counsel for the Company, (vi) fees and disbursements of all
independent public accountants (including the expenses of any audit and/or "cold
comfort" letter) and fees and expenses of other persons, including special
experts, retained by the Company, and (vii) any other fees and disbursements of
underwriters, if any, customarily paid by issuers or sellers of securities.
(q) "REGISTRABLE SECURITIES" means (i) any shares of Common Stock
owned by the Holders, and (ii) any securities issued as a dividend on or other
distribution with respect to or in exchange, replacement or in subdivision of,
any such Common Stock. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (A) a registration
statement with respect to the sale of such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (B) such securities shall
have been sold (other than in a privately negotiated sale) pursuant to Rule 144
(or any successor provision) under the Securities Act, (C) all of the
Registrable Securities held by such Holder shall be eligible for disposition
under Rule 144, or (D) such securities cease to be outstanding.
(r) "REGISTRATION STATEMENT" shall mean any disclosure document that
the Company is required to file under the Securities Act in connection with a
Public Offering of Registrable Securities.
(s) "RULE 144" shall have the meaning set forth in Section 1.8(a).
-2-
(t) "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar successor Federal statute and the rules and regulations
thereunder.
1.2 Piggyback Registrations.
(a) Registration. If the Company shall determine to register any of
its securities, whether or not for sale for its own account, the Company will:
(i) promptly give to each Holder written notice thereof; and
(ii) include in such registration, and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, received by the Company within thirty (30) days after written
notice from the Company by any Holders, except as limited under Section 1.2(b)
below.
Notwithstanding the foregoing, the Company shall not be required to
notify Holders or include Registrable Securities in any registration (x)
relating solely to an employee benefit plan, or (y) relating solely to a
transaction within the scope of Rule 145 on Form S-4, or any successor form.
(b) Underwriting. If the registration of which the Company gives
notice is for a public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
1.2(a)(i). In such event the right of any Holders to registration pursuant to
Section 1.2 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. The Company and all Holders
proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the underwriters selected
by the Company. Notwithstanding any other provision of this Section 1.2, if the
underwriters determine that marketing factors require a limitation of the number
of shares to be underwritten, the underwriters and the Company may limit the
number of Registrable Securities to be included in the registration and
underwriting, or may exclude Registrable Securities entirely from such
registration and underwriting; provided, however, that no Registrable Securities
shall be so excluded unless all other securities proposed to be included in such
registration (other than securities registered for the account of the Company)
are subject to pro rata exclusions. The Company shall advise all Participating
Holders of any such limitation, and the number of securities that may be
included in the registration and underwriting after the underwriter's cutback
shall be allocated first to the Company and then on a pro rata basis to the
holders of all other securities proposed to be included in such registration.
The number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among the Participating Holders
in proportion, as nearly as practicable, as the respective amounts of
Registrable Securities then held by each Participating Holder bears to the total
number of Registrable Securities held by all Participating Holders. If any
Participating Holder disapproves of the terms of any such underwriting, it may
elect to withdraw therefrom by written notice to the Company, the underwriter
and the other Participating Holders. Any Registrable Securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
1.3 Expenses of Registration.
All expenses incurred in connection with any registration pursuant to this
Article 1 shall be borne by the Company. Such expenses shall include, without
limitation, the Registration Expenses. Notwithstanding anything contained herein
to the contrary, the Company shall not be required to pay underwriters' fees,
discounts, commissions or transfer taxes relating to Registrable Securities. All
expenses of any registered offering not otherwise borne by the Company shall be
borne pro rata among the Participating Holders (and the Company and other
holders selling securities in the offering) on the basis of the number of shares
-3-
registered.
1.4 Registration Procedures.
In the case of each registration effected by the Company pursuant to
this Agreement, the Company will 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 will as
expeditiously as possible:
(a) Prepare and file with the Commission a registration statement
with respect to the offering of such Registrable Securities and thereafter use
its reasonable best efforts to cause such registration statement to become
effective, and upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective for
a period of either (i) not less than six (6) months or, if such registration
statement relates to an underwritten offering, such longer period as in the
opinion of counsel for the underwriters a prospectus is required by law to be
delivered in connection with sales of Registrable Securities by an underwriter
or dealer, or (ii) such shorter period as will terminate when all of the
securities covered by such registration statement have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement (but in any event not before
the expiration of any longer period required under the Securities Act).
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Participating Holders of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
in conformity with the requirements of the Securities Act, and such other
documents as the Participating Holders may reasonably request in order to
facilitate the disposition of their securities covered by such registration
statement.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably requested by the Participating
Holders, 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 in connection therewith or as a condition
thereto to qualify to do business, to subject itself to taxation, or to file a
general consent to service of process in any such states or jurisdictions,
unless the Company is already subject to taxation or service in such
jurisdiction and except as may be required by the Securities Act.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Participating Holder
shall also enter into and perform its obligations under such an agreement. The
Company shall use its reasonable best efforts to cause the indemnification and
contribution provisions of any such underwriting agreement to be consistent in
all material respects with those provided for herein.
(f) Notify each Participating Holder (i) when such registration
statement, or any post-effective amendment thereto, shall have become effective,
(ii) of the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of such
registration statement of the initiation of proceedings for that purpose, and
(iii) at any time when a prospectus relating
-4-
thereto is required to be delivered under the Securities Act or upon the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.
(g) Cause all securities covered by such registration statement to
be listed on each securities exchange or authorized for quotation on each
automated quotation system on which similar securities issued by the Company are
then listed or authorized for quotation.
(h) Provide a transfer agent and registrar for all securities
covered by such registration statement and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
(i) Otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission;
(j) In the event of the issuance of any stop order, injunction or
other order or requirement 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 securities included in such
registration statement for sale in any jurisdiction, the Company will use its
reasonable best efforts promptly to obtain the withdrawal of such order and to
notify the Participating Holders;
(k) Furnish, at the request of any Participating Holder, on the date
that the securities are delivered to the underwriters for sale in connection
with a registration being sold through underwriters, (i) an opinion, dated such
date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Participating Holders and (ii) a letter dated such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Participating Holders requesting registration of Registrable
Securities.
1.5 Indemnification.
(a) By the Company. The Company will indemnify and hold harmless
each Holder of Registrable Securities with respect to which registration has
been effected pursuant to this Agreement, each of its officers, directors and
partners, each person controlling such Holders, and each underwriter, if any,
effected pursuant to this Agreement against all claims, losses, expenses,
damages and liabilities (or actions in respect thereto), including any of the
foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on: (i) any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement,
prospectus, offering circular or other document incident to any such
registration, (ii) any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act or any state securities law
applicable to the Company or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any such state law and relating to action or
inaction required of the Company in connection with any such registration. The
Company will reimburse each such Holder, each of its officers, directors and
partners, and each person controlling such Holders, each such underwriter,
broker or dealer and each person who controls any such underwriter, broker or
dealer, promptly after such expense is incurred 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, however, that the
indemnity agreement contained in this Section 1.5(a) shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability, or action if such
settlement is
-5-
effected without the consent of the Company (which consent shall not be
unreasonably withheld); provided further, 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 solely upon
written information furnished to the Company by an instrument duly executed by
such Holder or underwriter specifically for use therein.
(b) By the Holders. Each Holder will, as to each registration in
which such Holder is a Participating Holder, indemnify and hold harmless the
Company, each of its directors and officers, and each underwriter, if any, of
the Company's securities covered by such a registration statement, each person
who controls the Company within the meaning of the Securities Act, and each
other such Holder, each of its officers, directors and partners and each person
controlling such Holders, 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, and such Holders, directors,
officers, partners, and persons and 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 an instrument
duly executed by such Holders specifically for use therein; provided, however,
that (i) the indemnity agreement contained in this Section 1.5(b) shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such settlement is effected without the consent of a Holder (which
consent shall not be unreasonably withheld) and (ii) that the total amount for
which any Holder shall be liable under this Section 1.5(b) shall not in any
event exceed the aggregate gross proceeds received by such Holder from the sale
of Registrable Securities held by such Holder in such registration.
(c) Indemnification Procedures. Each party entitled to
indemnification under this Section 1.5 (the "INDEMNIFIED PARTY") shall give
written notice to the party required to provide indemnification (the
"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge
of any claim 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, however, that counsel for the Indemnifying Party
proposed to conduct the defense of such claim or litigation shall be approved by
the Indemnified Party (whose approval shall not be unreasonably withheld), and
the Indemnified Party may participate in such defense at such Indemnified
Party's election and expense; 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 (and only to the extent
that) such failure resulted in prejudice to the Indemnifying Party; and provided
further, that an Indemnified Party (together with all other Indemnified Parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses of such counsel to be
paid by the Indemnifying Party, 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 such Indemnified Party and any
other party represented by counsel for the Indemnifying Party in such
proceeding. 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 all
Indemnified Parties of a release from all liability in respect to such claim or
litigation.
If the indemnification provided for in this Section 1.5 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
hereunder, shall
-6-
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 in connection with the statement
or omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable consideration; provided, however, that in
no event shall any contribution by a Holder under this Section 1.5 exceed the
net proceeds from the offering received by such Holder, except in the case of
fraud by such Holder. The relative fault of the Indemnifying Party and of 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.
(d) Contribution. If the indemnification provided for in this
Section 1.5 is for any reason held to be unenforceable in respect of any claims,
losses, expenses, damages or liabilities (or actions with a respect thereto)
paid or payable by an Indemnified Party, then the Indemnifying Party, in lieu of
indemnifying the Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such claims, losses, expenses,
damages or liability (or actions with respect thereto) in such proportion as
shall be appropriate to reflect (x) the relative benefits received by the
Company, on the one hand, and the Holder(s), on the other hand, from the
offering of the Registrable Securities and any other securities included in such
offering, and (y) the relative fault of the Company, on the one hand, and the
Holder(s), on the other hand, with respect to the statements or omissions which
resulted in such loss, liability, claim, damage or expense, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or a Holder, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section were to be determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to herein.
(e) Notwithstanding the provisions of subsection (d), no Holder of
Registrable Securities shall be required to contribute any amount in excess of
the amount by which the net proceeds actually received by such Holder from the
sale of Registrable Securities exceeds the amount of any damages that such
Holder or underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission. 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. No party shall be liable for contribution under
this Section 1.5 except to the extent and under such circumstances as such party
would have been liable to indemnify under this Section 1.5 if such
indemnification were enforceable under applicable law.
(f) Conflict. Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in direct conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.
(g) Survival. The obligations of the Company and the Holders under
this Section 1.5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Article 1.
-7-
1.6 Information by Holders.
Any Participating Holders shall promptly furnish in writing to the
Company such information regarding such Holders and the distribution proposed by
such Holders as the Company may reasonably request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to herein.
1.7 Rule 144.
With a view to making available to Holders the benefits of certain rules
and regulations of the Commission which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees at all times
to make its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 promulgated under the Securities Act ("RULE
144"), after the effective date of the registration for the first public
offering of the Company;
(b) 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 (at any time after the Company has become subject to such reporting
requirements); and
(c) to furnish to such Holders forthwith upon written request a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144.
1.8 Transfer of Registration Rights.
Holders' rights to cause the Company to register their Registrable
Securities and to keep information available, granted to them by the Company
under this Article 1, may be assigned to a transferee or assignee who is a
spouse, lineal descendent or Affiliation or such Holder or who is another Holder
or an Affiliate thereof; provided, in each case, that the Company is given
written notice by such Holders 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 rights are being assigned.
The Company may prohibit the transfer of any Holders' rights under this Section
1.8 to any proposed transferee or assignee who the Company reasonably believes
is a competitor of the Company as is determined by the Board of Directors of the
Company. Notwithstanding the foregoing, such rights may be assigned by a Holder
to an Affiliate of a Holder or to any immediate family member or trust for the
benefit of an individual Holder at any time and without regard to any minimum
number of Shares transferred requirement.
1.9 Market Stand-Off Agreement.
Each Holder hereby agrees that at the request of the underwriter
managing a public offering, or the Company or its counsel on the underwriter's
behalf, it will enter into a customary form of underwriter's lockup agreement
that specifies that during the period of duration (not to exceed 90 days)
specified by the Company or an underwriter of common stock or other securities
of the Company following the effective date of the Company's public offering, it
shall not, to the extent requested by the Company or such underwriter, directly
or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of any securities of the Company held by it at any time during such
period; provided, however, that such agreement shall not be required unless all
executive officers, directors, and 3% stockholders of the Company enter into
similar agreements; provided further, that if any other party is released by the
Company from such agreement, the Holders shall be granted a similar release.
-8-
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares of securities of every other person subject to the
foregoing restriction) until the end of such period.
1.10 Termination of Registration Rights.
The obligations of the Company pursuant to this Section 1.10 shall
terminate with respect to any Holder three (3) years from the date hereof;
provided, however, that prior to such time a Holder shall not be entitled to
exercise its registration rights hereunder if (i) the Company is then providing
current public information within the meaning of Rule 144(c)(1) and (ii) such
Holder is able to sell under Rule 144 during a 3-month period all of the
remaining Registrable Securities issued or issuable to such Holder.
2. General.
2.1 Waivers and Amendments.
With the written consent of the record or beneficial holders of at least
a majority of the Common Stock held by the Holders, the rights and obligations
of the Company and the Holders under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely), and with the same
consent the Company, when authorized by resolution of its Board of Directors,
may enter into a supplementary agreement for the purpose of adding any parties
or provisions to or changing in any manner or eliminating any of the provisions
of this Agreement. Upon the effectuation of each such waiver, consent, agreement
of amendment or modification, the Company shall promptly give written notice
thereof to the Holders who remain record holders of the Common Stock and who
have not previously consented thereto in writing. Except to the extent provided
in this Section 2.1, this Agreement or any provision hereof may be changed,
waived, discharged or terminated only by a statement in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought.
2.2 Governing Law.
This Agreement shall be construed in accordance with, and governed in
all respects by, the laws of the State of Delaware, without giving effect to
principles of conflicts of laws.
2.3 Successors and Assigns.
Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.
2.4 Entire Agreement.
This Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof, and this Agreement shall
supersede and cancel all prior agreements between the parties hereto with regard
to the subject matter hereof.
2.5 Notice.
All notices and other communications required or permitted hereunder
shall be in writing and shall be effective upon personal delivery, delivery to a
reputable overnight courier, machine confirmed facsimile transmittal or mailing
by certified or registered mail, postage prepaid and return receipt requested,
addressed
-9-
(a) if to any Holder, at such Holder's address as set forth on the signature
pages attached hereto, or at such other address as such Holder shall have
furnished to the Company in writing, or (b) if to the Company, at the Company's
address as set forth on the signature page hereto, or at such other address as
the Company shall have furnished to Holders in writing.
2.6 Severability.
In case any provision of this Agreement shall be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.
2.7 Titles and Subtitles.
The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.
2.8 Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
2.9 Stock Splits, etc.
All references to numbers of shares in this Agreement shall be
appropriately adjusted to reflect any stock dividend, split, combination or
other recapitalization of shares by the Company occurring after the date of this
Agreement.
2.10 Injunctive Relief.
Each of the parties hereto hereby acknowledges that in the event of a
breach by any of them of any material provision of this Agreement, the aggrieved
party may be without an adequate remedy at law. Each of the parties therefore
agrees that in the event of a breach of any material provision of this Agreement
the aggrieved party may elect to institute and prosecute proceedings in any
court of competent jurisdiction to enforce specific performance or to enjoin
continuing breach of such provision, as well as to obtain damages for breach of
this Agreement. By seeking or obtaining such relief, the aggrieved party will
not he precluded from seeking or obtaining any other relief to which it may be
entitled.
2.11 Limitations on Subsequent Registration Rights.
From and after the date hereof, the Company shall not enter into any
agreement granting any holder or prospective holder of any securities of the
Company registration rights with respect to such securities unless (i) such new
registration rights, including standoff obligations, are on a pari passu basis
with those rights of the Holders hereunder; or (ii) such new registration
rights, including standoff obligations, are subordinate to the registration
rights granted Holders hereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-10-
[1 OF 3 SIGNATURE PAGES FOR REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first set forth above.
COMPANY:
FIDELITY NATIONAL INFORMATION
SOLUTIONS, INC., a Delaware corporation
By:
---------------------------------------
Xxxxxx Xxxxxx
President and Chief Operating Officer
Address: 0000 Xxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
(000) 000-0000 facsimile
[2 OF 3 SIGNATURE PAGES FOR REGISTRATION RIGHTS AGREEMENT]
HOLDERS:
-----------------------------------------------------
Xxxxxx X. Xxxxxxx
Address:
-----------------------------------------------------
Xxxx X. Xxxxxx
Address:
-----------------------------------------------------
Xxxxxxx X. Xxxxxx, individually and as Custodian for
Xxxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx
Address:
-----------------------------------------------------
Xxxxxx X. Xxxxxxxxx
Address:
-----------------------------------------------------
Xxxxxxx X. Xxxxxx
Address:
-----------------------------------------------------
Xxxx Xxxx
Address:
-----------------------------------------------------
Xxxxxx Xxxxxx
Address:
-----------------------------------------------------
Xxxxxx X. Xxxxxxxx
Address:
-----------------------------------------------------
Xx. Xxxx Xxxxxxxx
Address:
[3 OF 3 SIGNATURE PAGES FOR REGISTRATION RIGHTS AGREEMENT]
--------------------------------------------
Xxxxxxx Xxxxxx
Address:
--------------------------------------------
Xxxxxxx Xxxxx
Address:
--------------------------------------------
Xxxx Xxxxxxxxxx
Address:
--------------------------------------------
Xxxxx X. Xxxxx
Address:
--------------------------------------------
Xxxxxx X. Xxxxxxxx
Address:
--------------------------------------------
Darton X. Xxxx
Address:
--------------------------------------------
Xxxxxxx Xxxxxxxx
Address:
