REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of March ___, 2002, between
Pipeline Data Inc., a Delaware corporation (the "Company"), and each of the
stockholders of the Company set forth in Exhibit A hereto (the "Stockholders").
WHEREAS, this Agreement has been entered into in connection with an
Acquisition Agreement, dated as of March _____, 2002 (the "Acquisition
Agreement"), among the Company, SecurePay, Incorporated. a Delaware corporation
and the Stockholders.
NOW, THEREFORE, it is agreed as follows:
1. DEFINED TERMS.
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Each of the following terms shall have the following meanings (such
definitions to be applicable to both the plural and
singular of the terms defined):
(a) REGISTERABLE SECURITIES. The term "Registerable Securities" shall mean
the shares of common stock of the Company ("Common Stock") listed on
Exhibit A received by the Stockholders pursuant to the Acquisition
Agreement, and any other securities received in connection with any
stock split, stock dividend, merger, reorganization, recapitalization,
reclassification or other distribution payable or issuable upon such
shares of Common Stock. For the purposes of this Agreement, securities
will cease to be Registerable Securities when (A) a registration
statement under the Securities Act of 1933, as amended (the
"Securities Act"), covering such Registerable Securities has been
declared effective by the Securities and Exchange Commission and such
registration statement has been continuously effective for a period of
nine (9) months, (B) such Registerable Securities are distributed to
the public pursuant to the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act, including,
but not limited to, Rules 144 and 145 promulgated under the Securities
Act, or (C) such Registerable Securities have been otherwise
transferred and the Company, in accordance with applicable law and
regulations, has delivered new certificates or other evidences of
ownership for such securities which are not subject to any stop
transfer order or other restriction on transfer.
(b) RIGHTSHOLDERS. The term "Rightsholders" shall include the
Stockholders, all successors and assigns of the Stockholders, and all
transferees of Registerable Securities where such transfer is
accordance with law and affirmatively includes the transfer and
assignment of the rights and obligations of the transferor
Rightsholder under this Agreement with respect to the transferred
Registerable Securities.
(c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and
subsection, paragraph, clause, schedule and exhibit references are to
this Agreement unless otherwise specified.
(d) Capitalized terms used herein but not otherwise defined shall have the
meanings given to them in the Acquisition Agreement.
2. REGISTRATION RIGHTS.
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(i) RIGHT TO PIGGY-BACK REGISTRATION. If at any time on or after the
Closing Date the Company proposes to file a registration statement
under the Securities Act with respect to an offering by the Company or
any other party of any class of equity security similar to any
Registerable Securities (other than a registration statement on Form
S-4 or S-8 or any successor form or a registration statement filed
solely in connection with an exchange offer, a business combination
transaction or pursuant to any employee benefit plans of the Company),
then the Company, on each such occasion, shall give written notice
(each, a "Company Piggy-Back Notice") of such proposed filing to all
of the Rightsholders owning Registerable Securities at least 20 days
before the anticipated filing date of such registration statement, and
such Company Piggy-Back Notice also shall be required to offer to such
Rightsholders the opportunity to register such aggregate number of
Registerable Securities as each such Rightsholder may request. Each
such Rightsholder shall have the right, exercisable for the 10 days
immediately following the giving of the Company Piggy-Back Notice, to
request, by written notice (each, a "Holder Notice") to the Company,
the inclusion of all or any portion of the Registerable Securities of
such Rightsholders in such registration statement. The Company shall
use reasonable efforts to cause the managing underwriter(s) of a
proposed underwritten offering to permit the inclusion of the
Registerable Securities which were the subject of all Holder Notices
in such underwritten offering on the same terms and conditions as any
similar securities of the Company included therein. Notwithstanding
anything to the contrary contained in this Paragraph 2(b), if the
managing underwriter(s) of such underwritten offering or any proposed
underwritten offering delivers a written opinion to the Rightsholders
of Registerable Securities which were the subject of all Holder
Notices that the total amount and kind of securities which they, the
Company and any other person intend to include in such offering is
such as to materially and adversely affect the success of such
offering, then the amount of securities to be offered for the accounts
of such Rightsholders and persons other than the Company shall be
eliminated or reduced pro rata (based on the amount of securities
owned by such Rightsholders and other persons which carry registration
rights) to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount recommended
by such managing underwriter(s) in its written opinion.
(ii) EXPENSES. Subject to the provisions of Section 4 hereof, the Company
will pay all Registration Expenses in connection with any registration
of Registerable Securities effected pursuant to this Section 2, but
the Company shall not be responsible for the payment of any
underwriter's discount, commission or selling concession in connection
therewith.
(iii)WITHDRAWAL OR SUSPENSION OF REGISTRATION STATEMENT. Notwithstanding
anything contained to the contrary in this Section 2(b), the Company
shall have the absolute right, whether before or after the giving of a
Company Piggy-Back Notice or Holder Notice, to determine not to file a
registration statement to which the Rightsholders shall have the right
to include their Registerable Securities therein pursuant to this
Section 2(b), to withdraw such registration statement or to delay or
suspend pursuing the effectiveness of such registration statement. In
the event of such a determination after the giving of a Company
Piggy-Back Notice, the Company shall give notice of such determination
to all Rightsholders and, thereupon, (i) in the case of a
determination not to register or to withdraw such registration
statement, the Company shall be relieved of its obligation under this
Section 2 to register any of the Registerable Securities in connection
with such registration and (ii) in the case of a determination to
delay the registration, the Company shall be permitted to delay or
suspend the registration of Registerable Securities pursuant to this
Section 2 for the same period as the delay in the registration of such
other securities. No registration effected under this Section 2(b)
shall relieve the Company of its obligation to effect any registration
upon demand otherwise granted to a Rightsholder under any other
agreement with the Company. However, it is acknowledge and agreed to
by the parties that this agreement grants no demand rights to the
Stockholders.
3. REGISTRATION PROCEDURES.
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(a) OBLIGATIONS OF THE COMPANY. The Company will, in connection with the
registration pursuant to Section 2 hereof:
(i) Prepare and file with the Commission a registration statement under
the Securities Act on any appropriate form chosen by the Company, in
its sole discretion, which shall be available for the sale of all
Registerable Securities to be included for sale in accordance with the
intended method(s) of distribution thereof and use its commercially
reasonable efforts to cause such registration statement to become
effective as soon thereafter as reasonably practicable; provided, that
after such filing, the Company shall, as diligently as practicable,
provide to each Rightsholder such number of copies of such
registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each
preliminary prospectus), all exhibits thereto and documents
incorporated by reference therein and such other documents as such
Rightsholder may reasonably request in order to facilitate the
disposition of the Registerable Securities owned by such Rightsholder
and included in such registration statement.
(ii) prepare and file with the Commission such amendments and
post-effective amendments to a registration statement as may be
necessary to keep such registration statement effective for up to nine
months; and cause the related prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed to
the extent required pursuant to Rule 424 promulgated under the
Securities Act, during such nine-month period; and otherwise comply
with the provisions of the Securities Act with respect to the
disposition of all Registerable Securities covered by such
registration statement during the applicable period in accordance with
the intended method(s) of disposition of such Registerable Securities
set forth in such registration statement, prospectus or supplement to
such prospectus;
(iii)notify the Rightsholders whose Registerable Securities are included
in such registration statement and the managing underwriter(s), if
any, of an underwritten offering of any of the Registerable Securities
included in such registration statement, and confirm such advice in
writing, (A) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to a
registration statement or any post-effective amendment, when the same
has become effective, (B) of any request by the Commission for
amendments or supplements to a registration statement or related
prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of a
registration statement or the initiation of any proceedings for that
purpose, (D) if at any time the representations and warranties of the
Company contemplated by clause (A) of Paragraph 3(a)(viii) hereof
cease to be true and correct, (E) of the receipt by the Company of any
notification with respect to the suspension of the qualification of
any of the Registerable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (F)
of the happening of any event which makes any statement made in the
registration statement, the prospectus or any document incorporated
therein by reference untrue or which requires the making of any
changes in the registration statement or prospectus so that such
registration statement, prospectus or document incorporated by
reference will not contain any untrue statement of material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;
(iv) make reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement at the
earliest possible moment and to prevent the entry of such an order;
(v) use reasonable efforts to register or qualify the Registerable
Securities included in such registration statement under such other
securities or blue sky laws of such jurisdictions as any Rightsholder
whose Registerable Securities are included in such registration
statement reasonably requests in writing and do any and all other acts
and things which may be necessary or advisable to enable such
Rightsholder to consummate the disposition in such jurisdictions of
such Registerable Securities; provided, that the Company will not be
required to (A) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this
Paragraph 3(a)(v), (B) subject itself to taxation in any such
jurisdiction or (C) take any action which would subject it to general
service of process in any such jurisdiction;
(vi) cooperate with the Rightsholder whose Registerable Securities are
included in such registration statement and the managing
underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Registerable Securities to be
sold thereunder, and enable such Registerable Securities to be in such
denominations and registered in such names as such Rightsholder or any
managing underwriter(s) may reasonably request at least two business
days prior to any sale of Registerable Securities;
(vii)comply with all applicable rules and regulations of the Commission
and promptly make generally available to its security holders an
earnings statement covering a period of twelve months commencing, (A)
in an underwritten offering, at the end of any fiscal quarter in which
Registerable Securities are sold to underwriter(s), or (B) in a
non-underwritten offering, with the first month of the Company's first
fiscal quarter beginning after the effective date of such registration
statement, which earnings statement in each case shall satisfy the
provisions of Section 11(a) of the Securities Act;
(viii) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other actions
reasonably requested by the Rightsholders holding a majority of the
Registerable Securities included in such registration statement or the
managing underwriter(s) in order to expedite and facilitate the
disposition of such Registerable Securities and in such connection, if
an underwriting agreement is entered into and if the registration is
an underwritten registration, (A) make such representations and
warranties, if any, to any underwriter(s) with respect to the
registration statement, prospectus and documents incorporated by
reference, if any, in form, substance and scope as are customarily
made by issuers to underwriter(s) in underwritten offerings and
confirm the same if and when requested, (B) obtain opinions of counsel
to the Company and updates thereof addressed to each such
underwriter(s), if any, with respect to the registration statement,
prospectus and documents incorporated by reference, if any, covering
the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by
such underwriter(s), (C) obtain a "cold comfort" letter and updates
thereof from the Company's independent certified public accountants
addressed to the underwriter(s), if any, which letters shall be in
customary form and cover matters of the type customarily covered in
"cold comfort" letters by accountants in connection with underwritten
offerings, and (D) deliver such documents and certificates as may be
reasonably requested by the managing underwriter(s), if any, to
evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company;
each such action required by this Paragraph 3(a)(viii) shall be done
at each closing under such underwriting or similar agreement or as and
to the extent required thereunder; and
(ix) if requested by the holders of a majority of the Registerable
Securities included in such registration statement, use its
commercially reasonable best efforts to cause all Registerable
Securities which are included in such registration statement to be
listed, subject to notice of issuance, by the date of the first sale
of such Registerable Securities pursuant to such registration
statement, on each securities exchange, if any, on which securities
similar to the Registered Securities are listed.
(b) OBLIGATIONS OF RIGHTSHOLDERS. In connection with any registration of
Registerable Securities of a Rightsholder pursuant to Section 2
hereof:
(i) The Company may require that each Rightsholder whose Registerable
Securities are included in such registration statement furnish to the
Company such information regarding the distribution of such
Registerable Securities and such Rightsholder as the Company may from
time to time reasonably request in writing; and
(ii) Each Rightsholder, upon receipt of any notice from the Company of the
happening of any event of the kind described in clauses (B), (C), (E)
and (F) of Paragraph 3(a)(iii) hereof, shall forthwith discontinue
disposition of Registerable Securities pursuant to the registration
statement covering such Registerable Securities until such
Rightsholder's receipt of the copies of the supplemented or amended
prospectus contemplated by clause (A) of Paragraph 3(a)(iii) hereof,
or until such Rightsholder is advised in writing (the "Advice") by the
Company that the use of the applicable prospectus may be resumed, and
until such Rightsholder has received copies of any additional or
supplemental filings which are incorporated by reference in or to be
attached to or included with such prospectus, and, if so directed by
the Company, such Rightsholder will deliver to the Company (at the
expense of the Company) all copies, other than permanent file copies
then in the possession of such Rightsholder, of the current prospectus
covering such Registerable Securities at the time of receipt of such
notice; the Company shall have the right to demand that such
Rightsholder or other holder verify its agreement to the provisions of
this Paragraph 3(b)(ii) in a document executed by the Rightsholder.
4. REGISTRATION EXPENSES. All expenses incident to the performance of or
compliance with this Agreement by the Company, including, without
imitation, all registration and filing fees of the Commission,
National Association of Securities Dealers, Inc. and other agencies,
fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registerable Securities), rating
agency fees, printing expenses, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting
duties), the fees and expenses incurred in connection with the
listing, if any, of the Registerable Securities on any securities
exchange or market and fees and disbursements of counsel for the
Company and the Company's independent certified public accountants
(including the expenses of any special audit or "cold comfort" letters
required by or incidental to such performance), Securities Act or
other liability insurance (if the Company elects to obtain such
insurance), the fees and expenses of any special experts retained by
the Company in connection with such registration and the fees and
expenses of any other person retained by the Company (but not
including any underwriting discounts or commissions attributable to
the sale of Registerable Securities or other out-of-pocket expenses of
the Rightsholders, or the agents who act on their behalf, unless
reimbursement is specifically approved by the Company) will be borne
by the Company. All such expenses are herein referred to as
"Registration Expenses."
5. INDEMNIFICATION: CONTRIBUTION.
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(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, each Rightsholder,
its officers and directors, and its legal counsel, accountants, and
underwriters, and each person who controls such Rightsholder (within
the meaning of the Securities Act), if any, and any agent thereof,
against all losses, claims, damages, liabilities and expenses
(including reasonable attorney's fees and expenses of investigation)
incurred by such party pursuant to any actual or threatened suit,
action, proceeding or investigation to which they may be subject under
the Securities Act or any other federal or any state securities laws,
arising out of or based upon (i) any untrue or alleged untrue
statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus, (ii) any omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except
insofar as the same arise out of or are based upon, any such untrue
statement or omission based upon information with respect to such
Rightsholder furnished in writing to the Company by such Rightsholder
expressly for use therein or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state
securities laws or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities laws relating
to the Registration Statement.
(b) INDEMNIFICATION BY RIGHTSHOLDER. In connection with any registration
statement in which a Rightsholder is participating, each such
Rightsholder will be required to furnish to the Company in writing
such information with respect to such Rightsholder as the Company
reasonably requests for use in connection with any such registration
statement or prospectus, and each Rightsholder agrees to the extent it
is such a holder of Registerable Securities included in such
registration statement, and each other such holder of Registerable
Securities included in such Registration Statement will be required to
agree, to indemnify, to the full extent permitted by law, the Company,
the directors and officers of the Company and each person who controls
the Company (within the meaning of the Securities Act) any agent
thereof, its legal counsel, accountants and underwriters, against any
losses, claims, damages, liabilities and expenses (including
reasonable attorney's fees and expenses of investigation) incurred by
such party pursuant to any actual or threatened suit, action,
proceeding or investigation to which they may be subject under the
Securities Act or any other federal or any state securities laws,
arising out of or based upon (i) any untrue or alleged untrue
statement of a material fact or any omission or alleged omission of a
material fact necessary, to make the statements contained in any
registration statement, prospectus, or preliminary prospectus (in the
case of a prospectus, in the light of the circumstances under which
they are made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is based upon information
relating to such Rightsholder or other holder furnished in writing to
the Company expressly for use therein or (ii) any violation or alleged
violation by such Rightsholder of the Securities Act, the Exchange
Act, any state securities laws or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities
laws relating to the Registration Statement.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an
indemnified party under this Section 5 of written notice of the
commencement of any action, proceeding, suit or investigation or
threat thereof made in writing for which such indemnified party may
claim indemnification or contribution pursuant to this Agreement, such
indemnified party shall notify in writing the indemnifying party of
such commencement or threat; but the omission so to notify the
indemnifying party shall not relieve the indemnifying party from any
liability which the indemnifying party may have to any indemnified
party (i) hereunder, unless the indemnifying party is actually
prejudiced thereby, or (ii) otherwise than under this Section 5. In
case any such action, suit or proceeding shall be brought against any
indemnified party, and the indemnified party shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and the indemnifying party
shall assume the defense thereof, with counsel reasonably satisfactory
to the indemnified party, and the obligation to pay all expenses
relating thereto. The indemnified party shall have the right to employ
separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i)
the indemnifying party has agreed to pay such fees and expenses, (ii)
the indemnifying party shall have failed to assume the defense of such
action, suit or proceeding or to employ counsel reasonably
satisfactory to the indemnified party therein or to pay all expenses
relating thereto or (iii) the named parties to any such action or
proceeding (including any impleaded parties) include both the
indemnified party and the indemnifying party and the indemnified party
shall have been advised by counsel that there may be one or more legal
defenses available to the indemnified party which are different from
or additional to those available to the indemnifying party and which
may result in a conflict between the indemnifying party and such
indemnified party (in which case, if the indemnified party notifies
the indemnifying party in writing that the indemnified party elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of
such action or proceeding on behalf of the indemnified party; it being
understood, however, that the indemnifying party shall not, in
connection with any one such action, suit or proceeding or separate
but substantially similar or related actions, suits or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys at any time for all indemnified parties,
which firm shall be designated in writing by the indemnified party).
(d) CONTRIBUTION. If the indemnification provided for in this Section 5
from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the
other or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other but also
the relative fault of the indemnifying party and indemnified party, as
well as any other relevant equitable considerations. The relative
fault of such indemnifying party and the indemnified parties shall be
determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitation set forth
in Section 5(e), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Paragraph 5(d) were determined by pro
rata allocation or by any other method of allocation which does not
take into account the equitable considerations referred to in clauses
(i) and (ii) of the immediately preceding paragraph. 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.
(e) LIMITATION. Anything to the contrary contained in this Section 5(e)
notwithstanding, no holder of Registerable Securities shall be liable
for indemnification and contribution payments aggregating an amount in
excess of the maximum amount received by such holder in connection
with any sale of Registerable Securities as contemplated herein.
(f) SURVIVAL. The obligations of the Company and the Rightsholders under
this Section 5 shall survive the completion of any offering of
Registerable Securities in a registration statement under this
Agreement.
6. PARTICIPATION IN UNDERWRITTEN REGISTRATION. No Rightsholder may
participate in any underwritten registration hereunder unless such
Rightsholder (i) agrees to sell such Rightsholder's securities on the
basis provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and to comply
with Regulation M under the Exchange Act and (ii) completes and
executes all questionnaires, appropriate and limited powers of
attorney, escrow agreements, indemnities, underwriting agreements and
other documents reasonably required under the terms of such
underwriting arrangement; provided, that all such documents shall be
consistent with the provisions of Section 3 hereof.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same
counterpart.
8. ENTIRE AGREEMENT . This Agreement and the documents and instruments
and other agreements among the parties hereto as contemplated by or
referred to herein, (a) constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and (b) are not
intended to confer upon any other person any rights or remedies
hereunder, except as set forth herein.
9. SEVERABILITY . In the event that any provision of this Agreement or
the application thereof becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the
application of such provision to other persons or circumstances will
be interpreted so as reasonably to effect the intent of the parties
hereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
10. GOVERNING LAW . This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of
conflicts of law thereof. Each of the parties hereto irrevocably
consents to the exclusive jurisdiction of any state or federal court
within the State of New York, in connection with any matter based upon
or arising out of this Agreement or the matters contemplated herein,
agrees that process may be served upon them in any manner authorized
by the laws of the Commonwealth of Massachusetts for such persons and
waives and covenants not to assert or plead any objection which they
might otherwise have to such jurisdiction and such process.
11. ASSIGNMENT. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written
approval of the other parties. Notwithstanding the foregoing, the
rights to cause the Company to register Registerable Securities
pursuant to Section 2 may be assigned (but only with all related
obligations) by a Rightsholder to a transferee or assignee of such
securities that (i) is a subsidiary, parent, partner, limited partner,
retired partner or stockholder of a Rightsholder, (ii) is a
Rightsholder's spouse or member of such Rightsholder's immediate
family, or a custodian, trustee (including a trustee of a voting
trust), executor or other fiduciary for the account of the
Rightsholder's spouse or members of the Rightsholder's immediate
family, a trust for the Rightsholder's own self, a charitable
remainder trust or an entity that is controlled by one or more of the
Rightsholder's immediate family, or (iii) after such assignment or
transfer, holds at least 25,000 shares of Registerable Securities
(subject to appropriate adjustment for stock splits, stock dividends,
combinations and other recapitalizations), provided; (a) the Company
is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee
and the securities with respect to which such registration rights are
being assigned; (b) such transferee or assignee agrees in writing to
be bound by and subject to the terms and conditions of this Agreement,
including without limitation the provisions of Section 2; and (c) such
assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee
or assignee is restricted under the Securities Act.
12. AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or
supplemented without the written consent of each of the parties
hereto. Any of the Stockholders or the Company may, by written notice
to the others, (i) waive any of the conditions to its obligations
hereunder or extend the time for the performance of any of the
obligations or actions of the other, (ii) waive any inaccuracies in
the representations of the other contained in this Agreement or in any
documents delivered pursuant to this Agreement, (iii) waive compliance
with any of the covenants of the other contained in this Agreement and
(iv) waive or modify performance of any of the obligations of the
other. No action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action or
compliance with any representation, warranty, condition or agreement
contained herein. Waiver of the breach of any one or more provisions
of this Agreement shall not be deemed or construed to be a waiver of
other breaches or subsequent breaches of the same provisions.
13. NOTICES. All notices, demands, requests, demands and other
communications required or otherwise given under this Agreement shall
be in writing and shall be deemed to have been duly given if: (a)
delivered by hand against written receipt therefor, (b) forwarded by a
third party company or governmental entity providing delivery services
in the ordinary course of business which guarantees delivery the
following business day, (c) mailed by registered or certified mail,
return receipt requested, postage prepaid, or (d) transmitted by
facsimile transmission electronically confirmed for receipt, in full,
by the other party no later than 5:00 p.m., local time, on the date of
transmission, addressed as follows (i) If to the Company, to Pipeline
Data Inc. 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 00, Xxxxxxxx, Xxx Xxxx,
Attention: Xxxx Xxxxxxxxxx; and (ii) if to the Stockholders, to the
respective address set forth on the signature pages hereof, or (iii)
in the case of any of the parties hereto, at such other address as
such party shall have furnished to each of the other parties hereto in
accordance with this Section 13. Each such notice, demand, request or
other communication shall be deemed given (i) on the date of such
delivery by hand, (ii) on the first business day following the date of
such delivery to the overnight delivery service or facsimile
transmission or (iii) three business days following such mailing.
14. OTHER REMEDIES. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed
cumulative with and not exclusive of any other remedy conferred
hereby, or by law or equity upon such party, and the exercise by a
party of any one remedy will not preclude the exercise of any other
remedy.
15. FURTHER ASSURANCES. Each party hereto covenants and agrees with all
other parties hereto to promptly execute, deliver, file and/or record
such agreements, instruments, certificates and other documents and to
do and perform such other and further acts and things as any other
party hereto may reasonably request or as may otherwise be necessary
or proper to consummate and perfect the transactions contemplated
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date first written above.
PIPELINE DATA INC.
By:
-----------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------------
[SEE ATTACHED STOCKHOLDER COUNTERPART SIGNATURE PAGES]
Exhibit A
----------------------
R.Xxxxx Xxxxxx
( Shares)
Unifund Financial Group
( Shares)
---------------------
By:
Title:
---------------------
Xxxx Xxxxxxxxxx
( Shares)
---------------------
XxxXxxxxxxx X. Xxxxx
( Shares)
---------------------
Xxxxxxx Xxxxxxx Xxxxxxxx
( Shares)
---------------------
Xxxx Xxxxxxxxx
( Shares)
XxxxXxxxxx.xxx
(1,281,455 front end shares*)
(4,400,000 back end shares)**
By: _______________________
Its: _________________________
Chasm Holdings
(4,118,545 front end shares)
(1,100,000 back end shares)
By: _______________________
Its: _________________________
*XxxxXxxxxx.xxx front end distributes:
-------------------------------
Xxxx Xxxxxxx (46,233 Shares)
-------------------------------
Xxx Xxxxxxxx (46,233 Shares)
-------------------------------
Xxxx Xxxxxxx (184,200 Shares)
-------------------------------
Xxxxx Xxxxx (247,750 Shares)
--------------------------------
Xxxxxx Xxxxxxx (2,694 Shares)
---------------------------------
Xxxxx Xxxxxx (2,694 Shares)
--------------------------------
Xxxxx Xxxxxx (2,155 Shares)
-------------------------------
XxxXxxxxxxx Xxxxx (749,496 Shares)
**XxxxXxxxxx.xxx back end distributes:
---------------------------------
Xxxx Xxxxxxx (201,256 Shares)
--------------------------------
Xxx Xxxxxxxx (201,256 Shares)
--------------------------------
Xxxxx Xxxxx (988,504 Shares)
--------------------------------
Xxxxxx Xxxxxxx (10,736 Shares)
--------------------------------
Xxxxx Xxxxxx (10,736 Shares)
-------------------------------
XxxXxxxxxxx Xxxxx (2,987,512)
-----------------
Total Shares
Counterpart Signature Page for Stockholders
The undersigned hereby agrees to become a party to that certain
Registration Rights Agreement dated as of March _____, 2002 between Pipeline
Data Inc. and each of the parties listed on Exhibit A who have executed a
Counterpart Signature Page to the Registration Rights Agreement.
Name (printed):
Address:
