REGISTRATION AND EXPENSE REIMBURSEMENT AGREEMENT
REGISTRATION AND EXPENSE REIMBURSEMENT
AGREEMENT dated as of October 3, 2005 (the
“Agreement”), between NIC INC., a Colorado
corporation f/k/a National Information Consortium,
Inc. (the “Corporation”) and The National Information
Consortium Voting Trust U/T/A dated June 30, 1998
(the “Investor”).
The Investor owns Common Stock. The parties hereto deem it to be in their respective best
interests to set forth certain rights and obligations of the Corporation and the Investor in
connection with public offerings and sales of the Registrable Shares.
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations
hereinafter set forth, the Corporation and the Investor hereby agree as follows:
SECTION 1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:
“Commission” shall mean the Securities and Exchange Commission or any other Federal agency at
the time administering the Securities Act.
“Common Stock” shall mean the common stock, no par value per share, of the Corporation.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor
Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect from time to time.
“Registrable Shares” shall mean the shares of Common Stock held by the Investor as of the
date hereof or hereafter acquired; provided, that, any shares of Common Stock shall cease to be
Registrable Shares upon the earliest of the following: (i) a registration statement registering
such shares of Common Stock under the Securities Act has been declared or becomes effective and
such shares of Common Stock have been sold or otherwise transferred pursuant to such effective
registration statement; (ii) such shares of Common Stock are sold or otherwise transferred to the
public pursuant to Rule 144; and (iii) all such shares of Common Stock held by the Investor may be
sold in a single transaction without registration in compliance with Rule 144(k) under the
Securities Act..
“Rule 144” shall mean Rule 144 promulgated under the Securities Act or any successor rule
thereto or any complementary rule thereto (such as Rule 144A).
“Securities Act” shall mean the Securities Act of 1933, as amended, or any successor Federal
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.
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“Underwritten Offering” shall mean a registered offering in which shares of Common Stock are
sold to an underwriter for reoffering to the public.
SECTION 2. S-3 Registration.
(a) If, at any time when the Corporation is eligible to file a registration
statement on Form S-3 (or any successor form) under the Securities Act (an “S-3 Registration
Statement”), the Corporation receives a written request from the Investor desiring to sell
Registrable Shares with an aggregate offering value as of the time of the request of at
least $1,000,000 (an “S-3 Demand”) that the Corporation file an S-3 Registration Statement
and specifying the aggregate number of Registrable Shares to be registered and the intended
method of distribution thereof, then the Corporation shall, as soon as reasonably
practicable after receipt of such request, use its commercially reasonable efforts to cause
the registration of all Registrable Shares with respect to which registration has been so
requested.
(b) Notwithstanding subsection (a) above, the Corporation is not obligated to file
any S-3 Registration Statement pursuant to this Section (i) more than one (1) time, (ii)
within 180 days after the effective date of any other registration statement filed by the
Corporation under the Securities Act for any offering of Common Stock or other securities of
the Corporation or (iii) during the period commencing with the date thirty (30) days prior
to the Corporation’s good faith estimate of the date of filing of, and ending on a date
ninety (90) days after the effective date of, a registration of securities for the
Corporation’s account, provided that the Corporation is actively employing in good faith
commercially reasonable efforts to cause such registration statement to become effective.
In addition, the Corporation may postpone for up to 120 days the filing or effectiveness of
an S-3 Registration Statement pursuant to this Section if the Board of Directors of the
Corporation determines in good faith that filing a S-3 Registration Statement at such time
would have a material adverse effect upon a proposed sale of all (or substantially all) of
the Corporation’s assets, or a merger, reorganization, recapitalization or similar
transaction materially affecting the Corporation’s capital structure or equity ownership, or
that the filing of a S-3 Registration Statement would require the disclosure of material
information that the Corporation has a bona fide business purpose for preserving as
confidential and it is therefore important to defer the filing of such S-3 Registration
Statement.
(c) Any “takedown” under a shelf registration statement shall be underwritten at the
request of the Investor. Any request for such a “takedown” that is intended to be an
Underwritten Offering shall be made pursuant to Section 2(a) such that the provisions
relating to effecting a registration statement under this Section 2 apply to effecting the
takedown under the shelf registration statement.
SECTION 3. Preparation and Filing. If and whenever the Corporation is under an
obligation pursuant to the provisions of this Agreement to use its commercially reasonable efforts
to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as
practicable:
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(a) use its commercially reasonable efforts to cause a registration statement that
registers such Registrable Shares to become and remain effective for a period of two (2)
years or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least two (2) business days before filing a registration statement
that registers such Registrable Shares, a prospectus relating thereto or any amendments or
supplements relating to such a registration statement or prospectus, to one (1) counsel
selected by the Investor (the “Investor’s Counsel”), copies of all such documents proposed
to be filed (it being understood that such two (2) business-day period need not apply to
successive drafts of the same document proposed to be filed so long as such successive
drafts are supplied to the Investor’s Counsel in advance of the proposed filing by a period
of time that is customary and reasonable under the circumstances);
(c) prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith in accordance with
the intended method or methods of distribution thereof as may be necessary to keep such
registration statement effective for at least a period of two (2) years or until all of such
Registrable Shares have been disposed of (if earlier) and to comply with the provisions of
the Securities Act with respect to the sale or other disposition of such Registrable Shares;
(d) notify in writing the Investor’s Counsel promptly (i) of the receipt by the
Corporation of any notification with respect to any comments by the Commission with respect
to such registration statement or prospectus or any amendment or supplement thereto or any
request by the Commission for the amending or supplementing thereof or for additional
information with respect thereto, (ii) of the receipt by the Corporation of any notification
with respect to the issuance by the Commission of any stop order suspending the
effectiveness of such registration statement or prospectus or any amendment or supplement
thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the
receipt by the Corporation of any notification with respect to the suspension of the
qualification of such Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purposes, and the Corporation shall use commercially
reasonable efforts to resolve any issues addressed in such notifications;
(e) use its commercially reasonable efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as the Investor
reasonably requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable the Investor to consummate the disposition in such
jurisdictions of such Registrable Shares; provided, however, that the Corporation will not
be required to (1) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify, (2) subject itself to general taxation in any such jurisdiction or
(3) file a general consent to service of process in any such jurisdiction;
(f) furnish to the Investor such number of copies of a summary prospectus or other
prospectus, including a preliminary prospectus, in conformity with the requirements
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of the Securities Act, and such other documents as the Investor may reasonably request
in order to facilitate the public sale or other disposition of such Registrable Shares;
(g) subject to the proviso in clause (e) above, use its commercially reasonable
efforts to cause such Registrable Shares to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the business and
operations of the Corporation to enable the Investor to consummate the disposition of such
Registrable Shares in accordance with the intended method of distribution thereof;
(h) notify the Investor on a timely basis at any time when a prospectus relating to
such Registrable Shares is required to be delivered under the Securities Act within the
appropriate period mentioned in subparagraph (a) of this Section 2, of 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 under which they were made and, at the request of the Investor,
prepare and furnish to the Investor a reasonable number of copies of a supplement to or
amendment of such prospectus as may be necessary so that, as thereafter delivered to the
offerees of such shares, such prospectus shall not include an 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 not misleading in light of the circumstances under which they were made;
(i) if such offering is an Underwritten Offering, make available for inspection by
the Investor, any managing or lead underwriter participating in any disposition pursuant to
such registration statement and any attorney, accountant or other agent retained by the
Investor or any such underwriter (collectively, the “Inspectors”), all pertinent financial
and other records, pertinent corporate documents and properties of the Corporation
(collectively, the “Records”), as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Corporation’s officers, directors and
employees to supply all information (together with the Records, the “Information”)
reasonably requested by the Investor in connection with such registration statement;
provided, however, that any of the Information which the Corporation determines in good
faith to be confidential, and of which determination the Inspectors are so notified, shall
not be disclosed by the Inspectors unless (i) the disclosure of such Information is
necessary to avoid or correct a misstatement or omission in the registration statement, (ii)
the release of such Information is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction or administrative agency or other governmental body or (iii)
such Information has been made generally available to the public;
(j) in connection with an Underwritten Offering, if reasonably requested by the
Investor and required by the underwriting agreement, obtain from its independent certified
public accountants “cold comfort” letters in customary form and at customary times and
covering matters of the type customarily covered by cold comfort letters;
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(k) in connection with an Underwritten Offering, if reasonably requested by the
Investor and required by the underwriting agreement, obtain from its counsel an opinion or
opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which
may be the Corporation) for such Registrable Shares;
(m) issue to any underwriter to which the Investor may sell shares in such offering
certificates evidencing such Registrable Shares upon delivery to the Corporation by the
Investor of the original certificate therefore and all appropriate materials for the
transfer thereof;
(n) list such Registrable Shares on any national securities exchange or automated
quotation system on which any shares of the Common Stock are listed;
(o) comply with all applicable rules and regulations of the Commission and make
available to its security holders, as soon as reasonably practicable, an earnings statement
(which need not be audited) covering a period of 12 months beginning within three months
after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act; and
(p) take all other steps necessary to effect the registration of such Registrable
Shares contemplated hereby.
SECTION 4. Investor Obligations. The Corporation may require each Investor, prior
to inclusion of its Registrable Shares in a registration statement as to which any registration is
being effected, to furnish to the Corporation such information regarding such seller and the
distribution of such securities as the Corporation may from time to time reasonably request and as
shall be required in connection with any registration referred to herein. The Investor may not
include Registrable Shares in any registration statement pursuant to this Agreement unless and
until the Investor has furnished to the Corporation such information. The Investor further agrees
to furnish as soon as reasonably practicable to the Corporation all information required to be
disclosed in order to make information previously furnished to the Corporation by the Investor not
materially misleading. The Investor agrees that, upon receipt of any written notice from the
Corporation (x) of any stop order suspending the effectiveness of any registration statement or the
initiation of any proceedings for that purpose, (y) of any suspension of the qualification of the
Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose or (z) of the happening of any event which makes any statement of a material fact
made in any registration statement, prospectus or any document incorporated therein by reference
untrue or which requires the making of any changes in any registration statement, prospectus or any
document incorporated therein by reference in order to make the statements therein (in the case of
any prospectus, in the light of the circumstances under which they were made) not misleading (which
notice shall be accompanied by an instruction to suspend the use of the prospectus relating to such
Registrable Shares until the requisite changes have been made), the Investor will forthwith
discontinue disposition of Registrable Shares pursuant to the then current prospectus until (1) the
Investor is advised in writing by the Corporation that a new registration statement covering the
offer of Registrable
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Shares has become effective under the Securities Act or (2) the Investor receives copies of a
supplemented or amended prospectus, or until the Investor is advised in writing by the Corporation
that the use of the prospectus may be resumed. If the Corporation shall have given any such
notice, the Investor will deliver to the Corporation all copies, other than permanent file copies
then in the Investor’s possession, of the prospectus covering such Registrable Shares current at
the time of receipt of such notice. In the case of any Underwritten Offering by the Corporation,
upon the request of the managing underwriter, the Investor agrees not to effect any public sale or
distribution of Registrable Securities during the period beginning fifteen (15) days prior to the
closing date of such underwritten offering and during the period ending ninety (90) days after such
closing date (or such longer period, not to exceed 180 days, as may be reasonably requested by the
Corporation or by the managing underwriter or underwriters).
SECTION 5. Expenses. All fees, expenses and other costs incurred by the
Corporation in connection with the preparation and negotiation of this Agreement and in complying
with its obligation hereunder including, without limitation, all registration and filing fees
(including all expenses incident to filing with the National Association of Securities Dealers,
Inc.), fees and expenses of complying with securities and blue sky laws, printing expenses, fees
and expenses of the Corporation’s counsel and accountants shall be paid by the Investor as incurred
by the Corporation. The Investor shall pay all fees, expenses and other costs incurred by it in
connection with the preparation and negotiation of this Agreement and in complying with its
obligations or exercising its rights hereunder, including the fees and expenses of the Investor’s
Counsel.
SECTION 6. Indemnification.
(a) In connection with any registration of any Registrable Shares under the
Securities Act pursuant to this Agreement, the Corporation shall indemnify and hold harmless
the Investor, each underwriter, broker or any other person acting on behalf of the Investor
and each other person, if any, who controls any of the foregoing persons within the meaning
of the Securities Act against any losses, claims, damages or liabilities, joint or several
(or actions in respect thereof), to which any of the foregoing persons may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in the registration
statement under which such Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein or otherwise filed with the
Commission, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading or, with respect to any
prospectus, necessary to make the statements therein in light of the circumstances under
which they were made not misleading, or any violation by the Corporation of the Securities
Act or state securities or blue sky laws applicable to the Corporation and relating to
action or inaction required of the Corporation in connection with such registration or
qualification under such state securities or blue sky laws; and shall reimburse the
Investor, such underwriter, such broker or such other person acting on behalf of the
Investor and each such controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigating or defending any
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such loss, claim, damage, liability or action; provided, however, that the Corporation
shall not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement, preliminary
prospectus, final prospectus, amendment, supplement or document incident to registration or
qualification of any Registrable Shares in reliance upon and in conformity with written
information furnished to the Corporation specifically for use in the preparation thereof;
provided, further, that the indemnity agreement contained in this Section 6(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability or action if
such settlement is effected without the consent of the Corporation (which consent shall not
be unreasonably withheld).
(b) In connection with any registration of Registrable Shares under the Securities
Act pursuant to this Agreement, the Investor shall indemnify and hold harmless (in the same
manner and to the same extent as set forth in the preceding paragraph of this Section 6) the
Corporation, each director of the Corporation, each officer of the Corporation who shall
sign such registration statement, and each person who controls any of the foregoing persons
within the meaning of the Securities Act with respect to any statement or omission from such
registration statement, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, if such statement or
omission was made in reliance upon and in conformity with written information furnished to
the Corporation by the Investor specifically for use in connection with the preparation of
such registration statement, preliminary prospectus, final prospectus, amendment, supplement
or document; provided, however, that the indemnity agreement contained in this Section 6(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Investor (which consent
shall not be unreasonably withheld); and provided, further, that the liability of the
Investor hereunder shall not in any event exceed the proceeds received by the Investor from
the sale of Registrable Shares covered by such registration statement.
(c) Promptly after receipt by an indemnified party of notice of the commencement of
any action involving a claim referred to in the preceding paragraphs of this Section 6, such
indemnified party will, if a claim in respect thereof is made against an indemnifying party,
give written notice to the latter of the commencement of such action. In case any such
action is brought against an indemnified party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not be
responsible for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof; provided, however, that if any indemnified party
shall have reasonably concluded on the advice of counsel that there is one or more legal or
equitable defenses available to such indemnified party which are additional to or conflict
with those available to the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on
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behalf of such indemnified party and such indemnifying party shall reimburse such
indemnified party and any person controlling such indemnified party for that portion of the
fees and expenses of any counsel retained by the indemnified party which is reasonably
related to the matters covered by the indemnity agreement provided in this Section 5; and
provided, further, that such counsel only be hired to the extent necessary for such defense
or defenses; and the indemnifying party shall be responsible to pay the fees and expenses of
only one law firm plus one local counsel pursuant to the proviso above.
(d) If the indemnification provided for in this Section 5 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any loss,
claim, damage, liability or action referred to herein, then the indemnifying party, in lieu
of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or
payable by such indemnified party as a result of such loss, claim, damage, liability or
action 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 statements or omissions which resulted in such loss, claim, damage, liability or
action as well as any other relevant equitable considerations. 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 or alleged 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.
SECTION 7. Exchange Act Compliance. The Corporation shall comply with all of the
reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall
comply with all other public information reporting requirements of the Commission which are
conditions to the availability of Rule 144 for the sale of the Common Stock. The Corporation shall
cooperate with the Investor in supplying such information as may be necessary for the Investor to
complete and file any information reporting forms presently or hereafter required by the Commission
as a condition to the availability of Rule 144.
SECTION 8. No Conflict of Rights. The Corporation represents and warrants to the
Investor that the registration rights granted to the Investor hereunder do not conflict with any
other registration rights granted by the Corporation.
SECTION 9. Termination. The rights granted to the Investor pursuant to Section 2
of this Agreement shall terminate with respect to such holder of Registrable Shares at such time
when such shares cease to be Registrable Shares.
SECTION 10. Successors and Assigns. This Agreement shall bind and inure to the
benefit of the Corporation, the Investor, and their respective permitted assigns; provided,
however, that neither this Agreement nor any party’s rights hereunder may be assigned without the
prior written consent of the other party hereto.
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SECTION 11. Entire Agreement. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
arrangements or understandings with respect thereto.
SECTION 12. Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a written instrument
delivered in person or sent by telecopy, nationally-recognized overnight courier or first class
registered or certified mail, return receipt requested, postage prepaid, addressed to such party at
the address set forth below or such other address as may hereafter be designated in writing by such
party to the other parties:
(i) if to the Corporation at:
NIC Inc.
00000 X. Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxx 00000
Attention: General Counsel
Telefax: 000-000-0000
00000 X. Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxx 00000
Attention: General Counsel
Telefax: 000-000-0000
(ii) if to the Investor at:
NIC Inc. Voting Trust
00000 X. Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Trustee
Telefax: 000-000-0000
00000 X. Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Trustee
Telefax: 000-000-0000
with a copy to:
Xxxxxxx & Xxxx X.X.
0000 Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
Telefax: 000-000-0000
0000 Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
Telefax: 000-000-0000
All such notices, requests, consents and other communications shall be deemed to have been
delivered (a) in the case of personal delivery or delivery by telecopier, on the date of such
delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next
business day following such dispatch and (c) in the case of mailing, on the third business day
after the posting thereof.
SECTION 13. Modifications; Amendments; Waivers. The terms and provisions of this
Agreement may not be modified or amended, nor may any provision be waived, except pursuant to a
writing signed by the Corporation and the Investor.
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SECTION 14. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement.
SECTION 15. Headings. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of this
Agreement.
SECTION 16. Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Kansas applicable to
contracts made and to be performed wholly therein (without reference to principles of conflicts of
laws). The Corporation and the Investor hereby irrevocably and unconditionally consent and submit
to the exclusive jurisdiction of the courts of the State of Kansas or the United States of America
located in the District of Kansas for any actions, suits or proceeding arising out of or relating
to this Agreement (and agree not to commence any action, suit or proceeding relating thereto except
in such courts), and further agree that service of any process, summons, notice or other document
by United States registered mail sent by the Corporation or the Investor, as the case may be, shall
be effective service of process for any action, suit or proceeding brought by either party hereto
in any such court. The Corporation and the Investor hereby irrevocably and unconditionally waive
any objection to the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby, in the courts of the State of Kansas or the
United States of America located in District of Kansas, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any such action, suit
or proceeding brought in any such court has been brought in an inconvenient forum. IN ADDITION,
THE CORPORATION AND INVESTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY
JURY.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration and Expense
Reimbursement Agreement as of the date first written above.
NIC INC. |
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By: | /s/ XXXX X. BUR | |||
Name: | Xxxx X. Bur | |||
Title: | Chief Financial Officer |
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SIGNATURE PAGE TO
INVESTOR The National Information Consortium, Inc. Voting Trust |
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By: | /s/ XXXXXXX X. XXXXXX | |||
Xxxxxxx X. Xxxxxx, Voting Trustee U/T/A dated June 30, 1998 | ||||
/s/ XXXX X. XXXXXXX | ||||
Xxxx X. Xxxxxxx, Voting Trustee U/T/A dated June 30, 1998 |