Exhibit 4.4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 1999,
among CROSS COUNTRY STAFFING, INC., a Delaware corporation (the "COMPANY") and
the Investors (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Investors hold shares of the Class A Common
Stock, $.01 par value ("COMMON STOCK"), of the Company;
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed as follows:
1. DEFINITIONS. The following shall have (unless otherwise
provided elsewhere in this Registration Rights Agreement) the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):
"AGREEMENT" means this Registration Rights Agreement,
including all amendments, modifications and supplements and any exhibits or
schedules to any of the foregoing, and shall refer to the Agreement as the
same may be in effect at the time such reference becomes operative.
"COMMON STOCK" has the meaning given to it in the recitals
hereto.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"CHARTERHOUSE INVESTORS" means Charterhouse Equity Partners
III L.P. and Chef Nominees Limited.
"INSPECTORS" has the meaning given to it in SECTION 4(J).
"INVESTORS" means the Charterhouse Investors and the MSDW
Investors.
"MAXIMUM OFFERING SIZE" has the meaning given to it in SECTION
2(d).
"MERGER AGREEMENT" means the Agreement and Plan of Merger,
dated as of the date hereof, by and among the Company, TravCorps Corporation and
the other parties listed therein.
"MSDW INVESTORS" means Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital
Partners IV, L.P., Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Investors IV, L.P., MSDW
IV 892 Investors, L.P., Xxxxxx Xxxxxxx Venture Partners III, L.P., Xxxxxx
Xxxxxxx Venture Investors III, L.P. and The Xxxxxx Xxxxxxx Venture Partners
Entrepreneur Fund, L.P.
"NASD" means the National Association of Securities Dealers,
Inc., or any successor corporation thereto.
"RECORDS" has the meaning set forth in SECTION 4(j).
"REGISTERING SECURITY HOLDER" has the meaning given to it in
SECTION 3.
"REGISTRABLE SECURITIES" means, collectively, (i) the
shares of Common Stock owned by the Investors on the date hereof; (ii) any
shares of Common Stock hereafter acquired by any Investor; and (iii) any
shares of Common Stock hereafter distributed to any Investor by the Company
as a stock dividend or otherwise; PROVIDED, HOWEVER, that any such securities
shall cease to be Registrable Securities when (a) such securities shall have
been registered under the Securities Act, the registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of pursuant to
such effective registration statement; (b) such securities shall have been
otherwise transferred, if new certificates or other evidences of ownership
for them not bearing a legend restricting further transfer and not subject to
any stop transfer order or other restrictions on transfer shall have been
delivered by the Company and subsequent disposition of such securities shall
not require registration or qualification of such securities under the
Securities Act or any state securities law then in force; or (c) such
securities shall cease to be outstanding.
"REGISTRATION EXPENSES" has the meaning set forth in SECTION 5.
"REGISTRATION REQUEST" has the meaning given to it in SECTION 2.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
2. REQUIRED REGISTRATION. (a) Upon receipt of a written
request (a "REGISTRATION REQUEST") from either the Charterhouse Investors or
the MSDW Investors requesting that the Company effect the registration of
Registrable Securities under the Securities Act and specifying the intended
method or methods of disposition thereof, the Company shall, as expeditiously as
possible, use its best efforts to effect the registration under the Securities
Act of all Registrable Securities which the Company has been so requested to
register by such holders for sale, all to the extent required to permit the
disposition (in accordance with the intended method or methods thereof, as
aforesaid) of the Registrable Securities so registered; PROVIDED, HOWEVER, that,
subject to the provisions of the immediately following sentence, the Company
shall not be required to effect more than two registration statements of
Registrable Securities on Form S-1 or Form S-2 for each of the Charterhouse
Investors and the MSDW Investors pursuant to this SECTION 2 (it being understood
that the Company shall be obligated to file an unlimited number of registration
statements on Form S-3 (or any successor form) pursuant to any REGISTRATION
Request). In order to count as an "effected" registration statement, such
registration statement shall not have been withdrawn and all shares registered
pursuant to it (excluding any over allotment shares) shall have been sold. The
Company shall have the right to defer the filing of
2
any registration statement requested pursuant to this SECTION 2 for a period
not to exceed ninety (90) days if in the good faith determination of the
Board of Directors of the Company (written notice of which shall be provided
promptly to the Investors making the Registration Request) the filing of such
registration statement would be seriously detrimental to the Company because
the Company is engaged in any financing, acquisition or material transaction
that would be adversely affected by such filing. If the Company shall so
defer the filing of the registration statement, the Investors making the
Registration Request may, by providing written notice to the Company within
30 days after their receipt of the notice of the Board of Directors'
determination, withdraw the Registration Request. The right of the Company to
defer a Registration Request may not be exercised by the Company more than
once in any 12 month period.
(b) REVOCATION OF REQUEST. The Investors making a Registration
Request may, by providing written notice to the Company at any time prior to the
effective date of the registration statement relating to such registration,
revoke such Registration Request, without liability to any other holders of
Registrable Securities, PROVIDED that if, as a result thereof such registration
is abandoned, all Registration Expenses and all other fees and expenses
reasonably incurred by other holders of Registrable Securities who were to
include Registrable Securities in such registration shall be borne by such
Investors.
(c) UNDERWRITERS. The managing underwriter or underwriters of
any public offering effected pursuant to this Section 2 shall be reasonably
acceptable to the MSDW Investors, the Charterhouse Investors and the Company.
Any affiliate of the MSDW Investors or the Charterhouse Investors may be
selected to serve, on an arm's-length basis, as underwriter for an underwritten
offering effected pursuant to this Section 2.
(d) PRIORITY IN REQUESTED REGISTRATION. If the managing
underwriter of a registration pursuant to this Section 2 shall advise the
Company in writing that, in its view, the number or proposed mix of securities
requested to be included in such registration (including securities which the
Company requests to be included ) exceeds the largest number of securities which
can be sold without having a material adverse effect on such offering (the
"MAXIMUM OFFERING SIZE"), including the price at which such securities can be
sold, the Company will include in such registration:
(i) FIRST, the Registrable Securities requested
to be included in such registration pursuant
to Section 2 or Section 3 hereof by any
Investor holding such Registrable
Securities, allocated (if necessary) PRO
RATA among such Investors on the basis of
the relative number of Registrable
Securities each such Holder has requested to
be included in such registration;
(ii) SECOND, securities of the Company to be sold
for the account of the Company; and
3
(iii) THIRD, securities of the Company to be sold
for the account of other persons, with such
priorities among them as the Company shall
determine.
3. INCIDENTAL REGISTRATION.
(a) If the Company at any time proposes to file on its behalf
and/or on behalf (including pursuant to Section 2) of any of its security
holders (the "REGISTERING SECURITY HOLDERS") a Registration Statement under the
Securities Act on any form (other than a REGISTRATION Statement on Form S-4 or
S-8 or any successor form for securities to be offered in a transaction of the
type referred to in Rule 145 under the Securities Act or to employees of the
Company pursuant to any employee benefit plan, respectively) for the general
registration of securities to be sold for cash with respect to any class of
equity security (as defined in Section 3(a)(11) of the Exchange Act) of the
Company, it will give written notice to all holders of Registrable Securities at
least 30 days before the initial filing with the Commission of such Registration
Statement, which notice shall set forth the intended method of disposition of
the securities proposed to be registered by the Company. The notice shall offer
to include in such filing the aggregate number of shares of Registrable
Securities as such holders may request.
(b) Each holder of any such Registrable Securities desiring to
have Registrable Securities registered under this SECTION 3 shall advise the
Company in writing within 20 days after the date of receipt of such offer from
the Company, setting forth the amount of such Registrable Securities for which
registration is requested. The Company shall thereupon include in such filing
the number of shares of Registrable Securities for which registration is so
requested, subject to the next sentence, and shall use its best efforts to
effect registration under the Securities Act of such shares.
(c) PRIORITY IN INCIDENTAL REGISTRATIONS. If the managing
underwriter of a registration pursuant to this Section 3 shall advise the
Company in writing that, in its view, the number or mix of securities (including
all Registrable Securities) which the Company, the Investors and any other
persons intend to include in such registration exceeds the Maximum Offering
Size:
(i) If such registration was initiated by a
Registration Request pursuant to Section 2
hereof, then the Company will include in
such registration, in the priority listed
below, securities up to the Maximum Offering
Size:
(A) FIRST, the Registrable Securities
requested to be included in such
registration pursuant to Section 2
or Section 3 hereof by any Investor
holding such Registrable Securities,
allocated (if necessary) PRO RATA
among such Investors on the basis of
the relative number of Registrable
Securities each such Holder has
requested to be included in such
registration;
4
(B) SECOND, securities of the Company to
be sold for the account of the
Company; and
(C) THIRD, securities of the Company to
be sold for the account of other
persons, with such priorities among
them as the Company shall determine;
(ii) If such registration was initiated by the
Company (and not by the request of any
Investor or other shareholder), then the
Company will include in such registration,
in the priority listed below, securities up
to the Maximum Offering Size:
(A) FIRST, securities of the Company to
be sold for the account of the
Company;
(B) SECOND, the Registrable Securities
requested to be included in such
registration pursuant to Section 2
or Section 3 hereof by any Investor
holding such Registrable Securities,
allocated (if necessary) PRO RATA
among such Investors on the basis of
the relative number of Registrable
Securities each such Holder has
requested to be included in such
registration; and
(C) THIRD, securities of the Company to
be sold for the account of other
persons, with such priorities among
them as the Company shall determine.
or
(iii) If such registration was initiated by a
person other than the Company or any
Investor pursuant to Section 2 or 3 hereof,
then the Company will include in such
registration, in the priority listed below,
securities up to the Maximum Offering Size:
(A) FIRST, the securities requested to
be registered by such initiating
person and the Registrable
Securities requested to be included
in such registration pursuant to
Section 3 hereof, allocated (if
necessary) PRO RATA among all of
such shareholders on the basis of
the relative number of securities of
the Company each such shareholder
has requested to be included in such
registration;
5
(B) SECOND, securities of the Company to
be sold for the account of the
Company; and
(C) THIRD, securities of the Company to
be sold for the account of other
persons, with such priorities among
them as the Company shall determine.
4. REGISTRATION PROCEDURES. If the Company is required by the
provisions of SECTION 2 OR 3 to use its best efforts to effect the registration
of any of its securities under the Securities Act, the Company will, as
expeditiously as possible:
(a) prepare and file with the Commission a
Registration Statement with respect to such securities and use its best efforts
to cause such Registration Statement to become and remain effective for a period
of time required for the disposition of such securities by the holders thereof,
but not to exceed 180 days; PROVIDED that the Company will, at least 5 business
days prior to filing a registration statement or prospectus or any amendment or
supplement thereto, furnish to each holder of Registrable Securities covered by
such registration statement copies of such registration statement or prospectus
(or amendment or supplement) as proposed to be filed (including, upon the
request of such holder, documents to be incorporated by reference therein) which
documents will be subject to the reasonable review and comments of such holder
(and its attorneys) during such 5-business-day period and the Company will not
file any registration statement, any prospectus or any amendment or supplement
thereto (or any such documents incorporated by reference) containing any
statements with respect to such holder to which such holder shall reasonably
object in writing;
(b) prepare and file with the Commission such
amendments and supplements to such Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such
Registration Statement until the earlier of such time as all of such securities
have been disposed of in a public offering or the expiration of 180 days;
(c) furnish to such selling security holders such
number of copies of a summary prospectus or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents, as such selling security holders may reasonably
request;
(d) use its best efforts to register or qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions within the United States and Puerto Rico as
each holder of such securities shall request (PROVIDED, HOWEVER, that the
Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified or
to file any general consent to service of process), and
6
do such other reasonable acts and things as may be required of it to enable
such holder to consummate the disposition in such jurisdictions of the
securities covered by such Registration Statement;
(e) furnish, in connection with any registration of
Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriters for sale pursuant to such registration or, if such
Registrable Securities are not being sold through underwriters, on the date
that the Registration Statement with respect to such Registrable Securities
becomes effective, (1) an opinion, dated such date, of the independent counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and if such Registrable Securities are not being sold
through underwriters, then to the holders of Registrable Securities included in
such Registration Statement, in customary form and covering matters of the type
customarily covered in such legal opinions; and (2) a comfort letter dated such
date, from the independent certified public accountants of the Company,
addressed to the underwriters, if any, and if such Registrable Securities are
not being sold through underwriters, then to the holder(s) of Registrable
Securities being registered and, if such accountants refuse to deliver such
letter to such holder(s), then to the Company in a customary form and covering
matters of the type customarily covered by such comfort letters and as the
underwriters or such holder(s) shall reasonably request. Such opinion of counsel
shall additionally cover such other legal matters regarding the registration in
respect of which such opinion is being given as such holder(s) of Registrable
Securities may reasonably request consistent with opinions customarily provided
in similar transactions. Such letter from the independent certified public
accountants shall additionally cover such other financial matters (including
information as to the period ending not more than 5 business days prior to the
date of such letter) with respect to the registration in respect of which such
letter is being given as such holders of the Registrable Securities being so
registered may reasonably request consistent with comfort letters customarily
provided in similar transactions;
(f) enter into customary agreements (including an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities;
(g) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, but not later than 18
months after the effective date of the Registration Statement, an earnings
statement covering the period of at least 12 months beginning with the first
full month after the effective date of such Registration Statement, which
earnings statements shall satisfy the provisions of Section 11(a) of the
Securities Act;
(h) after the filing of the registration statement,
promptly notify each holder of Registrable Securities covered thereby of the
effectiveness of the registration statement and of any stop order issued or
threatened by the Securities and Exchange Commission (or any successor
commission or agency having similar powers) and promptly notify each such holder
of the lifting or withdrawal of any such order;
7
(i) immediately notify each holder of Registrable
Securities covered by the registration statement at any time when a prospectus
relating to the registration is required to be delivered under the Securities
Act, upon discovery that, 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 any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made;
(j) make available for inspection by any holder of
Registrable Securities covered by the registration statement, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any such holder or
underwriter (collectively, the "INSPECTORS"), all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"RECORDS") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and shall cause the Company's officers, directors and
employees to supply all information reasonably requested by any Inspectors and
cause the senior management of the Company and its subsidiaries to participate
in any "road show" presentations to investors, in each case in connection with
such registration statement. Each such holder agrees that information obtained
by it as a result of such inspections shall be deemed confidential and shall not
be used by it as the basis for any market transactions in the securities of the
Company or its Affiliates unless and until such information is made generally
available to the public. Each such holder further agrees that it will, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed
confidential; and
(k) use its reasonable best efforts to list all
Registrable Securities covered by such registration on any securities exchange
or quotation system on which any of the Registrable Securities are then listed
or traded.
It shall be a condition precedent to the obligation of the
Company to take any action pursuant to this Agreement in respect of the
securities which are to be registered at the request of any holder of
Registrable Securities that (i) such holder shall furnish to the Company such
information regarding the securities held by such holder and in the case of a
Registration Request the intended method of disposition thereof as the Company
shall reasonably request and as shall be required under the Securities Act in
connection with the action taken by the Company and (ii) that such holder shall
deliver and perform under such underwriting and selling share holder agreements
as may be reasonably requested by the underwriters.
5. EXPENSES. All expenses incurred in complying with this
Agreement, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD and listing the
Registrable Securities on a securities exchange), printing expenses, fees and
disbursements of counsel for the Company, fees and expenses of any special
experts retained by the Company in connection with such registration, customary
fees and expenses for independent certified
8
public accountants retained by the Company (including the fees and expenses
relating to the delivery of any comfort letter or any special audits incident
to or required by any such registration), expenses of complying with the
securities or blue sky laws of any jurisdictions pursuant to SECTION 4(d)
(including the fees and expenses of local counsel), and the fees and expenses
of one counsel for the selling holders as a group (which counsel, in the case
of any registration pursuant to Section 2, shall be selected by the Investors
selling securities constituting a majority of all securities to be included
in such registration) (collectively, "REGISTRATION EXPENSES") shall be paid
promptly by the Company, except that the Company shall not be liable for any
fees, discounts or commissions to any underwriter (including the fees and
expenses of underwriter's counsel) in respect of the securities sold by any
Investor holding Registrable Securities.
6. INDEMNIFICATION AND CONTRIBUTION.
(a) In the event of any registration of any
Registrable Securities under the Securities Act pursuant to this Agreement, the
Company shall indemnify and hold harmless the holder of such Registrable
Securities, such holder's directors and officers, and each other Person
(including each underwriter) who participated in the offering of such
Registrable Securities and each other Person, if any, who controls such holder
or such participating Person within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which such
holder or any such director or officer or participating Person or controlling
Person may become subject under the Securities Act or any other statute or at
common law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any alleged untrue
statement of any material fact contained in any Registration Statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or (ii) any alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and shall reimburse such holder or such director, officer or participating
Person or controlling Person for any legal or any other expenses reasonably
incurred by such holder or such director, officer or participating Person or
controlling Person in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any alleged untrue statement or
alleged omission made in such Registration Statement, preliminary prospectus,
prospectus or amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such holder expressly for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such holder or such director, officer or
participating Person or controlling Person, and shall survive the transfer of
such securities by such holder.
(b) In the event of any registration of any
Registrable Securities under the Securities Act pursuant to this Agreement, each
selling holder of Registrable Securities severally and not jointly shall
indemnify and hold harmless the Company, its directors and officers, and each
other Person (including each underwriter) who participated in the offering of
such Registrable Securities and each
9
other Person, if any, who controls the Company or such participating Person
within the meaning of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which the Company or any such director
or officer or participating Person or controlling Person may become subject
under the Securities Act or any other statute or at common law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any alleged untrue statement of any material
fact contained in any Registration Statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, where
such statement is in conformity with written information provided by such
holder of Registrable Securities expressly for use therein, and shall
reimburse the Company or such director, officer or participating Person or
controlling Person for any legal or any other expenses reasonably incurred by
the Company or such director, officer or participating Person or controlling
Person in connection with investigating or defending any such loss, claim,
damage, liability or action; PROVIDED, HOWEVER, that such holder of
Registrable Securities shall not be liable for any amounts in excess of the
net proceeds received by such holder for the sale of its shares. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or such director, officer
or participating Person or controlling Person, and shall survive the transfer
of such securities by such holder.
(c) If the indemnification provided for in this
SECTION 6 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 in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations. The relative fault of
such indemnifying party and 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 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 SECTION 6(c) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in 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 also guilty of such fraudulent
misrepresentation. Each holder's obligation to contribute pursuant to this
Section 6 is several in the proportion that the proceeds of the offering
received by such holder bear to the total proceeds of the offering received
by all such holders and not joint.
10
7. MARKET STAND-OFF AGREEMENT. (a) If requested by an
underwriter of securities of the Company, each holder of Registrable Securities
shall not sell or otherwise transfer or dispose of any securities held by such
holder during the ninety (90) day period following the effective date of a
registration statement, PROVIDED that each such holder has received written
notice of such registration at least 5 business days prior to the anticipated
beginning of the ninety (90) day period referred to above.
(b) If requested by an underwriter of securities of
the Company, the Company shall not issue or otherwise sell, transfer or dispose
of any securities of the Company during the one hundred eighty (180) day period
following the effective date of a registration statement.
8. MISCELLANEOUS.
(a) REMEDIES. Each Investor, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.
(b) AMENDMENTS AND WAIVERS. Except as otherwise
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departure from the provisions hereof
may not be given unless the Company has approved the same in writing and
obtained the written consent of each of the Investors.
(c) NOTICES. All notices and other communications
hereunder shall be validly given or made if in writing, (i) when delivered
personally (by courier service or other wise); (ii) when sent by telecopy; or
(iii) when actually received if mailed by first-class certified or registered
United States mail, postage-prepaid and return receipt requested, and all legal
process with regard hereto shall be validly served when served in accordance
with applicable law, in each case to the address of the party to receive such
notice or other communication set forth below, or at such other address as any
party hereto may from time to time advise the other parties pursuant to this
Section:
(i) If to Charterhouse Equity Partners III, L.P.
or Chef Nominees Limited
c/o Charterhouse Group International, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxx
Fax: (000) 000-0000
11
with a copy to:
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
12
(ii) If to the MSDW Investors:
c/o Morgan Xxxxxxx Xxxx Xxxxxx Capital Partners
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Managing Director
Fax: (000) 000-0000
with a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
(iii) If to the Company, to:
Cross Country Staffing, Inc.
0000 Xxxx xx Xxxxxxxx Xxxxxxxxx X.X.
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
(d) SUCCESSORS AND ASSIGNS. This Agreement shall
inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto. This Agreement may not be assigned by any party
without the prior written consent of the other parties hereto, PROVIDED that any
Investor may assign any of its rights hereunder, without the consent of any
party, to a transferee of not less than 80% of the Common Stock owned by such
Investor immediately after the Effective Time (as defined in the Merger
Agreement).
(e) THIRD PARTY BENEFICIARIES. No provision of this
Agreement is intended to confer upon any person other than the parties hereto
any rights or remedies here under.
(f) NO INCONSISTENT AGREEMENTS. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or grant rights superior to the rights granted to the holders
of Registrable Securities in this Agreement.
(g) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
13
(h) GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of New York
(without regard to its conflicts of law rules).
(i) SEVERABILITY. Wherever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
(j) ENTIRE AGREEMENT. This Agreement, together with
the Purchase Agreement and the Stockholders Agreement dated as of the date
hereof, contains the entire understanding of the parties with respect to the
subject matter contained herein and therein, and supersede all prior
arrangements or understandings with respect thereto.
(k) EFFECTIVE DATE. This Agreement has been executed
and delivered as of the date first above written, to automatically and without
further action of the parties become effective upon the consummation by the
Company of an initial registered public offering of equity securities of the
Company pursuant to an effective registration statement under the Securities Act
(other than on Form S-4 or Form S-8 or any similar form); PROVIDED, that if the
Merger Agreement is terminated, then this Agreement shall automatically and
without further action of the parties terminate and be of no force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date first above written.
CROSS COUNTRY STAFFING, INC.
By: /s/ XXXXXX X. XXXXXX
---------------------------------------------------
Xxxxxx X. Xxxxxx
Chairman
CHARTERHOUSE EQUITY PARTNERS III, L.P.
By: CHUSA Equity Investors III, L.P.,
general partner
By: Charterhouse Equity III, Inc.,
general partner
14
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Xxxxxx X. Xxxxxx
Managing Director
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
CHEF NOMINEES LIMITED
By: Charterhouse Group International, Inc.,
Attorney-in-Fact
By: /s/ XXXXXX X. XXXXXX
---------------------------------------------------
Xxxxxx X. Xxxxxx
Managing Director
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
XXXXXX XXXXXXX XXXX XXXXXX
CAPITAL PARTNERS IV, L.P.
By: MSDW Capital Partners IV, LLC,
as general partner
By: MSDW CAPITAL PARTNERS IV, INC.,
as member
By: /s/ XXXXX X. XXXXXXX
---------------------------------------------------
Name:
Title:
Address: 1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
15
Telecopy: (000) 000-0000
16
MSDW IV 892 INVESTORS, L.P.
By: MSDW Capital Partners IV, LLC,
as general partner
By: MSDW CAPITAL PARTNERS IV, INC.,
as member
By: /s/ XXXXX X. XXXXXXX
---------------------------------------------------
Name:
Title:
Address: 1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
XXXXXX XXXXXXX XXXX XXXXXX
CAPITAL INVESTORS IV, L.P.
By: MSDW Capital Partners IV, LLC,
as general partner
By: MSDW CAPITAL PARTNERS IV, INC.,
as member
By: /s/ XXXXX X. XXXXXXX
---------------------------------------------------
Name:
Title:
Address: 1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
17
XXXXXX XXXXXXX VENTURE
PARTNERS III, L.P.
By: Xxxxxx Xxxxxxx Venture Partners III, L.L.C.,
its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.,
its Institutional Managing Member
By: /s/ XXXXX XXXXXX
---------------------------------------------------
Name:
Title:
Address: 1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
XXXXXX XXXXXXX VENTURE
INVESTORS III, L.P.
By: Xxxxxx Xxxxxxx Venture Investors III, L.L.C.,
its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.,
its Institutional Managing Member
By: /s/ XXXXX XXXXXX
---------------------------------------------------
Name:
Title:
Address: 1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
18
THE XXXXXX XXXXXXX VENTURE PARTNERS
ENTREPRENEUR FUND, L.P.
By: Xxxxxx Xxxxxxx Venture Partners III, L.L.C.,
its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.,
its Institutional Managing Member
By: /s/ XXXXX XXXXXX
---------------------------------------------------
Name:
Title:
Address: 1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
19
