Exhibit 10.13
VSOURCE, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into as of
_________________ by and among VSource, Inc., a Delaware corporation (the
"Company"), the persons whose signatures appear on the signature pages hereto
under "XXX Shareholder" (the "XXX Shareholders"), and persons whose signatures
appear on the signature pages hereto under "XXX Warrant Holder" (the "XXX
Warrant Holders")
WHEREAS, the Company, XXX Acquisition Corp., a California corporation and a
wholly-owned subsidiary of the Company ("Merger Sub"), Online Transaction
Technologies, Inc., a California corporation ("XXX"), and Xxxxx X. Xxxxxx and
Xxxxxxx Xxxxxxx (the "Founders") have entered into an Agreement and Plan of
Merger dated as of December 14, 2000 (the "Merger Agreement"), whereby Merger
Sub will be merged with and into XXX (the "Merger"), XXX will be the surviving
corporation and become a wholly-owned subsidiary of the Company and shares of
the common stock of the Company will be issued to the XXX Shareholders; and
WHEREAS, in connection with the Merger Agreement, the Company has agreed to
enter into this Agreement.
NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereby agree as follows:
1. DEFINITIONS. As used herein:
1.1 The term "Common Stock" means the common stock, $.01 par value
per share, of the Company, or any capital stock of the Company or of any
successor issued in exchange therefor.
1.2 The term "Holder" means any person who is the record holder of
Registrable Shares; provided that if such person is not an XXX Shareholder or an
XXX Warrant Holder, such person shall be deemed a Holder only if the Registrable
Shares were transferred to such person in accordance with Section 6.
1.3 The term "Ownership Percentage" means, with respect to each
Holder requesting inclusion of Registrable Shares in a Public Offering, the
number of Registrable Shares held by such Holder at the applicable date divided
by the aggregate of (i) all Registrable Shares held by all Holders requesting
registration in such offering and (ii) the total number of all other securities
entitled to registration pursuant to any agreement with the Company and held by
others participating in the Public Offering.
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1.4 The term "person" means an individual, corporation,
partnership, association, trust, estate or other entity or organization.
1.5 The term "Public Offering" means and includes the closing of a
public offering pursuant to an effective registration statement under the
Securities Act, covering the offer and sale of Common Stock issued to the
general public, other than an offering made solely in connection with a business
combination or a compensatory benefit plan.
1.6 The terms "register," "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act (as defined below) and the applicable rules
and regulations thereunder, and the declaration or ordering of the effectiveness
of such registration statement.
1.7 The term "Registrable Shares" means (i) the shares of Common
Stock issued to the XXX Shareholders by operation of the Merger, (ii) the shares
of Common Stock issued to the XXX Warrant Holders upon exercise of the
Replacement Warrants (as defined in the Merger Agreement), and (iii) any shares
of Common Stock issued as a result of a stock split, dividend or other
distribution with respect to or in exchange for or in replacement of the shares
referenced in (i) or (ii) above; excluding in all cases, however, any shares (A)
sold by a person in a transaction in which such person's rights under Section 2
are not transferred in accordance with Section 6, (B) held in escrow under the
Escrow Agreement of even date herewith by and among the Company, the Founders,
Xxxxx X. Xxxxxx, as the "Shareholder Representative," and Sheppard, Mullin,
Xxxxxxx & Hampton LLP, as escrow agent, or (C) subject to the lock-up
restrictions imposed by the Employment Agreements of even date herewith between
the Company and each of the Founders. In addition, any particular shares of
Common Stock shall cease to be Registrable Shares when: (w) a 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 in accordance with such registration statement, (x) they shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act or may be so distributed within any three month period,
(y) they shall have been otherwise transferred, new certificates for them shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Securities Act or any
similar state law then in force, or (z) they shall have ceased to be
outstanding.
1.8 The term "Securities Act" means the Securities Act of 1933, as
amended.
1.9 The term "Series 2-A Shareholder" means any holder of shares
of the Company's Series 2-A Convertible Preferred Stock (or shares of capital
stock issued upon conversion thereof) or of the warrants issued to holders of
such preferred stock (or the shares of capital stock issued upon exercise
thereof).
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1.10 The term "Series 2-A Registration" means the registration
statement to be filed by the Company, on behalf of the Series 2-A Shareholders,
as amended from time to time.
2. REGISTRATION RIGHTS.
2.1 If, at any time following the closing of the Public Offering
to be effected by the Series 2-A Registration, the Company shall determine to
effect a Public Offering, it shall send to each Holder written notice of such
determination and, if within ten (10) days after receipt of such notice, such
Holder shall so request in writing, the Company shall cause to be included in
the registration statement all or any part of the Registrable Shares that such
Holder requests to be registered.
2.2 If the shares being sold by the Company under such
registration are to be underwritten, each Holder of Registrable Shares to be
included in such registration shall enter into and perform its obligations under
the underwriting agreement required by the underwriter.
2.3 Notwithstanding Section 2.1, if, in connection with any Public
Offering, the managing underwriter, if any, or the Company, if there is no
managing underwriter, shall impose a limitation on the number of shares of
Common Stock included in the registration because, in the judgment of such
underwriter or the Company, as applicable, such limitation is necessary based on
market conditions, the Company may exclude, to the extent so advised by the
managing underwriter or so determined by the Company, as applicable, the
Registrable Shares from the underwriting; provided, however, that if the
managing underwriter or the Company, as applicable, does not entirely exclude
the Registrable Shares from the underwriting or registration, the Company shall
be obligated to include in such registration statement, with respect to the
requesting Holder, an amount of Registrable Shares equal to the product of (i)
the number of Registrable Shares that remain available for registration after
the underwriter's or Company's cut back and (ii) such Holder's Ownership
Percentage. Registrable Shares may not be excluded from such underwriting or
registration to any greater extent than securities held by any other person who
has exercised registration rights with respect to such securities in connection
with such underwriting or registration (including, without limitation,
securities held by management or other affiliates of the Company); it being
agreed that such limitation shall not apply to any of the following: (i)
securities held by Series 2-A Shareholders, (ii) securities held by shareholders
exercising demand registration rights, and (iii) securities being offered by the
Company for its own account.
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2.4 The Company may require each Holder selling Registrable Shares
to furnish to the Company such information and documents regarding the Holder
and the distribution of such securities as may be required to be disclosed in
the Registration Statement by the rules and regulations under the Securities Act
or under any other applicable securities or blue sky laws of the applicable
jurisdictions.
2.5 The Company will from time to time amend or supplement the
registration statement and the prospectus contained therein used in any Public
Offering under which Registrable Shares are being sold pursuant to this
Agreement as and to the extent necessary to comply with the Securities Act and
any applicable state securities statute or regulation.
2.6 Each Holder selling Registrable Shares shall, upon receipt of
any notice from Company of the happening of any event of the kind described in
Section 4(c), immediately discontinue disposition of Registrable Shares pursuant
to the Registration Statement until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(c), and, if so
directed by Company, each such Holder will deliver to Company (at Company's
expense) all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Shares current at the
time of receipt of such notice.
3. INDEMNIFICATION.
3.1 In the event that the Company registers any of the Registrable
Shares under the Securities Act, the Company will indemnify and hold harmless
each Holder and each underwriter of the Registrable Shares so registered
(including any broker or dealer through which such shares may be sold) and each
person, if any, who controls such Holder or any such underwriter within the
meaning of Section 15 of the Securities Act from and against any and all losses,
claims, damages, expenses or liabilities (or any action in respect thereof),
joint or several, to which they or any of them become subject under the
Securities Act or under any other statute or at common law or otherwise, and,
except as hereinafter provided, will reimburse each such Holder, each such
underwriter and each such controlling person, if any, for any legal or other
expenses reasonably incurred by them or any of them, as such expenses are
incurred, in connection with investigating or defending any actions whether or
not resulting in any liability, insofar as such losses, claims, damages,
expenses, liabilities or actions arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement, in any preliminary or amended preliminary prospectus or
in the prospectus (or the registration statement or prospectus as from time to
time amended or supplemented by the Company); (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; or (iii) any
violation by the Company of the Securities Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), a state securities law or any rule or
regulation under the Securities Act, the Exchange Act or any state securities
law; provided, however, that the indemnity contained in this Section 3.1 will
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not apply where such untrue statement or omission was made in such registration
statement, preliminary or amended, preliminary prospectus or prospectus in
reliance upon and in conformity with information furnished in writing to the
Company in connection therewith by such Holder of Registrable Shares, any such
underwriter or any such controlling person for use therein or arises from such
Holder's breach of its obligations under this Agreement. Promptly after receipt
by any Holder of Registrable Shares, any underwriter or any controlling person
of notice of the commencement of any action in respect of which indemnity may be
sought against the Company, such Holder of Registrable Shares, or such
underwriter or such controlling person, as the case may be, will notify the
Company in writing of the commencement thereof, and, subject to the provisions
hereinafter stated, the Company shall assume the defense of such action
(including the employment of counsel, who shall be counsel reasonably
satisfactory to such Holder of Registrable Shares, such underwriter or such
controlling person, as the case may be), and the payment of expenses insofar as
such action shall relate to any alleged liability in respect of which indemnity
may be sought against the Company. The Company shall not be liable to indemnify
any person under this Section 3.1 for any settlement of any such action effected
without the Company's consent (which consent shall not be unreasonably
withheld). The Company shall not, except with the approval of each party being
indemnified under this Section 3.1 (which approval will not be unreasonably
withheld), consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to the parties being so indemnified of a release from all liability in
respect to such claim or litigation.
3.2 In the event that the Company registers any of the Registrable
Shares under the Securities Act, each Holder of the Registrable Shares so
registered will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each
underwriter of the Registrable Shares so registered (including any broker or
dealer through which any of such shares may be sold) and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act
and all other Holders and their respective officers, directors and controlling
persons from and against any and all losses, claims, damages, expenses or
liabilities (or any action in respect thereof), joint or several, to which they
or any of them may become subject under the Securities Act or under any other
statute or at common law or otherwise, and, except as hereinafter provided, will
reimburse the Company and each such director, officer, underwriter or
controlling person for any legal or other expenses reasonably incurred by them
or any of them, as such expenses are incurred, in connection with investigating
or defending any actions whether or not resulting in any liability, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement, in any preliminary or amended
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preliminary prospectus or in the prospectus (or the registration statement or
prospectus as from time to time amended or supplemented) 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 in order to make the statements
therein not misleading, but only insofar as any such statement or omission was
made in reliance upon and in conformity with information furnished in writing to
the Company in connection therewith by such Holder, for use therein. Promptly
after receipt of notice of the commencement of any action in respect of which
indemnity may be sought against such Holder of Registrable Shares, the Company
will notify such Holder of Registrable Shares in writing of the commencement
thereof, and such Holder of Registrable Shares shall, subject to the provisions
hereinafter stated, assume the defense of such action (including the employment
of counsel, who shall be counsel reasonably satisfactory to the Company) and the
payment of expenses insofar as such action shall relate to the alleged liability
in respect of which indemnity may be sought against such Holder of Registrable
Shares. The Company and each such director, officer, underwriter or controlling
person shall have the right to employ separate counsel in any such action and to
participate in the defense thereof in the event the representation of the
Company, any of its officers or directors or any underwriter or controlling
person by counsel retained by or on the behalf of such Holder would be
inappropriate due to conflicts of interest between any such person and any other
party represented by such counsel in such proceeding or action, in which case
such Holder shall pay, as incurred, the reasonable fees and expenses of such
separate counsel. Such Holder shall not be liable to indemnify any person for
any settlement of any such action effected without such Holder's consent (which
consent shall not be unreasonably withheld). Such Holder shall not, except with
the approval of the person being indemnified (which approval shall not be
unreasonably withheld), consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to the party being so indemnified of a release from
all liability in respect to such claim or litigation.
3.3 If the indemnification provided for in Sections 3.1 or 3.2 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense 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 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, provided, that the maximum liability of a Holder shall be
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limited to an amount equal to the proceeds to such holder of the Registrable
Securities Sold in such registration. No person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
4. OBLIGATIONS OF THE COMPANY. Whenever the Company is required hereunder
to register Registrable Shares, it shall also do the following:
(a) Furnish to each selling Holder such copies of each
preliminary and final prospectus and any other documents that such Holder
may reasonably request to facilitate the public offering of its Registrable
Shares;
(b) Use reasonable efforts to register or qualify the
Registrable Shares to be registered pursuant to this Agreement under the
applicable securities or "blue sky" laws of such jurisdictions as any
selling Holder may reasonably request; provided, however, that the Company
shall not be obligated to qualify to do business in any jurisdiction where
it is not then so qualified or to take any action that would subject it to
the service of process in suits other than those arising out of the offer
or sale of the securities covered by the registration statement in any
jurisdiction where it is not then so subject;
(c) Notify each Holder of Registrable Shares covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act 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 the light of the
circumstances then existing and then use its reasonable best efforts to
correct promptly such statement or omission;
(d) Cause all such Registrable Shares registered hereunder to
be listed on each securities exchange on which similar securities issued by
the Company are then listed if such listing is then permitted under the
rules of the exchange;
(e) Provide a transfer agent and registrar for all
Registrable Shares registered pursuant hereunder and a CUSIP number for all
such Registrable Shares, in each case not later than the effective date of
such registration;
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(f) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering;
(g) Permit each selling Holder or its counsel or other
representatives upon the receipt of commercially reasonable confidentiality
agreements, to inspect and copy such corporate documents and records as may
reasonably be requested by them; and
(h) Furnish to each selling Holder, upon request, a copy of
all documents filed and all correspondence from or to the Securities and
Exchange Commission in connection with any such offering unless
confidential treatment of such information has been requested of the
Securities and Exchange Commission.
5. EXPENSES. In the case of a registration under this Agreement, the
Company shall bear all costs and expenses of each such registration, including,
but not limited to, printing, legal and accounting expenses, Securities and
Exchange Commission filing fees and "blue sky" fees and expenses; provided,
however, that the Company shall have no obligation to pay or otherwise bear (i)
any portion of the fees or disbursements of any counsel for the Holders in
connection with the registration of their Registrable Shares or (ii) any portion
of the underwriter's commissions or discounts attributable to the Registrable
Shares being offered and sold by the Holders of Registrable Shares.
6. TRANSFER OF REGISTRATION RIGHTS. If a Holder transfers any Registrable
Shares, the transferee shall be entitled to the rights of the Holder hereunder
with respect to the transferred shares only if (i) the transfer of the shares
complies with all applicable law, (ii) such transfer is not made to a competitor
of the Company, and (iii) the transferee executes and delivers to the Company a
Registration Rights Agreement Joinder in the form of Exhibit A. For purposes of
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this Section 6, "competitor of the Company" means a company whose principal
lines of business include business-to-business electronic procurement services.
7. "MARKET STAND-OFF" AGREEMENT. Following the effective date of any
Public Offering, no Holder, if requested by the managing underwriter or, if
there is no managing underwriter, by an executive officer of the Company, shall,
directly or indirectly, sell, offer to sell, contract to sell (including,
without limitation, any short sale), grant any option to purchase or otherwise
transfer or dispose of (other than to donees who agree to be similarly bound)
any securities of the Company held by such Holder at any time during such
period, not to exceed 180 days, as may be specified by such underwriter or such
executive officer, as applicable, except Registrable Securities, if any,
included in such offering. The Holders shall enter into customary written
"lock-up" agreements with the managers of the relevant underwriting or with the
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Company, as applicable. In order to enforce the foregoing covenant, the Company
may impose stop transfer instructions with respect to Registrable Shares until
the end of such period.
8. SUSPENSION AND WITHDRAWAL. Notwithstanding any provision of this
Agreement, the Company reserves the right in its sole and absolute discretion to
suspend or withdraw any registration statement at any time.
9. DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.
10. TERMINATION OF REGISTRATION RIGHTS. The obligations of the Company to
register any Holder's Registrable Shares pursuant to this Agreement shall
terminate three (3) years after the date hereof.
11. MISCELLANEOUS.
11.1 All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given (i) upon receipt, if delivered personally, (ii)
upon confirmation of receipt, if given by electronic facsimile and (iii) on the
third business day following mailing, if mailed first-class, postage prepaid,
registered or certified mail addressed as follows:
(a) If to the Company to:
VSource, Inc.
0000 Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Facsimile:(000)000-0000
Attention: Xxxxxxxx X. Xxxxxxx
with a copy to:
Sheppard, Mullin, Xxxxxxx & Hampton LLP
000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to the XXX Shareholders to: the addresses indicated
for them on those certain Acknowledgement, Joinder and Release documents
executed by them in connection with the Merger.
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(c) If to the XXX Warrant Holders to: the addresses
indicated for them on those certain Warrant Holder Agreements executed by
them in connection with the Merger.
(d) If to any other Holder, to that address indicated for
such Holder on the applicable Registration Rights Agreement Joinder.
Any party may by notice given in accordance with this Section 11.1 to
the other parties designate another address or person for receipt of notices
hereunder.
11.2 This Agreement (including the Exhibits hereto) contains the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, representation and warranties, written or oral,
with respect thereto.
11.3 Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the
Company and the Holders of fifty-one percent (51%) of the Registrable Shares
then outstanding. The failure of a party to insist, in any one or more
instances, upon performance of the terms or conditions of this Agreement shall
not be construed as a waiver or relinquishment of any right granted hereunder or
of the future performance of any such term, covenant or condition. No waiver on
the part of any party of any right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, shall preclude any
further exercise thereof or the exercise of any other such right, power or
privilege.
11.4 This Agreement shall be governed by and construed in
accordance with the substantive and procedural laws of the State of California
applicable to agreements made and to be performed entirely within such State.
The parties hereby agree that any action, suit, arbitration or other proceeding
arising out of or related to this Agreement or the relationship created hereby
shall be conducted only in Los Angeles County, California. Each party hereby
irrevocably consents and submits to the personal jurisdiction of and venue in
United States District Court for the Central District of California and in the
Superior Court for Los Angeles County in any legal action, equitable suit or
other proceeding arising out of or related to this Agreement or the relationship
created hereby.
11.5 Notwithstanding anything herein to the contrary, if there
shall be a dispute among any of the parties arising out of or relating to this
Agreement (including without limitation the issue of arbitrability or the
indemnities provided herein or therein, or the breach thereof), the parties
agree that such dispute shall be resolved by final and binding arbitration in
Los Angeles, California, administered by Judicial Arbitration & Mediation
Services, Inc. ("JAMS"), in accordance with JAMS' rules of practice then in
effect or such other procedures as the parties may agree to. Each party hereby
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irrevocably consents and submits to personal jurisdiction in the State of
California for any arbitration contemplated by this Section 11.5. Any award
issued as a result of such arbitration shall be final and binding between the
parties thereto, and shall be enforceable by any court having jurisdiction over
the party against whom enforcement is sought. The fees and expenses of such
arbitration (including reasonable attorneys' fees) or any action to enforce an
arbitration award shall be paid by the party that does not prevail in such
arbitration.
11.6 If any legal action or dispute arises under this Agreement,
arises by reason of any asserted breach of it, or arises between the parties and
is related in any way to the subject matter of the Agreement, the prevailing
party shall be entitled to recover all costs and expenses, including reasonable
attorneys' fees, arbitration costs, investigative costs, reasonable accounting
fees and charges for experts.
11.7 This Agreement shall be binding upon and inure to the benefit
of the parties and their respective permitted successors and permitted assigns.
Except as provided herein, neither this Agreement, nor any of the rights
hereunder, may be assigned by any party, nor may any party delegate any
obligations hereunder, without the written consent of the other party hereto.
Any non-permitted assignment or attempted assignment shall be void.
11.8 Nothing herein is intended or shall be construed to give any
person any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein, except as otherwise provided
herein. This Agreement may be executed by the parties in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof or thereof each signed by
less than all, but together signed by all of the parties. The headings herein
are for reference only and shall not affect the interpretation of this
Agreement.
11.9 The parties hereto are sophisticated and have been
represented by lawyers throughout the transactions contemplated hereto who have
carefully negotiated the provisions hereof. As a consequence, the parties do
not intend that the presumptions of California Civil Code Section 1654 and
similar laws or rules relating to the interpretation of contracts against the
drafter of any particular clause should be applied to this Agreement and
therefore waive their effects.
11.10 Whenever 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 is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed as of the day and year first above written.
VSOURCE, INC.
By: ____________________________
____________________________
[Print Name and Title]
[THE SIGNATURES OF THE XXX SHAREHOLDERS AND
THE XXX WARRANT HOLDERS APPEAR ON THE FOLLOWING PAGES]
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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT BY AND AMONG VSOURCE, INC., THE
XXX SHAREHOLDERS AND THE XXX WARRANT HOLDERS]
"XXX SHAREHOLDER"
By: _________________________________________
_________________________________________
[print name and, if applicable, title]
_________________________________________
[print address]
_________________________________________
[print city, state and zip code]
_________________________________________
[print facsimile number]
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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT BY AND AMONG VSOURCE, INC., THE
XXX SHAREHOLDERS AND THE XXX WARRANT HOLDERS]
"XXX WARRANT HOLDER"
By: _________________________________________
_________________________________________
[print name and, if applicable, title]
_________________________________________
[print address]
_________________________________________
[print city, state and zip code]
_________________________________________
[print facsimile number]
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT JOINDER
-------------------------------------
As of the date set forth below, the undersigned is acquiring from
_________________ _____ shares of the common stock of VSource, Inc. (the
"Company"). By execution of this Registration Rights Agreement Joinder, the
undersigned shall be deemed to be a party to, and bound by all the provisions
applicable to the Holders as defined in, that certain Registration Rights
Agreement, dated as of ____________, by and among the Company, the XXX
Shareholders and the XXX Warrant Holders (as defined therein).
Dated: ______________________________________
By: _________________________________________
_________________________________________
[print name and, if applicable, title]
_________________________________________
[print address]
_________________________________________
[print city, state and zip code]
_________________________________________
[print facsimile number]
A-1
