Exhibit 10.9
Xxxxxx X. Xxxxxx , Xx., Chairman and CEO
Billing Concepts Corp.
0000 Xxxx Xxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000-0000
Re: Registration Rights in connection with Shares of Princeton eCom Corporation
Common Stock, which may be purchased by Billing Concepts Corp.
pursuant to Call Option Agreements, of even date, with Xxxxxx X.
Xxxxxxxxxxxx and X. Xxxxxxx Xxxx.
Dear Xx. Xxxxxx:
Set forth below are limited registration rights which Princeton eCom
Corporation (hereinafter referred to as "Company") agrees to provide to Billing
Concepts Corp. ("BCC") in connection with BCC's possible purchase from Xxxxxx X.
Xxxxxxxxxxxx ("Xxxxxxxxxxxx") and X. Xxxxxxx Xxxx, ("Xxxx"), principal
shareholders, officers and directors of the Company, of up to 450,000 shares ("
Shares") of the Company's, common stock, $.01 par value, ("Common Stock") (
after giving effect to a 3 for 1 stock split declared by the Board of Directors
of the Company on June 10, 1999) pursuant to certain call option agreements
("Call Option Agreements") entered into between BCC and Xxxxxxxxxxxx and BCC and
Xxxx on this date.
The registration rights granted herein only apply to the Shares, or that
portion of the Shares that BCC purchases pursuant to the terms of the Call
Option Agreements (hereinafter "BCC Shares"), and applies to no other shares
of Common Stock which BCC owns on the date of this Agreement or may acquire at
anytime in the future. Except as provided under Paragraph (2), below, the
registration rights granted herein may only be exercised by BCC during the
period commencing 181 days after the effective date ("Effective Date") of the
Company's Registration Statement on Form S-1 (SEC Reg. No. 333-75385)
("Registration Statement") and ending on the first anniversary of the Effective
Date (the "Exercise Period").
(1) Piggy Back Registration Rights. During the Exercise Period, and provided
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that the Company has closed on its initial public offering (as contemplated by
the Registration Statement), the Company shall advise BCC by written notice (the
"Company Notice") at least twenty (20) days prior to the filing of any
registration statement under the Securities Act of 1933, as amended (the "Act")
(other than a registration statement on Form S-4, Form S-8 or any similar forms,
which may be adopted by the Securities and Exchange Commission ), covering the
Common Stock, and will upon the written request of BCC within ten (10) days
after receipt of the Company Notice to include among the Common Stock covered by
such registration statement all of the BCC Shares, include in any such
registration statement such information as may be required so as to permit a
public offering of the BCC Shares. The delivery of notice by the Company shall
not in any way obligate the Company to file such registration statement, and
notwithstanding the filing of such registration statement, the Company, for
valid corporate reasons, may at any time prior to the effective date thereof,
determine not to offer the Common Stock to which the registration statement
relates without
liability to BCC. The Company shall supply a reasonable quantity
of prospectuses, use its best reasonable efforts to qualify the BCC Shares for
sale in New York, Texas and those states where the Company is qualifying the
securities covered in such registration and furnish indemnification in the
manner as set forth in Paragraph (3)(C), below. The Company shall use its best
reasonable efforts to qualify the BCC Shares in other states, which permit the
sale of the BCC Shares, as BCC may reasonably designate; provided, however, that
BCC shall bear the expense of blue sky registration (including counsel fees) for
the BCC Shares in states designated by BCC in addition to New York, Texas and
those other states where the Company is qualifying the securities covered in
such registration statement. BCC shall timely furnish information required to
register the BCC Shares pursuant to this Paragraph (1) and provide
indemnification as set forth in Paragraph (3)(C) below. The piggy-back
registration rights set forth in this Paragraph (1) shall expire at the end of
the Exercise Period and shall not apply to any registration statement filed by
the Company before the beginning of, or after the end of, the Exercise Period.
(2) Demand Registration Rights. At one time, during the period commencing
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one hundred and eighty one (181) days after the Effective Date and ending thirty
(30) days prior to the end of second anniversary of the Effective Date, the
Company, after receipt of written notice from BCC ("BCC Notice") requesting
that the Company register the BCC Shares, take the necessary steps required to
file a registration statement pursuant to the Act, and the Company will use its
best reasonable efforts to cause such registration statement to become
effective, to the end that the BCC Shares may be sold under said Act as promptly
as practicable thereafter; provided that BCC shall timely furnish the Company
with appropriate information required for the registration statement as the
Company shall reasonably request in writing. The Company shall keep such
registration statement current for such time until all the BCC Shares are sold,
but not to exceed six (6) months. The Company shall supply a reasonable quantity
of prospectuses, use its best reasonable efforts to qualify the BCC Shares for
sale in New York , Texas, and such other states as reasonably requested by BCC
in writing and furnish indemnification in the manner as set forth in Paragraph
(3)(C), below. BCC shall timely furnish information required for the
registration of the BCC Shares and provide indemnification as set forth in
Paragraph (3)(C) below. The registration rights in this Paragraph (2)shall
expire and be void and of no further effect, unless the Company has received the
BCC Notice on or before 30 days prior to the end of the second anniversary of
the Effective Date.
(3) The following provision shall also be applicable to the registration
rights described above:
(A) The Company shall bear the entire cost and expense of any
registration of Common Stock initiated under Paragraph (1), above, except as set
forth above. BCC shall, however, bear the fees of its own counsel and
accountants and any transfer taxes or underwriting discounts or commissions
applicable to the BCC Shares proposed to be sold or sold by BCC pursuant
thereto.
(B) BCC shall bear the entire cost and expense of any registration of
Common Stock initiated under Paragraph (2), above, including without limitation,
the reasonable fees and expenses of the Company's counsel and any associated
fees of the Company's accountants, BCC's counsel fees and expenses, blue sky
fees, printing costs, filing fees, and any transfer taxes or underwriting
discounts or commissions applicable to the BCC Shares proposed to be sold or
sold by BCC pursuant thereto.
(C) The Company shall indemnify and hold harmless BCC from and
against any and all losses, claims, damages and liabilities arising out of, or
based upon, any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or any post-effective amendment thereto
under the Act or any prospectus included in such registration statement relating
to the BCC Shares, or arising out of, or based upon, any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading to which BCC may become subject under the Act,
the Securities Exchange Act of 1934, as amended, or other Federal or state
statutory law or regulation, at common law or otherwise, except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
based upon information furnished or required to be furnished to the Company by
BCC expressly for use therein; provided, however, that BCC at the same time
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indemnify the Company, its directors, each officer signing the related
registration statement, each person, if any (other than BCC), who controls the
Company within the meaning of such Act and any other selling security holder,
from and against and all losses, claims, damages and liabilities arising out of,
or based upon, any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or any post-effective amendment
thereto under the Act or any prospectus included in such registration statement
relating to the BCC Shares, or arising out of, or based upon, any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or alleged
untrue statement or omission or alleged omission based upon written information
furnished to the Company by BCC expressly for use therein.
(D) The registration rights granted to BCC may not be assigned, sold or
transferred, in any manner whatsoever and apply only the BCC Shares.
Very truly yours,
Princeton eCom Corporation
By: /s/ PRINCETON ECOM CORPORATION
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Agreed to and Accepted by
Billing Concepts Corp.
By: /s/ BILLING CONCEPTS CORP.
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Dated: 6/16/99
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