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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
October 5, 1999
To each of the several Stockholders
named in Schedule I hereto
Gentlemen:
An Agreement and Plan of Merger and Reorganization dated as of October
5, 1999 has been entered into by Silknet Software, Inc., a Delaware corporation
(the "Company"), InSite Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of the Company, InSite Marketing Technology, Inc., a Delaware
corporation ("InSite"), and those shareholders of InSite named on the signature
pages thereto (the "Merger Agreement"). As a condition to the closing of the
transactions contemplated by the Merger Agreement, the Company has agreed to
enter into this Registration Rights Agreement with each of you (collectively,
the "InSite Stockholders") and the Company hereby covenants and agrees with each
of you as follows:
1. Certain Definitions. As used in this Agreement, the following
terms shall have the following respective 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, $.01 par value, of
the Company, as constituted as of the date of this Agreement.
"Conversion Shares" shall mean the shares of Common Stock of
the Company issued in exchange for the acquisition of the outstanding shares of
capital stock of InSite pursuant to the terms of the Merger Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Holder" shall mean the person who is then the record owner of
Registrable Securities which have not been sold to the public.
"Registration Expenses" shall mean all expenses incurred by
the Company in compliance with Section 4 or Section 5 hereof, including, without
limitation, all registration and filing fees, printing expenses, transfer taxes,
fees and disbursements of counsel for the Company, blue sky fees and expenses,
reasonable fees and disbursements of one counsel for all the selling Holders and
other securityholders, and the expense of any special audits incident to or
required by any such registration.
"Registrable Securities" shall mean (i) all of the Conversion
Shares issued in connection with the Merger Agreement and (ii) any Common Stock
issued in respect of the shares described in clause (i) upon any stock split,
stock dividend, recapitalization or other similar event.
"Restricted Stock" shall mean the Conversion Shares, excluding
Conversion Shares which have been (i) registered under the Securities Act
pursuant to an effective registration statement filed thereunder and
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disposed of in accordance with the registration statement covering them or (ii)
publicly sold pursuant to Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933 , as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities.
2. Restrictive Legend. Each certificate representing Conversion
Shares shall, except as otherwise provided in this Section 2 or in Section 3, be
stamped or otherwise imprinted with a legend substantially in the following
form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE."
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx,
LLP shall be satisfactory) the securities represented thereby may be publicly
sold without registration under the Securities Act and any applicable state
securities laws.
3. Notice of Proposed Transfer. Prior to any proposed transfer of
any Conversion Shares (other than under the circumstances described in Sections
4 or 5), the holder thereof shall give written notice to the Company of its
intention to effect such transfer. Each such notice shall describe the manner of
the proposed transfer and, if requested by the Company, shall be accompanied by
an opinion of counsel satisfactory to the Company (it being agreed that Xxxxx,
Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed
transfer may be effected without registration under the Securities Act and any
applicable state securities laws, whereupon the holder of such stock shall be
entitled to transfer such stock in accordance with the terms of its notice;
provided, however, that no such opinion of counsel shall be required for a
transfer to one or more partners or members of the transferor (in the case of a
transferor that is a partnership or a limited liability company, respectively)
or to an affiliated corporation (in the case of a transferor that is a
corporation). Each certificate for Conversion Shares transferred as above
provided shall bear the legend set forth in Section 2, except that such
certificate shall not bear such legend if (i) such transfer is in accordance
with the provisions of Rule 144 (or any other rule permitting public sale
without registration under the Securities Act) or (ii) the opinion of counsel
referred to above is to the further effect that the transferee and any
subsequent transferee (other than an affiliate of the Company) would be entitled
to transfer such securities in a public sale without registration under the
Securities Act. The restrictions provided for in this Section 3 shall not apply
to securities which are not required to bear the legend prescribed by Section 2
in accordance with the provisions of that Section.
4. Registration on Form S-3.
(a) The Company shall use its reasonable best efforts to
qualify for registration on Form S-3 or any comparable or successor form; and to
that end the Company shall register (whether or not required by law to do so)
the Common Stock under the Exchange Act, in accordance with the provisions of
the Exchange Act following the effective date of the first registration of any
securities of the Company on Form S-1 or any comparable or successor form. After
the Company has qualified for the use of Form S-3, in addition to the rights
contained in this Agreement, the Holders of Registrable Securities shall have
the right to request one (1) registration on Form S-3 (such request shall be in
writing and shall state the number of shares of Registrable Securities to be
disposed of and the intended methods of disposition of such shares by such
Holder or Holders), provided that in no event shall the Company be required to
register shares with an aggregate market value (measured at the time of the
receipt by the Company of such request) of less than $5,000,000. Upon the
receipt of a request under this Section 4, the Company shall:
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(i) promptly give written notice of the proposed registration
to all other Holders; and
(ii) as soon as practicable, use all reasonable efforts to
effect such registration as may be so requested and as would permit or
facilitate the sale and distribution of such portion of such
Registrable Securities as are specified in such request, together with
such portion of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request given
within thirty days after receipt of such written notice from the
Company. If the underwriter managing the offering advises the Holders
who have requested inclusion of their Registrable Securities in such
registration that marketing considerations require a limitation on the
number of shares offered, such limitation shall be imposed pro rata
among such Holders who requested inclusion of Registrable Securities in
such registration according to the number of Registrable Securities
each such Holder requested to be included in such registration. Neither
the Company nor any other shareholder may include shares in a
registration effected under this Section 4 without the consent of the
Holders holding a majority of the Registrable Securities sought to be
included in such registration if the inclusion of shares by the Company
or the other shareholders would limit the number of Registrable
Securities sought to be included by the Holders or reduce the offering
price thereof. No registration initiated by Holders hereunder shall
count as a registration under this Section 4 unless and until it shall
have been declared effective.
(b) The Company shall select the underwriter for an offering
made pursuant to this Section 4.
5. "Piggy Back" Registrations.
(a) If the Company shall determine to register any of its
securities, either for its own account or the account of a security holder or
holders exercising their registration rights, other than a registration relating
solely to employee benefit plans, or a registration on any registration form
which does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:
(i) Promptly give to each Holder of Registrable Securities
written notice thereof (which shall include the number of shares the
Company or other security holder proposes to register and, if known,
the name of the proposed underwriter); and
(ii) Use its reasonable best efforts to include in such
registration all the Registrable Securities specified in a written
request or requests, made by any Holder within twenty (20) days after
the date of delivery of the written notice from the Company described
in clause (i) above. If the underwriter advises the Company that
marketing considerations require a limitation on the number of shares
offered pursuant to any registration statement, then the maximum amount
that the underwriter considers saleable shall be apportioned: First, to
the Company to the extent of the shares to be registered for its own
account, if any, second, among the selling shareholders exercising
their demand registration rights to the extent such shareholders
requested securities to be included in the registration statement, and
then pro rata among the selling Holders and all other selling
shareholders according to the number of shares each Holder and
shareholder requested to be included in the registration statement.
(b) The Company shall select the underwriter for an offering
made pursuant to this Section 5.
(c) In addition to the rights granted under Section 4 and
Section 5(a) of this Agreement, the Company hereby agrees that it shall make
commercially reasonable efforts (subject to market conditions) to file with the
Commission a registration statement on Form S-1 within four (4) months of the
closing date under the Merger Agreement, including shares of Common Stock to be
sold on behalf of the Company and/or any holder of registration rights who
notifies the Company of its intention to participate in accordance with the
registration rights provisions contained in (i) Article VI of the Company's
Series C Preferred Stock Purchase Agreement dated as of May 11, 1998, (ii)
Article VI of the Company's Series D Preferred Stock Purchase Agreement dated as
of
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February 26, 1999 and (iii) this Agreement, if the reasonably anticipated
aggregate price to the public of the shares of Common Stock to be included in
such registration would exceed $10,000,000 in gross proceeds to the Company
and/or selling securityholders; provided, however, that if the offering is
anticipated to result in gross proceeds of less than $10,000,000 but greater
than $5,000,000, then the holders of Registrable Securities shall be limited to
selling in such offering no more than 30% of their Registrable Securities. In
any case, any such offering must result in gross proceeds of at least $5,000,000
to the Company and/or selling securityholders. As soon practicable following
filing of the registration statement described in the immediately preceding
sentence with the Commission, the Company shall use all commercially reasonable
efforts to cause such registration statement to become effective.
6. Expenses of Registration. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
Section 4 or Section 5 shall be paid by the Company. All Selling Expenses
incurred in connection with any such registration, qualification or compliance
shall be borne by the holders of the securities registered, pro rata on the
basis of the number of their shares so registered.
7. Registration Procedures. In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep each
Holder of Registrable Securities included in such registration advised in
writing as to the initiation of each registration and as to the completion
thereof. At its expense, the Company will do the following for the benefit of
such Holders:
(a) Keep such registration effective for a period of one
hundred twenty days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto, whichever
first occurs, and amend or supplement such registration statement and the
prospectus contained therein from time to time to the extent necessary to comply
with the Act and applicable state securities laws;
(b) Use its reasonable best efforts to register or qualify the
Registrable Securities covered by such registration under the applicable
securities or "blue sky" laws of such jurisdictions as the selling shareholders
may reasonably request; provided, that the Company shall not be obligated to
qualify to do business in any jurisdiction where it is not then so qualified or
otherwise required to be so qualified or to take any action which would subject
it to the service of process in suits other than those arising out of such
registration;
(c) Furnish such number of prospectuses, prospectus
supplements or amendments and other documents incident thereto as a Holder from
time to time may reasonably request;
(d) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 5(c) hereof, the Company will
enter into any underwriting agreement reasonably necessary to effect the offer
and sale of Common Stock, provided such underwriting agreement contains
customary underwriting provisions and is entered into by all of the Holders
included in such registration;
(e) To the extent then permitted under applicable professional
guidelines and standards, obtain (i) an opinion, dated the effective date of the
registration statement, of counsel representing the Company for the purposes of
such registration in form and substance as is customarily given to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and
to the Holders requesting registration of the Registrable Securities and (ii) a
comfort letter from the Company's independent public accountants in customary
form and covering such matters of the type customarily covered by comfort
letters in a public issuance of securities, addressed to the underwriters, if
any, and the Holders requesting registration of the Registrable Securities, and
provide copies thereof to the Holders; and
(f) Permit the counsel to the selling shareholders whose
expenses are being paid pursuant to Section 6 hereof to inspect and copy such
corporate documents as such counsel may reasonably request.
8. Indemnification.
(a) The Company will, and hereby does, indemnify each Holder,
each of its officers, directors and partners, and each person controlling such
Holder within the meaning of the Securities Act, with
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respect to which registration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls such underwriter within the meaning of the Securities Act, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or other document
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or based on any
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
any violation by the Company of the Securities Act or the Exchange Act or
securities act of any state or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers, directors and partners, and
each person controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability or action, whether or not resulting in any liability, provided
that the Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on any
untrue statement (or alleged untrue statement) or omission (or alleged omission)
based upon written information furnished to the Company by such Holder or
underwriter and stated to be specifically for use therein.
(b) Each Holder will, if Registrable Securities held by it are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each other Holder and each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of the Securities Act and the
rules and regulations thereunder, each other such Holder and each of their
officers, directors and partners, and each person controlling such Holder,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company and such Holder's directors, officers, partners, persons, underwriters
or control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, whether or not resulting in liability, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein; provided, however, that the
obligations of each Holder hereunder shall be limited to an amount equal to the
net proceeds received by such Holder upon sale of his securities.
(c) Each party entitled to indemnification under this Section
8 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, but the
failure of any Indemnifying Party to give such notice shall not relieve the
Indemnifying Party of its obligations under this Section 8 (except and to the
extent the Indemnifying Party has been prejudiced as a consequence thereof). The
Indemnifying Party will be entitled to participate in, and to the extent that it
may elect by written notice delivered to the Indemnified Party promptly after
receiving the aforesaid notice from such Indemnified Party, at its expense to
assume, the defense of any such claim or any litigation resulting therefrom,
with counsel reasonably satisfactory to such Indemnified Party, provided that
the Indemnified Party may participate in such defense at its expense,
notwithstanding the assumption of such defense by the Indemnifying Party, and
provided, further, that if the defendants in any such action shall include both
the Indemnified Party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be legal defenses available to it
and/or other Indemnified Parties which are different from or additional to those
available to the Indemnifying Party, the Indemnified Party or Parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
Indemnified Party or Parties and the reasonable fees and expenses of such
counsel shall be paid by the Indemnifying Party. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which includes an admission of fault on the part of an Indemnified Party or
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified
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Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall (i) furnish such information regarding itself or
the claim in question as an Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom and (ii) shall reasonably assist the Indemnifying
Party in any such defense, provided that the Indemnified Party shall be entitled
to be reimbursed by the Indemnifying Party for its out-of-pocket expenses paid
in connection with such assistance.
(d) No Holder shall be required to participate in a
registration pursuant to which it would be required to execute an underwriting
agreement in connection with a registration effected under Section 5 which
imposes indemnification or contribution obligations on such Holder more onerous
than those imposed hereunder; provided, however, that the Company shall not be
deemed to breach the provisions of Section 5 if a Holder is not permitted to
participate in a registration on account of his refusal to execute an
underwriting agreement on the basis of this subsection (d).
9. Information by Holder. Each Holder of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Agreement or otherwise required by applicable state or federal securities
laws.
10. Exception to Registration. The Company shall not be required
to effect a registration under this Agreement if (i) in the written opinion of
counsel for the Company, which counsel and the opinion so rendered shall be
reasonably acceptable to the Holders of Registrable Securities, such Holders may
sell without registration under the Securities Act the Registrable Securities
for which they requested registration under the provisions of the Securities Act
and in the manner and in the quantity in which the Registrable Securities were
proposed to be sold, or (ii) the Company shall have obtained from the Commission
a "no-action" letter to that effect; provided that this Section 10 shall not
apply to sales made under Rule 144(k) or any successor rule promulgated by the
Commission until after the effective date of the Company's initial registration
of shares under the Securities Act. Notwithstanding the foregoing, in no event
shall the provisions of this Section 10 be construed to preclude a Holder of
Registrable Securities from exercising rights under Section 5 for a period of
two (2) years after the effective date of the Company's initial registration of
shares under the Securities Act.
11. Delay of Registration. For a period not to exceed 90 days, the
Company shall not be obligated to prepare and file, or prevented from delaying
or abandoning, a registration statement filed pursuant to this Agreement at any
time when the Company, in its good faith judgment with advice of counsel,
reasonably believes:
(a) that the filing thereof at the time requested, or the
offering of Registrable Shares pursuant thereto, would materially and adversely
affect (i) a pending or scheduled public offering of the Company's securities,
(ii) an acquisition, merger, recapitalization, consolidation, reorganization or
similar transaction by or of the Company, (iii) pre-existing and continuing
negotiations, discussions or pending proposals with respect to any of the
foregoing transactions, or (d) the financial condition of the Company in view of
the disclosure of any pending or threatened litigation, claim, assessment or
governmental investigation which may be required thereby; and
(b) that the failure to disclose any material information with
respect to the foregoing would cause a violation of the Securities Act or the
Exchange Act.
12. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may permit the
sale of restricted securities (as that term is used in Rule 144 under the
Securities Act) to the public without registration, the Company agrees to:
(a) make and keep public information available as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
from and after 90 days following the effective date of the first registration
under the Securities Act filed by the Company for an offering of its securities
to the general public;
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(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act at any time after it has become subject to
such reporting requirements; and
(c) furnish to each holder of Restricted Stock forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of Rule 144 (at any time from and after 90 days following
the effective date of the first registration statement filed by the Company for
an offering of its securities to the general public), and of the Securities Act
and Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as such holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such holder to sell any Restricted Stock without
registration.
13. Listing Application. If shares of any class of stock of the
Company shall be listed on a national securities exchange, the Company shall, at
its expense, include in its listing application all of the Conversion Shares
owned by any InSite Stockholder.
14. Damages. The Company recognizes and agrees that the holder of
Registrable Securities shall not have an adequate remedy if the Company fails to
comply with the provisions of this Agreement, and that damages will not be
readily ascertainable, and the Company expressly agrees that in the event of
such failure, any Holder of Registrable Securities shall be entitled to seek
specific performance of the Company's obligations hereunder and that the Company
will not oppose an application seeking such specific performance based on there
being an adequate remedy at law.
15. Changes in Common Stock. If, and as often as, there is any
change in the Common Stock by way of a stock split, stock dividend, combination
or reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
16. Representations and Warranties of the Company. The Company
represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement
by the Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other agency of
government, the certificate of incorporation or the by-laws of the Company or
any provision of any indenture, agreement or other instrument to which it or any
or its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms.
17. Miscellaneous.
(a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto (including
without limitation transferees of any Restricted Stock), whether so expressed or
not, provided, however, that registration rights conferred herein on the holders
of Restricted Stock shall only inure to the benefit of a transferee of
Restricted Stock if (i) there is transferred to such transferee at least 20% of
the total shares of Restricted Stock originally issued pursuant to the Merger
Agreement to the direct or indirect transferor of such transferee or (ii) such
transferee is a partner, shareholder or affiliate of a party hereto.
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(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows:
if to the Company or any other party hereto, at the address of
such party set forth in the Merger Agreement;
if to any subsequent holder of Restricted Stock, to it at such
address as may have been furnished to the Company in writing by such holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Restricted Stock) or to
the holders of Restricted Stock (in the case of the Company) in accordance with
the provisions of this paragraph.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement may not be amended or modified, and no
provision hereof may be waived, without the written consent of the Company and
the holders of at least two-thirds of the outstanding shares of Restricted
Stock.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) The obligations of the Company to register shares of
Restricted Stock under Sections 4 or 5 shall terminate on the fifteenth (15th)
anniversary of the date of this Agreement.
(g) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this letter, whereupon this Agreement
shall be a binding agreement between the Company and you.
Very truly yours,
SILKNET SOFTWARE, INC.
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: President, Chief Executive Officer
and Chairman of the Board
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AGREED TO AND ACCEPTED as of the date first above written.
INSITE STOCKHOLDERS:
/s/ Xxxx D.C. Little
---------------------------
XXXX D.C. LITTLE
00 Xxxxxx Xxxx
Xxxxxxx, XX 00000
/s/ Xxxx X. Xxxxx
---------------------------
XXXX X. XXXXX
00 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
XXXXXXX XXXXXX
0 Xxxxxx Xxxx
Xxxxxx, XX 00000
By: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, under Power of Attorney dated September 29, 1999
______________________________
XXX X. XXXXXXX
0000 Xxx X0X
#000
Xxxx Xxxxx, XX 00000
XXXX X. XXXXXX
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
---------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
XXXXXX X. XXXXXXX
0000 Xxxx Xxxxxxxxx
Xxxxxxxxx #0
Xxxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 0000
XXXXXX X. XXXXXXX
00 Xxxxx Xxxx
XX Xxx 000
Xxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
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XXXXX X. XXXXXX
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
XXXXX X. XXXXXXX
000 Xxxx Xxxx
Xxxx Xxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 1999
XXXXXX X. XXXXXXX
000 Xxxxxxx Xxxx Xxxx
Xxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 1999
XXXXXXX XXXXXX
0000 Xxxxxx Xxxxxx
Xxx. 0000
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 1999
XXXXXX X. XXXXXXX
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
XXXXXXX X. XXXXX
000 Xxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
11
- 11 -
XXX X. XXXXXX
Xxxxxx & XxXxxxx
00 Xxxxxx Xxxxx - XX
Xxx Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
J. XXXXX XXXXXX
c/o Gruber & XxXxxxx
50 Xxxxxx Place - PH
Xxx Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
XXXXXXX X. XXXXXX
c/o Gruber & XxXxxxx
50 Xxxxxx Place - PH
Xxx Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
X. XXXXXXXXX MCBAINE
Xxxxxx & XxXxxxx
00 Xxxxxx Xxxxx - XX
Xxx Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 1999
XXXX X. XXXXXXXX
c/o Gruber & XxXxxxx
50 Xxxxxx Place - PH
Xxx Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 30, 0000
XXXX X. XXXXXX
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
By: /s/ Xxxx D.C. Little
----------------------------------------
Xxxx D.C. Little, under Power of Attorney dated September 29, 1999
12
- 12 -
XXXXX X. LITTLE
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
By: /s/ Xxxx D.C. Little
----------------------------------------
Xxxx D.C. Little, under Power of Attorney dated September 30, 1999
XXXXXX XXXXXX
00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
By: /s/ Xxxx D.C. Little
----------------------------------------
Xxxx D.C. Little, under Power of Attorney dated September 29, 1999
XXXX X. XXXXXX
00 Xxxxxx Xxxx
Xxxxxxx, XX 00000
By: /s/ Xxxx D.C. Little
----------------------------------------
Xxxx D.C. Little, under Power of Attorney dated September 28, 1999
ATLANTIC MANAGEMENT ASSOCIATES
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 1999
TRUST INVESTMENTS
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 1999
BELCOM LTD.
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx, under Power of Attorney dated September 29, 1999
XXXXX ASSOCIATES L.P.
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx, under Power of Attorney dated September 30, 1999
THE XXXXXXX X. XXXXXX REVOCABLE TRUST
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, under Power of Attorney dated September 29, 1999
13
- 13 -
XXXXXX AND XXXXXX GROUP, INC.
By: /s/ Xxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: President
