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EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
among
FIREPOND, INC.,
and
THE SHAREHOLDERS NAMED HEREIN
Dated: January 30, 2001
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made on January
30, 2001 by and among FirePond, Inc., a Delaware corporation (the "Company"),
and the shareholders identified on Schedule I attached hereto (the
"Shareholders").
RECITALS
WHEREAS, this Agreement is made in connection with the Agreement and Plan
of Merger (the "Merger Agreement"), dated the date hereof, by and among the
Company, Brightware, Inc., a Delaware corporation ("Brightware") and Butane
Acquisition Corp, a Delaware corporation.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the undersigned, hereby agree as
follows:
1. Definitions. As used in this Agreement the following terms have the
meanings indicated:
"Affiliate" shall mean any Person who is an "affiliate" as defined in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
"Agreement" has the meaning assigned to such term in the recital to
this Agreement.
"Common Stock " means the common stock, par value $.01 per share, of
the Company or any other capital stock of the Company into which such shares are
converted, reclassified, reconstituted or exchanged.
"Company" has the meaning assigned to such term in the recital to this
Agreement.
"Holder" means a holder of Registable Securities who has executed a
counterpart signature page to this Agreement.
"Indemnified Party" has the meaning set forth in Section 5(c) of this
Agreement.
"Indemnifying Party" has the meaning set forth in Section 5(c) of this
Agreement.
"Market Price" means (a) if such shares are listed on a national
securities exchange or admitted to unlisted trading privileges on such an
exchange, the last reported sale price of a share of Common Stock on such
exchange on each of such days or if no such sale is made on any such day, the
mean of the closing bid and asked prices for such day on such exchange; or (b)
if such shares are not so listed or admitted to unlisted trading privileges, the
mean of the last bid and asked prices reported for a share of Common Stock on
each of such days (i) by the National Association of Securities Dealers
Automatic Quotation System or (ii) if reports are unavailable under clause (i)
above by the National Quotation Bureau Incorporated.
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"Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.
"Registrable Securities" means (a) any and all shares of Common Stock
issued to the Shareholders pursuant to the terms of the Merger Agreement and (b)
any shares of Common Stock issued or issuable to any of the Shareholders with
respect to shares of Common Stock by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise.
"Registration Expenses" has the meaning set forth in Section 4(e) of
this Agreement.
"SEC" means the Securities and Exchange Commission or any similar
agency then having jurisdiction to enforce the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Shareholders" has the meaning assigned to such term in the recital to
this Agreement.
2. General; Securities Subject to this Agreement.
(a) Grant of Rights. The Company hereby grants registration rights to
the Shareholders upon the terms and conditions set forth in this Agreement.
(b) Registrable Securities. For the purposes of this Agreement,
Registrable Securities will cease to be Registrable Securities when (i) a
registration statement covering such Registrable Securities has been declared
effective under the Securities Act by the SEC and such Registrable Securities
have been disposed of pursuant to such effective registration statement, or (ii)
Registrable Securities may be distributed to the public pursuant to Rule 144 (or
any successor provision then in effect) under the Securities Act without
restrictions.
(c) Holders of Registrable Securities. A Person is deemed to be a
holder of Registrable Securities whenever such Person owns of record Registrable
Securities, or holds an option to purchase, or a security convertible into or
exercisable or exchangeable for, Registrable Securities whether or not such
acquisition or conversion has actually been effected and disregarding any legal
restrictions upon the exercise of such rights. If the Company receives
conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Company may act upon the basis
of the instructions, notice or election received from the registered owner of
such Registrable Securities. Registrable Securities issuable upon exercise of an
option or upon conversion of another security shall be deemed outstanding for
the purposes of this Agreement. Notwithstanding anything to the contrary
contained in this Agreement, no holder of Registrable Securities shall be
entitled to the benefits of this Agreement until such time as the Company has
received an executed counterpart
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signature page to this Agreement from such holder by which such holder agrees to
be subject to the obligations of a Holder pursuant to this Agreement.
3. Incidental or "Piggy-Back" Registration.
(a) Request for Incidental Registration. If the Company proposes to
file a Registration Statement under the Securities Act with respect to an
offering by the Company for its own account and/or for the account of third
parties (other than a registration statement on Form S-4 or S-8 or any successor
thereto), then the Company shall give written notice of such proposed filing to
each of the then Holders of Registrable Securities at least thirty (30) days
before the anticipated filing date, and such notice shall describe the proposed
registration and distribution and offer such Holders the opportunity to register
the number of Registrable Securities as each such holder may request (an
"Incidental Registration"). The Company shall, and shall use its best efforts
(within ten (10) days of the notice provided for in the preceding sentence) to
cause the managing underwriter or underwriters of a proposed underwritten
offering (the "Company Underwriter") to, permit each of the Holders who have
requested in writing to participate in the Incidental Registration to include
its or his Registrable Securities in such offering on the same terms and
conditions as the securities of the Company and/or third parties included
therein. In connection with any Incidental Registration under this Section 3(a)
involving an underwriting, the Company shall not be required to include any
Registrable Securities in such underwriting unless the holders thereof accept
the terms of the underwriting as agreed upon between the Company and the Company
Underwriter, and then only in such quantity as will not, in the opinion of the
Company Underwriter, jeopardize the success of the offering by the Company
and/or such third parties. If in the written opinion of the Company Underwriter
the registration of all or part of the Registrable Securities which the Holders
have requested to be included pursuant to this Section 3 would materially
adversely affect such offering, then the Company shall be required to include in
such Incidental Registration, to the extent of the amount that the Company
Underwriter believes may be sold without causing such adverse effect, first, all
of the securities to be offered for the account of the Company; second,
securities to be included in such offering in accordance with the terms of that
certain Amended and Restated Registration Rights Agreement, dated as of February
23, 1999, by and among the Company and the stockholders named therein; third,
securities to be included in such offering in accordance with the terms of that
certain Registration Rights Agreement, dated as of September 27, 2000, by and
among the Company and the stockholders named therein; fourth, the Registrable
Securities to be offered for the account of the Holders pursuant to this Section
3, pro rata based on the amount recommended by the Company Underwriter; and
fifth, any other securities requested to be included in such underwriting.
(b) Expenses. The Company shall bear all Registration Expenses (other
than underwriting discounts and commissions) in connection with any Incidental
Registration pursuant to this Section 3.
4. Registration Procedures.
(a) Obligations of the Company. Whenever the registration of
Registrable Securities has been requested pursuant to this Agreement, the
Company shall use its best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended
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method of distribution thereof as quickly as practicable, and in connection with
any such request, the Company shall, as expeditiously as possible:
(i) use its best efforts to prepare and file with the SEC a
registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and
which form shall be available for the sale of such Registrable
Securities in accordance with the intended method of distribution
thereof, and use its best efforts to cause such registration statement
to become effective; provided, however, that the Company shall notify
each seller of Registrable Securities of any stop order issued or
threatened by the SEC and take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;
(ii) prepare and file with the SEC 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 for the lesser of (x) 180 days or (y) such shorter
period which will terminate when all Registrable Securities covered by
such registration statement have been sold, and comply with the
provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement during such
period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(iii) as soon as reasonably possible, furnish to each seller of
Registrable Securities, prior to filing a registration statement
copies of such registration statement as is proposed to be filed, and
thereafter such number of copies of such registration statement, each
amendment supplement thereto (in each case including all exhibits
thereto), the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as
each such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
(iv) use its best efforts to register or qualify such Registrable
Securities under such other securities or "blue sky" laws of such
jurisdictions as any seller of Registrable Securities may reasonably
request, and to continue such qualification in effect in such
jurisdiction for 120 days or for as long as any such seller requests
or until all of such Registrable Securities are sold, whichever is
shortest, and do any and all other acts and things which may be
reasonably necessary or advisable to enable any such seller to
consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller; provided, however, that the Company
shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but
for this Section 4(a)(iv), (y) subject itself to taxation in any such
jurisdiction or (z) consent to general service of process in any such
jurisdiction;
(v) use its best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company to
enable the seller or sellers of Registrable Securities to consummate
the disposition of such Registrable Securities;
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(vi) notify each seller of Registrable Securities at any time
when a prospectus relating thereto 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 contains 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 light of
the circumstances under which they were made, and the Company shall
promptly prepare a supplement or amendment to such prospectus and
furnish to each seller a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that,
after delivery to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of
the circumstances under which they were made;
(vii) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company
are then listed or approved for inclusion on Nasdaq, as applicable,
provided that the applicable listing requirements are satisfied;
(viii)use best efforts to take all other steps necessary to
effect the registration of the Registrable Securities contemplated
hereby.
(b) Seller Information. The Company may require each seller of
Registrable Securities as to which any registration is being effected to furnish
to the Company such information regarding the Holder of the Registrable
Securities and the distribution of such securities as the Company may from time
to time reasonably request in writing.
(c) Notice to Discontinue. Each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4(a)(vi), such Holder shall forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(a)(vi) and, if so
directed by the Company, such Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
which is current at the time of receipt of such notice. If the Company shall
give any such notice, the Company shall extend the period during which such
registration statement shall be maintained effective pursuant to this Agreement
(including, without limitation, the period referred to in Section 4(a)(ii)) by
the number of days during the period from and including the date of the giving
of such notice pursuant to Section 4(a)(vi) to and including the date when the
Holder shall have received the copies of the supplemented or amended prospectus
contemplated by and meeting the requirements of Section 4(a)(vi).
(d) Black-Out Period. Following the effectiveness of a registration
statement and filings with any state securities commissions, the Holders agree
that they will not effect any sales of the Registrable Securities pursuant to a
registration statement or any such filings at any time after they have received
notice from the Company to suspend sales as a result of the occurrence or
existence of pending negotiations relating to, or consummation of, a transaction
or
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the occurrence of an event that would require additional disclosure of material
information by the Company in the registration statement. The Holders may
recommence effecting sales of the Registrable Shares pursuant to the
registration statement or such filings following further written notice to such
effect from the Company, which notice shall be given by the company not later
than five (5) business days after the conclusion of any such event.
(e) Registration Expenses. The Company shall pay all its expenses,
arising from or incident to its performance of, or its compliance with, this
Agreement, including, without limitation, (i) SEC, stock exchange and NASD
registration and filing fees, (ii) all fees and expenses incurred in complying
with securities or "blue sky" laws (including reasonable fees, charges and
disbursements of counsel in connection with "blue sky" qualifications of the
Registrable Securities), (iii) all printing, messenger and delivery expenses and
(iv) the fees, charges and expenses of counsel to the Company and of its
independent public accountants and any other accounting fees, charges and
expenses incurred by the Company (including, without limitation, any expenses
arising from any special audits incident to or required by any registration or
qualification). All of the expenses described in this Section 4(e) are referred
to herein as "Registration Expenses."
5. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Holder, its
officers, directors, trustees, partners, shareholders, members, employees,
advisors and agents and each Person who controls (within the meaning of the
Securities Act or the Exchange Act) such Holder from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable legal
and other expenses incurred in connection with the investigation, preparing for
or defending of any such loss, claim, damage or liability of investigation)
arising out of or based upon any untrue, or allegedly untrue, statement of a
material fact contained in any registration statement, prospectus or preliminary
prospectus or notification or offering circular (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) 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 not misleading, except insofar as the same are caused by or contained in
any information concerning such Holder furnished in writing to the Company by
such Holder expressly for use therein.
(b) Indemnification by Holders. In connection with any registration
statement in which a Holder is participating pursuant to Section 4, each such
Holder shall furnish to the Company in writing such information with respect to
such Holder as the Company may reasonably request or as may be required by law
for use in connection with any such registration statement or prospectus and
each Holder agrees to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, any underwriter retained by the Company and their
respective directors, officers, employees and each Person who controls the
Company or such underwriter (within the meaning of the Securities Act and the
Exchange Act) to the same extent as the foregoing indemnity from the Company to
the Holders, but only with respect to any such information with respect to such
Holder or the distribution of its Registrable Securities furnished in writing to
the Company by such Holder or otherwise approved by such Holder expressly for
use therein; provided, however, that the total amount to be indemnified by such
Holder pursuant
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to this Section 5(b) shall be limited to the net proceeds received by such
Holder in the offering to which the registration statement or prospectus
relates.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder (the "Indemnified Party") agrees to give prompt
written notice to the indemnifying party (the "Indemnifying Party") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided, however, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any liability
that it may have to the Indemnified Party hereunder unless the failure to give
such prompt written notice shall have materially prejudiced the rights of the
Indemnifying Party. If notice of commencement of any such action is given to the
Indemnifying Party as above provided, the Indemnifying Party shall be entitled
to participate in and, to the extent it may wish, jointly with any other
Indemnifying Party similarly notified, to assume the defense of such action at
its own expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party. The Indemnified Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel (other than reasonable costs of investigation)
shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees
to pay the same, (ii) the Indemnifying Party fails to assume the defense of such
action with counsel reasonably satisfactory to the Indemnified Party in its
reasonable judgment or (iii) the named parties to any such action (including any
impleaded parties) have been advised by such counsel that representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct. No
Indemnifying Party shall be liable for any settlement entered into without its
written consent, which consent shall not be unreasonably withheld or delayed.
(d) Contribution. If the indemnification provided for in this Section 5
from the Indemnifying Party 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 Party 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 faults of such Indemnifying
Party and Indemnified Party 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 Party, 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, subject
to the limitations set forth in Sections 5(a), 5(b) and 5(c), any legal or other
fees, charges or expenses reasonably incurred by such party in connection with
any investigation or proceeding; provided that the total amount to be
contributed by such Holder shall be limited to the net proceeds received by such
Holder in the offering.
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The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) 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.
6. Reports Under the Exchange Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144, the Securities
Act and the Exchange Act, or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation
of the SEC that permits the selling of any such securities without registration
or pursuant to such form.
7. Miscellaneous.
(a) Recapitalizations, Exchanges, etc. The provisions of this Agreement
shall apply, to the full extent set forth herein with respect to (i) the shares
of Common Stock and (ii) any and all equity securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in conversion of, in
exchange for or in substitution of, the shares of Common Stock and shall be
appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.
(b) Remedies. The Holders, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, shall be entitled to
specific performance of their 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 in any action for specific performance the defense that a remedy
at law would be adequate.
(c) Amendments and Waivers; Termination. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless consented to in writing by the Company and a
majority-in-interest of the Shareholders. Any such written consent shall be
binding upon the Company and all of the Holders. Notwithstanding anything to
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the contrary contained herein, this Agreement will terminate when there ceases
to be any Holder of Registrable Securities in accordance with Section 2(b).
(d) Notices. All notices, demands and other communications provided for
or permitted hereunder shall be made in writing and shall be made by registered
or certified first-class mail, return receipt requested, telecopier, courier
service, overnight mail or personal delivery:
(i) if to the Company:
FirePond, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: President
cc: Chief Financial Officer
with copies to:
XxXxxxxxx, Will & Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxxxx
(ii) if to the Shareholders:
At such address as set forth on such Shareholder's
counterpart signature page hereto.
All such notices and communications shall be deemed to have been duly given
when delivered by hand, if personally delivered; when delivered by courier or
overnight mail, if delivered by commercial courier service or overnight mail;
five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied.
(e) 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. All of the obligations of the Company hereunder shall survive
any such transfer. The rights of the Shareholders hereunder may be assigned to a
transferee of shares of Registrable Securities, provided such transferee
executes an agreement with the Company agreeing to assume the rights and
obligations of the transferor hereunder.
(f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed
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shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning, hereof.
(h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of law thereof.
(i) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, it being intended
that all of the rights and privileges of the Holders shall be enforceable to the
fullest extent permitted by law.
(j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
in the Merger Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
(k) Further Assurances. Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.
(l) Aggregation of Stock. All shares of Registrable Securities held or
acquired by affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.
FIREPOND, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
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[Counterpart Signature Pages]
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Schedule I
List of Stockholders
1. Norwest Equity Partners V
2. Venrock Associates II, LP
3. Venrock Associates
4. Venrock Entrepreneurs Fund
5. Advanta Partners LP
6. North America Venture Fund, L.P.
7. UOB Venture Technology Investments Limited
8. UOB Venture Investments Limited
9. UOB Venture Investments II Limited
10. Concord II Venture Capital Co. Ltd.
11. Concord V Venture Capital Co. Ltd.
12. Concord VI Venture Capital Co. Ltd.
13. W & S Financial Management
14. Xxxxxxxx Xxxxx Family Trust
15. Starwood Hotels & Resports Worldwide
16. Woodside Fund III
17. H & Q Brightware Investors, L.P.
18. H & Q California L.P.
19. Hambrech & Xxxxx Employee Venture Fund 2000 L.P.
20. BT Investment
21. DJ AMC Inc
22. Chinalink
23. Xxxxxxx Xxxxxxxxx
00. Xxxx Xxxxxxxx
25. Xxxxxxx Xxxxxxxx
26. Xxxxxxx Xxx
27. Xxxxxxx Xxxxx
28. JYC Global Venture Group, LLC
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