CONFIRMATION AND MODIFICATION TO REGISTRATION RIGHTS AGREEMENT
CONFIRMATION
AND MODIFICATION TO REGISTRATION RIGHTS AGREEMENT
This
Confirmation and Modification to Registration Rights Agreement (the
“Confirmation and Modification Agreement”) is dated as of May 31, 2007 and is
entered into by the undersigned for the benefit of BPO Management Services,
Inc., a Delaware corporation (formerly netGuru, Inc., a Delaware corporation)
(the “Company”), as successor to BPOMS/HRO, Inc.(formerly BPO Management
Services Inc.), a Delaware corporation (“Sub”), and the Investors (as that term
is defined below).
WHEREAS,
the Company has proposed to enter into a series of agreements (the “Transaction
Documents”) with Vision Opportunity Master Fund, Ltd., XXXX Capital Group, Inc.
Bridgepointe Masterfund Ltd., and Xxxxxx Capital Investments, LLC or such other
entities as are parties to the Transaction Documents (collectively, the
“Investors”);
WHEREAS,
each of the undersigned previously entered into a Registration Rights Agreement,
initially dated as of July 29, 2005, or initially dated as of November 1, 2005,
each such agreement as amended to date (collectively, the “Private Registration
Rights Agreements”);
WHEREAS,
as a condition to the Investors’ performance of their respective initial
obligations under the Transaction Documents, the Investors have required that
each of the undersigned execute and deliver a Lock-Up Agreement, which agreement
constitutes one of the Transaction Documents and the spirit of which requires
that each of the undersigned also execute this Confirmation and Modification
Agreement;
NOW,
THEREFORE, in consideration of these presents and for such other good and
valuable consideration the receipt and legal sufficiency of which is hereby
acknowledged, each of the undersigned hereby agree and acknowledge as
follows:
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1.
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Each
of the undersigned is subject to and shall abide by the restrictions
on
the sale of all common stock and preferred stock issued by the Company
and
held of record and beneficially by the undersigned as provided for
in the
Transaction Documents, including: (i) the form of Registration Rights
Agreement among the Company and the Investors, which is attached
hereto as
Exhibit A; and (ii) the form of Lock-Up Agreement among the Company,
each
of the undersigned and the Investors, which is attached hereto as
Exhibit
B.
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2.
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Effective
upon the closing of the initial series of transactions contemplated
by the
Transaction Documents, whereby the Company shall issue and sell certain
of
its equity and derivative securities to the Investors, each of the
undersigned agrees not to exercise any of its respective rights otherwise
exercisable under the Private Registration Rights Agreements, except
as
expressly permitted under the Transaction
Documents.
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3.
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Each
of the undersigned, who was a party to that certain Rights Agreement
dated
July 29, 2005, among Sub, Xxxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx,
Xxxxxx
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West,
Xxx
Xxxxxxx and certain other parties related thereto as named on page 33 thereof,
also hereby acknowledges and confirms that such agreement was previously
terminated and has no force or effect and that there are no rights or claims
of
such undersigned with respect thereto.
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4.
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This
Confirmation and Modification Agreement may not be changed or terminated
unless agreed to in writing by the Company and by the other parties
affected by such change or termination.
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5.
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This
Confirmation and Modification Agreement may be executed in counterparts
and by facsimile and such counterparts shall together constitute
one
agreement.
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Entered
into as of the date first set forth above.
/S/
XXXXXXX X. XXXXX
XX.
XXXXXXX X. XXXXX
/S/
XXXXX
XXXXXXX
XX.
XXXXX
XXXXXXX
/S/
XXXXX
XXXXX
MR.
XXXXX
XXXXX
/S/
XXXXXX XXXX
XX.
XXXXXX XXXX
/S/
XXX
XXXXXXX
XX.
XXX
XXXXXXX
/S/
XXXX
XXXXX
XXX.
XXXX
XXXXX
/S/ XXXXXX XXXX
MRS. XXXXXX XXXX
WEST
LTP
TRUST, by its Trustee
Per:
/s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
/s/
Xxxxxx X. Xxxxx
Xx.
Xxxxxx X. Xxxxx
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Accepted:
BPO
MANAGEMENT SERVICES, INC.
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Chairman and CEO
BPOMS/HRO,
INC.
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Chairman and CEO
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EXHIBIT
A
(Form
of
Registration Rights Agreement)
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EXHIBIT
B
(Form
of
Lock-Up Agreement)
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