EXHIBIT 10.5
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and effective
as of May 1, 1997, by and among InfoSpace, Inc., a Delaware corporation
("Purchaser"), Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxxx and Xxxxxxxxx
Xxxxxx Capital, L.L.C. (each, a "Seller" and together, the "Sellers").
WHEREAS, Purchaser and the Sellers have entered into a Membership Interest
Purchase Agreement, dated as of the date hereof (the "Membership Interest
Purchase Agreement"), providing for the purchase by Purchaser and the sale by
the Sellers of all of the issued and outstanding Membership Interest Units of
Yellow Pages on the Internet L.L.C., a Washington limited liability company (the
"Company");
WHEREAS, Purchaser and Sellers have entered into an Escrow Agreement, dated
as of the date hereof (the "Escrow Agreement"), providing for, among other
things, the disbursement of the Escrow Stock (as defined in the Membership
Interest Purchase Agreement);
WHEREAS, the closing pursuant to the Membership Interest Purchase Agreement
(the "Closing") is taking place concurrently with the execution and delivery of
this Registration Rights Agreement;
WHEREAS, upon the terms and subject to the conditions set forth in the
Membership Interest Purchase Agreement and the Escrow Agreement, the Sellers
hold shares of the Common Stock of Purchaser, and Purchaser and the Sellers have
agreed that this Agreement shall govern the rights of the Sellers to cause
Purchaser to register shares of Common Stock issuable to the Sellers and certain
other matters as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein and for other valuable consideration receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Registration Rights.
2. Definitions. For purposes of this Agreement:
"Act" means the Securities Act of 1933, as amended.
The term "Form S-3" means such form under the Act as in effect on the date
hereof or any registration for under the Act subsequently adopted by the SEC
which
permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"Register," "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Act, and the declaration or ordering of effectiveness of the
registration statement or document.
"Registrable Securities" means (1) the Common Stock issued to the Sellers
in connection with the Membership Interest Purchase Agreement and (2) any Common
Stock of Purchaser issued as (or issuable upon the conversion or exercise of any
warrant, right or other security that is issued as) a dividend or other
distribution with respect to, in exchange for or in replacement of, such Common
Stock, excluding in all cases, however, any Registrable Securities sold by a
person in a transaction in which such person's rights under this Agreement are
not assigned; provided, however, that shares of Common Stock or other securities
shall only be treated as Registrable Securities if and so long as they have not
been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction.
The number of shares of "Registrable Securities then outstanding" shall be
determined by the number of shares of Common Stock outstanding that are, and the
number of shares of Common Stock issuable pursuant to then exercisable or
convertible securities that are, Registrable Securities.
"Holder" means, with respect to Registrable Securities, or any person
owning or having the right to acquire Registrable Securities or any assignee
thereof in accordance with Section 1.9. Except as otherwise specified, the term
"Holder" means a Holder of Registrable Securities.
"SEC" means the United States Securities and Exchange Commission.
3. Purchaser Registration. If (but without any obligation to do so)
Purchaser proposes to register any of its Common Stock under the Act in
connection with the initial public offering of its Common Stock solely for cash,
Purchaser shall, at such time, promptly give the Holders written notice of such
registration. Upon the request of each Holder of Registrable Securities made
within 30 days after mailing of such notice by Purchaser in accordance with
Section 3.5, Purchaser shall, subject to the provisions of Section 1.6, cause to
be registered under the Act all of the Registrable Securities that such Holder
has requested to be registered.
-2-
4. Obligations of Purchaser. When required under this Agreement to
effect the registration of any Registrable Securities, Purchaser shall, as
expeditiously as reasonably possible:
prepare and file with the SEC a registration statement with respect to the
Registrable Securities and use its best efforts to cause such registration
statement to become effective;
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement;
furnish to the Holders such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
use its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that
Purchaser shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;
enter into and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriter of such offering; and
each Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement;
notify each Holder of Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the 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
furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Agreement, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Agreement, (i) an opinion, dated such date,
of the counsel representing Purchaser for
-3-
the purposes of such registration, in form and substance as is customarily given
to underwriters in an underwritten initial public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable
Securities and (ii) a letter dated such date, from the independent certified
public accountants of Purchaser, in form and substance as is customarily given
by independent certified public accountants to underwriters in an underwritten
initial public offering, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.
5. Obligations of Holders to Furnish Information. It shall be a
condition precedent to the obligations of Purchaser to take any action pursuant
to Article I of this Agreement with respect to the Registrable Securities of any
selling Holder that such Holder shall furnish to Purchaser such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be required under the Act to effect
the registration of such Holder's Registrable Securities.
6. Expenses of IPO Registration. Purchaser shall bear and pay all
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registration pursuant to Article I
of this Agreement for each Holder of Registrable Securities (which right may be
assigned as provided in Section 1.10), including (without limitation) all
registration, filing and qualification fees, printers and accounting fees
relating or apportionable thereto and the fees and disbursements of one counsel
for all holders of stock in Purchaser selling in such initial public offering,
including the selling Holders of Registrable Securities, selected by such
selling Holders, but excluding underwriting discounts and commissions relating
to Registrable Securities.
7. Underwriting Requirements. In connection with the initial public
offering of its Common Stock, Purchaser shall not be required under Article I of
this Agreement to include any of the Holders' securities in the underwriting
unless they accept the terms of the underwriting as agreed upon between
Purchaser and the underwriters selected by it, and then only in such quantity as
the underwriters determine in their sole discretion will not jeopardize the
success of the offering by Purchaser. If the total amount of securities,
including Registrable Securities, requested by stockholders to be included in
the offering exceeds the amount of securities sold other than by Purchaser that
the underwriters determine in their sole discretion is compatible with the
success of the offering, then Purchaser shall be required to include in the
offering only that number of the securities, including Registrable Securities,
which the underwriters determine in their sole discretion will not jeopardize
the success of the offering (the securities so included to be apportioned
-4-
pro rata among the selling stockholders according to the total amount of
Registrable Securities by each selling stockholder or in the other proportions
as shall mutually be agreed to by the selling stockholders). For purposes of the
parenthetical clause concerning apportionment in the immediately preceding
sentence, for any selling stockholder that is a Holder of Registrable Securities
and that is a partnership or corporation, the partners, retired partners and
stockholders of such Holder (including spouses and ancestors, lineal descendants
and siblings of such partners, retired partners, stockholders or spouses who
have acquired Registrable Securities by gift, will or intestate succession) and
any trusts for the exclusive benefit of any of the foregoing persons shall be
deemed to be a single "selling stockholder," and any pro-rata reduction with
respect to such "selling stockholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling stockholder," as defined in this sentence.
8. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying the registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of Article I of this Agreement.
9. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
To the extent permitted by law, Purchaser will indemnify and hold harmless
each Holder, any underwriter (as defined in the Act) for such Holder and each
person, if any, who controls such Holder or underwriter within the meaning of
the Act or the 1934 Act, against any losses, claims, damages or liabilities
(joint or several) to which they may become subject under the Act, the 1934 Act
or other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively, a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in the registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendment or supplement
thereto, (ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made, or
(iii) any violation or alleged violation by Purchaser of the Act, the 1934 Act,
any state securities law or any rule or regulation promulgated under the Act,
the 1934 Act or any state securities law; and Purchaser will pay to each such
Holder, underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by such Holder, underwriter or controlling person
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement
-5-
contained in this subsection 1.8(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Purchaser (which consent shall not
be unreasonably withheld), nor shall Purchaser be liable in any such case for
any such loss, claim, damage, liability or action to the extent that it arises
out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.
To the extent permitted by law, each selling Holder will indemnify and hold
harmless Purchaser, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls Purchaser within
the meaning of the Act, any underwriter, any other Holder selling securities in
the registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are based
upon any Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and such Holder will pay any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this subsection
1.8(b) in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this subsection 1.8(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder, which consent shall
not be unreasonably withheld; and provided further, that in no event shall any
indemnity under this subsection 1.8(b) exceed the gross proceeds from such
offering received by such Holder.
Promptly after receipt by an indemnified party under this Section 1.8 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 1.8, give to the indemnifying party
notice of the commencement thereof, and such indemnifying party shall have the
right to participate in, and, to the extent such indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified
-6-
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by the counsel in the proceeding; and further
provided that Purchaser shall in no event be required to pay the fees and
expenses of more than one counsel for the Holders of Registrable Securities. The
failure to give notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to such indemnifying party's
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 1.8, but the omission so
to give notice to the indemnifying party will not relieve such indemnifying
party of any liability that it may have to any indemnified party otherwise than
under this Section 1.8.
The obligations of Purchaser and Holders of Registrable Securities under
this Section 1.8 shall survive the completion of the initial public offering of
Registrable Securities in a registration statement under Article I of this
Agreement or otherwise.
10. Form S-3 Registration.
In case Purchaser shall receive from any Holder or Holders a written
request or requests that Purchaser effect a registration on Form S-3 and any
related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, Purchaser will:
promptly give written notice of the proposed registration, and any related
qualification or compliance, to all other Holders; and
as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within 15
days after receipt of such written notice from Purchaser; provided, however,
that Purchaser shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this section 1.9: (1) if Form S-3 is
not available for such offering by the Holders; (2) if the Holders, together
with the holders of any other securities of Purchaser entitled to inclusion in
such registration, propose to sell Registrable securities and such other
securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $250,000; (3) if Purchaser
shall furnish to the Holders a certificate signed by the President of Purchaser
stating that in the good faith judgment of the Board of Directors of Purchaser,
it would be seriously detrimental to Purchaser and its stockholders for such
Form S-3 Registration to be effected at such time, in which
-7-
event Purchaser shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than 60 days after receipt of
the request of the Holder or Holders under this Section 1.9; provided, however,
that Purchaser shall not utilize this right more than once in any twelve month
period; (4) if Purchaser has, within the twelve (12) month period preceding the
dated of such request, already effected two registrations on Form S-3 for the
Holders pursuant to this Section 1.9; or (5) in any particular jurisdiction in
which Purchaser would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.
Subject to the foregoing, Purchaser shall file a registration statement
covering the Registrable Securities and other securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Holders. All expenses incurred in connection with a registration requested
pursuant to Section 1.9, including (without limitation) all registration,
filing, qualification, printer's and accounting fees and the reasonable fees and
disbursements of counsel for the selling Holder or Holders and counsel for
Purchaser, shall be borne pro rata by the Holder or Holders participating in the
Form S-3 Registration.
11. Assignment of Registration Rights. The rights to cause Purchaser to
register Registrable Securities pursuant to this Agreement may be assigned (but
only with all related obligations) by a Holder of such Registrable Securities to
a transferee or assignee of not fewer than one hundred thousand (100,000) shares
of such Registrable Securities (as appropriately adjusted from time to time for
stock splits and the like), provided that Purchaser is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
the transferee or assignee and the securities with respect to which such
registration rights are being assigned, and provided, further, that such
assignment shall be effective only if immediately following the transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act. For the purposes of determining the number of shares
of Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a partnership or corporation who are partners,
retired partners or stockholders of such partnership or corporation (including
spouses and ancestors, lineal descendants and siblings of such partners, retired
partners, stockholders or spouses who have acquired Registrable Securities by
gift, will or intestate succession) or trusts for the exclusive benefit of any
of the foregoing shall be aggregated together and with such partnership;
provided, however, that all assignees and transferees who would not qualify
individually for assignment of registration rights shall have a single attorney-
in-fact for the purpose of exercising any rights, receiving notices or taking
any action under this Agreement.
-8-
12. "Market Stand-Off" Agreement. Each Holder hereby agrees that, during
such period, not to exceed 180 days, following the effective date of a
registration statement of Purchaser filed under the Act as may be specified by
Purchaser and an underwriter of common stock or other securities of Purchaser,
such Holder shall not, to the extent requested by Purchaser and such
underwriter, 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 Purchaser held by it at any time during such period
except Common Stock included in the registration; provided, however, that the
officers and directors of Purchaser holding securities of Purchaser and any
other holders of securities with registration rights shall enter into similar
market stand-off agreements. In order to enforce the foregoing covenant,
Purchaser may impose stop-transfer instructions with respect to the Registrable
Securities (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
13. Termination of Registration Rights. No Holder shall be entitled to
exercise any registration right provided for in this Article I (other than
rights provided for in Section 1.8) after 3 years following the consummation of
the sale of securities pursuant to a registration statement filed by Purchaser
under the Act in connection with the initial firm commitment underwritten
offering of its securities to the general public.
14. Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, Purchaser shall not, without the prior written consent
of the Holders of a majority of the Registrable Securities, enter into any
agreement with any holder or prospective holder of the securities of Purchaser
which would allow such holder or prospective holder to (i) require Purchaser to
effect a registration or (ii) include any securities in any registration filed
under Section 1.2, unless, under the terms of such agreement, such holder or
prospective holder may include such securities in any such registration only to
the extent that the inclusion of such securities will not diminish the amount of
Registrable Securities which are included in such registration.
15. Rule 144 Reporting. With a view to making available to the Holders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, Purchaser
agrees to use its best efforts to:
make and keep public information available, as those terms are understood
and defined in Rule 144 promulgated by the SEC under the Act or any similar
analogous
-9-
rule promulgated under the Act, at all times after the effective date of the
first registration filed by Purchaser for an offering of its securities to the
general public;
file with the SEC, in a timely manner, all reports and other documents
required of Purchaser under the Act and the 1934 Act; and
so long as a Holder owns any Registrable Securities, furnish to such Holder
upon request: (i) a written statement by Purchaser as to its compliance with
the reporting requirements of Rule 144, of the Act and of the 1934 Act (at any
time after it has become subject to such reporting requirements); (ii) a copy of
the most recent annual or quarterly report of Purchaser (at any time after it
has become subject to the reporting requirements of the 0000 Xxx); and (iii)
such other reports and documents as a Holder may reasonably request in availing
itself of any rule or regulation of the SEC allowing it to sell such securities
without registration.
16. RIGHT OF FIRST REFUSAL
2.1. Restrictions on Transfer. No Holder may sell or engage in any
transaction which has resulted in or will result in a change in the beneficial
or record ownership of any Common Stock held by the Holder, including without
limitation a voluntary or involuntary sale, assignment, transfer, pledge,
hypothecation, encumbrance, disposal, loan, gift, attachment or levy (a
"Transfer"), except as provided in this Agreement, and any such Transfer of
Common Stock or attempted Transfer of Common Stock in contravention of this
Agreement shall be void and ineffective for any purpose and shall not confer on
any transferee or purported transferee any rights whatsoever.
Section 2.2. Right of First Refusal.
(a) Each time a Holder proposes to Transfer (or is required by
operation of law or other involuntary transfer) any or all of the Common Stock
standing in such Holder's name or owned by him or her during the term of this
Agreement, such Holder shall first offer such Common Stock to Purchaser in
accordance with the following provisions:
(i) Such Holder shall deliver a written notice (a "Notice")
to Purchaser stating (A) such Holder's bona fide intention to Transfer such
Common Stock, (B) the name address of the proposed transferee, (C) the number of
shares of Common Stock to be transferred, and (D) the purchase price per share
of Common Stock and terms of payment for which the Holder proposes to Transfer
such Common Stock.
(ii) Within 90 days after receipt of the Notice, Purchaser
or its designee shall have the first right to purchase or obtain such Common
Stock, upon the price and terms of payment designated in the Notice. If the
Notice provides for the payment
-10-
of non-cash consideration, Purchaser at its option may pay the consideration in
cash equal to Purchaser's good faith estimate of the present fair market value
of the non-cash consideration offered.
(iii) If Purchaser or its designee elects not to purchase or obtain all of
the Common Stock designated in the selling Holder's Notice, then the Holder may
Transfer the Common Stock referred to in the Notice to the proposed transferee,
providing such Transfer (A) is completed within 30 days after the expiration of
Purchaser's right to purchase or obtain such Common Stock, (B) is made at the
price and terms designated in the Notice, and (C) the proposed transferee agrees
to be bound by the terms and provisions of this Agreement and to become a party
to this Agreement immediately upon receipt of such Common Stock. If such Common
Stock is not so transferred, the selling Holder must give notice in accordance
with this paragraph prior to any other or subsequent Transfer of such Common
Stock.
(b) Notwithstanding Section 2(a), a Holder may Transfer Common Stock: (i)
to the Holder's spouse, child, grandchild, parent, brother, or sister
("Immediate Family"), or to a trust established for the benefit of a member or
members of the Holder's Immediate Family, (ii) to an Affiliate (as hereinafter
defined) or equity holder of the Holder , (iii) to a person who is a constituent
partner of the Holder on the date hereof, or (iv) to the estate of any of the
foregoing by gift, will or intestate succession; provided that the Holder or his
representative notifies Purchaser of such Transfer not less than 10 nor more
than 90 days prior to the Transfer and that the proposed transferee agrees to be
bound by the terms and provisions of this Agreement and to become a party to
this Agreement immediately upon the receipt of such Common Stock. "Affiliate"
means, with respect to any person or entity, any person or entity which
controls, is controlled by, or is under common control with, such person or
entity, or any stockholder or other equity owner in a control relationship with
any of the foregoing. For this purpose the term "control" shall mean the direct
or indirect beneficial ownership of at least fifty percent (50%) of the voting
stock or interest in the income of such person or entity, or such other
relationship as, in fact, constitutes actual control.
Section 2.3. No Transfer to Competitors. A Holder may not Transfer any
Common Stock to a competitor of Purchaser, or to any stockholder, partner or
other beneficial holder of an equity ownership interest in a competitor, other
than pursuant to a merger, combination, or other transaction approved by the
Board of Directors of Purchaser.
Section 2.4. Legend on Stock Certificates. Each certificate representing
shares owned of record or beneficially by a party to this Agreement shall be
endorsed with the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A REGISTRATION
RIGHTS AGREEMENT BETWEEN INFOSPACE, INC. (THE "COMPANY") AND THE HOLDERS THAT
ARE SIGNATORIES THERETO, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT
OF FIRST
-11-
REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.
Under no circumstances shall any Transfer of any Common Stock subject
hereto be valid until the proposed transferee thereof shall have executed and
become a party to this Agreement and thereby shall have become subject to all of
the provisions hereof; and notwithstanding any other provisions of this
Agreement, no such Transfer of any kind shall in any event result in the non-
applicability of the provisions hereof at any time to any of the Common Stock
subject hereto.
Section 2.5. Term of Agreement. The restrictions on Transfer of Common
Stock set forth in this Agreement shall terminate upon the consummation of a
public offering for any of the Common Stock of Purchaser registered under the
Securities Act of 1933, as amended, in XXX Xxxx X-0 or any successor form.
Section 2.6. Acknowledgments. Each Holder acknowledges that other
stockholders of Purchaser may have restrictions on their stockholdings different
than the terms contained herein.
III MISCELLANEOUS PROVISIONS
3.1. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware applicable to agreements between
residents of such State and entered into and be performed entirely within such
State.
3.2. Counterparts. 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.
3.3. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
3.4. Notices. All notices, requests or other communications required or
permitted under this Agreement shall be deemed to have been duly given to the
Sellers and Purchaser in accordance with Section 7.1 of the Membership Interest
Purchase Agreement.
3.5. Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, then such provisions shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provisions were so excluded and shall be enforceable in accordance with its
terms to the maximum extent possible.
-12-
3.6. Amendments and Waivers. This Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written agreement of all parties.
3.7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all previous proposals, both oral and written, negotiations, representations,
commitments, writings and all other communications between the parties.
-13-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
INFOSPACE, INC.
/s/ Xxxxxx Xxxx
---------------------
By: Xxxxxx Xxxx
Its: President
XXXX X. XXXXXXXX
/s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxxxx
----------------------
Xxxxx X. Xxxxxxxx
XXXX XXXXX
/s/ Xxxx Xxxxx
----------------------
Xxxx Xxxxx
XXXXXXXXX XXXXXX CAPITAL, L.L.C.
/s/ Xxxxxxx Shavry
----------------------
By: Xxxxxxx Shavry
------------------
Its: Vice President
-----------------
-14-
