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EXHIBIT 10.9
REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 1999,
among OpenSite Technologies, Inc., a Delaware corporation
(the "Company") and the parties listed on Schedule I attached
hereto (the "Investors")
INTRODUCTION
The Company and certain of the Investors have entered into a Share
Purchase Agreement, dated as of March 30, 1999 (the "Share Purchase
Agreement"), pursuant to which, among other things, the Company is issuing, and
the Investors are acquiring, shares of Series C Preferred Stock, par value
$0.01 per share (the "Series C Preferred Stock"), of the Company which are
convertible into shares of the Company's Common Stock, par value $0.01 per
share (the "Common Stock"). Certain of the Investors own shares of Series A
Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of
the Company, or shares of Series B Preferred Stock, par value $0.01 per share
(the "Series B Preferred Stock" and, together with the Series A Preferred Stock
and the Series C Preferred Stock, the "Preferred Stock" and, together with the
Common Stock, the "Capital Stock"), of the Company.
The execution and delivery of this Agreement by the Company is a
condition precedent to the obligations of the Investors under the Share
Purchase Agreement.
In consideration of the foregoing, the covenants and obligations set
forth below, the parties agree as follows:
1. Registration on Request.
(a) Request. Subject to the limitations set forth in Section 1(b),
at any time after the earlier of (x) the third year anniversary of this
agreement and (y) six months after the effective date of the Company's
registration statement for its Initial Public Offering , a Holder or Holders
(as defined in Section 9(b)) may require, upon written notice to the Company,
the Company to effect the registration under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the "Securities
Act") of all or part of the Registrable Securities (as defined in Section 9(b))
held by such requesting Holder or Holders; provided, however, that Holders of
Series A Preferred Stock or Series B Preferred Stock shall not, in the
aggregate, be permitted to exercise any demand right until an Initial Public
Offering of the Company; and provided, further, that Holders of Series A
Preferred Stock or Series B Preferred Stock shall not be permitted to make more
than one demand right for a registration on a Registration Statement on Form
S-1 and the Holders of Series C Preferred Stock shall not be permitted to make
more than three demand rights for a registration on a Registration Statement on
Form S-1. The Company promptly shall give notice of such requested registration
to all Holders of Registrable Securities who are entitled to join in such
registration and thereupon, the Company shall use its best efforts to effect,
on the earliest possible date, the registration under the Securities Act for
public sale (in accordance with the method of disposition specified in the
notice from the requesting Holders), of the Registrable Securities that the
Company has been requested to register by such requesting Holders and the other
Registrable Securities that the Company has been requested to register by the
Holders thereof by written notice given to the Company within 20 days after the
giving of such notice by the Company.
(b) Limitations. The Company shall not be required to effect a
registration pursuant to Section 1(a):
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(i) unless either (A) the reasonably anticipated
aggregate offering price to the public (net of underwriting
commissions and discounts) of all Registrable Securities for which
registration has been requested by Holders, together with any shares
sold by the Company for its own account, will be in excess of
$20,000,000 in the case of a Registration Statement on Form S-1 and
$10,000,000 if a Registration Statement on Form S-3 is used or (B) the
aggregate amount of Registrable Securities for which registration has
been requested includes all of the Registrable Securities held by the
Investors;
(ii) within 60 days after the effective date of a
registration statement (a "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission")
for a public offering and sale of equity securities of the Company
(other than a registration of securities (A) pursuant to a
Registration Statement on Form S-8 or Form S-4, any Registration
Statement covering only securities proposed to be issued in exchange
for securities or assets of another corporation or any Registration
Statement relating solely to, a dividend reinvestment plan, employee
stock option, stock purchase, benefit or similar plans (a "Special
Registration Statement") or (B) effected pursuant to a Registration
Statement on Form S-3); provided that the Company shall use its best
efforts to achieve effectiveness of a registration requested hereunder
promptly following such 60 day period if such request is made during
such 60 day period; and
(iii) on more than four occasions it being understood and
agreed that a registration effected using a Registration Statement on
Form S-3 shall not be counted as a registration under this Section;
(c) Effective Registration Statement. A registration requested
pursuant to this Section 1 shall not be deemed to have been effected, and shall
not be deemed a requested registration for purposes of Section 1, (i) unless a
Registration Statement covering at least 90% of the Registrable Securities
specified in the notices from the requesting Holders has become effective and
remained effective in compliance with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
Registration Statement for the requisite time period as set forth in this
Agreement; provided that a registration which does not become effective after
the Company has filed a Registration Statement with respect thereto solely by
reason of the refusal to proceed of the requesting Holders (other than a
refusal to proceed based upon the advice of counsel relating to a material
matter with respect to the Company) shall be deemed to have been effected by
the Company at the request of such requesting Holders unless the requesting
Holders shall have elected to pay all Registration Expenses in connection with
such registration, (ii) if after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason not
attributable to the Holders, or (iii) if the conditions to closing specified in
the underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived, other than by reason of a failure on
the part of the Holders.
(d) Priority in Requested Registration. The Company shall have the
right to include in any Registration Statement initiated by the Holders
pursuant to this Section 1, for sale in accordance with the method of
disposition specified by the requesting Holders, securities to be sold by the
Company for its own account and Registrable Securities to be sold by any other
stockholder pursuant to incidental registration rights granted to such
stockholder in accordance with Section 16 ("Other Holders"). If, in the
good-faith judgment of the managing underwriter of any underwritten offering,
if any, the inclusion of all of the Registrable Securities requested for
inclusion pursuant to Section 1(a) would adversely affect the successful
marketing of the proposed offering or a reduction in the number of shares of
Common Stock
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to be sold is otherwise advisable, then the number of shares of Common Stock to
be included in the offering shall be reduced to the required level, first, by
excluding securities to be sold by the Company for its own account unless such
offering constitutes an Initial Public Offering, for which there shall be no
reduction by the Company, second, by reducing the participation of Other
Holders of Registrable Securities in such offering pro rata among such Other
Holders of Registrable Securities in such offerings based upon the total number
of Registrable Securities owned by such Other Holders, third, by reducing the
participation of Holders of Series A Preferred Stock, Holders of Series B
Preferred Stock and Holders of Series C Preferred Stock (including Holders of
Common Stock received upon prior conversion of shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock) such that the
total number of shares to be registered in such offering shall be pro rata
among such Holders based upon the following formula:
O - C* H/T
O = the total number of shares that the underwriter in its
good faith judgment agrees can be sold in the offering.
C = the total number of shares to be included in the
offering by the Company and the Other Holders after exclusions and reductions,
if any, of shares to be offered by the Company and Other Holders pursuant to
this Section 1(d).
H = the total number of Registrable Securities owned by each
such Holder, who has given proper notice to participate in the offering, as of
the date of the First Closing (as defined in the Share Purchase Agreement), or,
in the case of Southeast Interactive Technology Fund II, LLC ("Southeast
Interactive"), as of the date of the Second Closing (as defined in the Share
Purchase Agreement).
T = the total number of Registrable Securities owned by
Holders, who have given proper notice to participate in the offering, as of the
date of the Second Closing, or if no such closing occurs, then as of the date
of the First Closing.
Except for Special Registration Statements, the Company shall not
cause any other Registration Statement with respect to its Registrable
Securities for its own account to become effective less than 120 days after the
effective date of any registration requested pursuant to this Section 1. In the
event that (A) (i) a Holder of Series A Preferred Stock or Series B Preferred
Stock exercises a demand right pursuant to Section 1(a) and (ii) the
participation of Holders of Series A Preferred Stock or Series B Preferred
Stock in such offering is reduced pursuant to this Section 1(d), then the
demand registration exercised by the Holder of Series A Preferred Stock and
Series B Preferred Stock shall not count toward the limit on demand
registration rights of the Holders of Series A Preferred Stock and Series B
Preferred Stock contained in Section 1(a) or (B) a Holder of Series C Preferred
Stock exercises a demand right pursuant to Section 1(a) and (ii) the
participation of Holders of Series C Preferred Stock in such offering is
reduced pursuant to this Section 1(d), then the demand registration exercised
by the Holder of Series C Preferred Stock shall not count toward the limit on
demand registration rights of the Holders of Series C Preferred Stock contained
in Section 1(a).
(e) Registration on Form S-3. Following an Initial Public
Offering, the Company shall use its best efforts to become eligible to use the
Registration Statement on Form S-3 for public offerings of its capital stock.
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2. Incidental Registration.
(a) Right to Include Registrable Securities. If at any time the
Company proposes to register any shares of Capital Stock under the Securities
Act, whether or not for sale of its own account, on a form and in the manner
that would permit registration of Registrable Securities for the sale to the
public under the Securities Act (other than in connection with Special
Registration Statements), the Company shall give written notice to all Holders
of its intention to do so. Upon the written request of a Holder given within 30
days after the giving of any such notice by the Company, the Company shall use
its best efforts to cause to be included in such Registration Statement all of
the Registrable Securities requested by Holders. If the Registration Statement
is to cover, in whole or in part, any underwritten distribution, the Company
shall use its best efforts to cause the Registrable Securities requested for
inclusion pursuant to this Section to be included in the underwriting on the
same terms and conditions as the securities otherwise being sold through the
underwriters.
(b) Priority in Incidental Registrations. If, in the good-faith
judgment of the managing underwriter of any underwritten offering, if any, the
inclusion of all of the Registrable Securities requested for inclusion pursuant
to Section 2(a) would adversely affect the successful marketing of the proposed
offering or a reduction in the number of shares of Common Stock to be sold is
otherwise advisable, then the number of shares of Common Stock to be included
in the offering shall be reduced to the required level, first, by excluding
securities to be sold by the Company for its own account unless (i) such
offering constitutes an initial public offering or (ii) the Board of Directors
of the Company makes a good-faith determination that the Company needs all of
the proceeds from the securities to be sold by the Company in the offering for
working capital purposes, capital expenditures or acquisitions for which in
both cases there shall be no reduction by the Company, second, by reducing the
participation of Other Holders of Registrable Securities in such offering pro
rata among such Other Holders of Registrable Securities in such offerings based
upon the total number of Registrable Securities owned by such Other Holders,
third, by reducing the participation of Holders of Series A Preferred Stock,
Holders of Series B Preferred Stock and Holders of Series C Preferred Stock
(including Holders of Common Stock received upon prior conversion of shares of
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock) such that the total number of shares to be registered in such offering
shall be pro rata among such Holders based upon the following formula:
(O - C) * H/T
O = the total number of shares proposed to be sold in the
offering after reductions pursuant to the exclusions and reductions to shares
that have been proposed to be sold by the Company and Other Holders pursuant to
this Section 2(b).
C = the total number of shares to be included in the offering
by the Company and the Other Holders after the exclusions and reductions, if
any, of shares to be offered by the Company and Other Holders pursuant to this
Section 2(b).
H = the total number of Registrable Securities owned by each
such Holder, who has given proper notice to participate in the offering, as of
the date of the Second Closing.
T = the total number of Registrable Securities owned by
Holders, who have given proper notice to participate in the offering, as of the
date of the Second Closing, or if no such closing occurs, then as of the date
of the First Closing.
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3. Registration Procedures. If and whenever the Company is
required by the provisions of Sections 1 or 2 to effect the registration of
Registrable Securities under the Securities Act, the Company shall, at its
expense, as expeditiously as possible:
(i) prepare and, in any event within 45 days (or within
60 days if it is the first Registration Statement filed by the Company) after
the end of the period within which a request for registration may be given to
the Company, file with the Commission a Registration Statement with respect to
such Registrable Securities and use its best efforts to cause such Registration
Statement to become effective; provided that the Company may discontinue any
registration of its securities which is being effected pursuant to Section 2 at
any time prior to the effective date of the Registration Statement;
(ii) prepare and file with the Commission 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 a period not in excess of 120 days (except with respect to any
Registration Statement filed pursuant to Rule 415 under the Securities Act if
the Company is eligible to file a Registration Statement on Form S-3, in which
case the Company shall use its best efforts to keep such Registration Statement
effective and updated until such time as all of the Registrable Securities
covered by such Registration Statement have been disposed of in accordance with
the intended methods of disposition by the Seller or Sellers set forth in such
Registration Statement) and to comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the seller or sellers thereof set forth in such
Registration Statement; provided that before filing a Registration Statement or
prospectus, or any amendments or supplements thereto, the Company will furnish
to one counsel selected by the Holders of a majority of the Registrable
Securities covered by such Registration Statement to represent all Holders of
Registrable Securities covered by such Registration Statement, copies of all
documents proposed to be filed, which documents will be subject to the review
of such counsel;
(iii) furnish to each seller of such Registrable Securities
such number of copies of such Registration Statement and of each amendment and
supplement thereto (in each case including all exhibits), such number of copies
of the prospectus included in such Registration Statement (including each
preliminary prospectus and summary prospectus), and any other prospectus filed
under Rule 424 under the Securities Act in conformity with the requirements of
the Securities Act, and such other documents as such seller may reasonably
request;
(iv) use its best efforts to register or qualify such
Registrable Securities covered by such Registration Statement under such other
securities or blue sky laws of such jurisdictions as each seller shall
reasonably request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller, except that the Company shall not for any such purpose be required (a)
to qualify generally to do business as a foreign corporation in any
jurisdiction where, but for the requirements of this clause (iv), it would not
be obligated to be so qualified or (b) to consent to general service or process
in any such jurisdiction;
(v) use its best efforts to cause such Registrable
Securities covered by such Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof to consummate the disposition of such
Registrable Securities;
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(vi) cause senior representatives of the Company to
participate in any "road show" or "road shows" reasonably requested by any
underwriter of an underwritten or "best efforts" offering of any Registrable
Securities;
(vii) notify each seller of any such Registrable Securities
covered by such Registration Statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the Company's
becoming aware that 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 at the request of any such seller, prepare and furnish to such
seller a reasonable number of copies of an amended or supplemental prospectus
as may be necessary so that, as thereafter delivered to the sellers of such
Registrable Securities, such prospectus shall not include an untrue statement
of a material fact or omit 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;
(viii) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable (but not more than 18
months) after the effective date of the Registration Statement, an earnings
statement which shall satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations promulgated thereunder;
(ix) use its best efforts to list such Registrable
Securities on any securities exchange on which capital stock of the same class
is then listed, if such Registrable Securities are not already so listed and if
such listing is then permitted under the rules of such exchange, and to provide
a transfer agent and registrar for such Registrable Securities covered by such
Registration Statement not later than the effective date of such Registration
Statement;
(x) enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions as
sellers of a majority of such Registrable Securities or the underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of
such Registrable Securities;
(xi) obtain a "cold comfort" letter or letters from the
Company's independent public accountants in customary form and covering matters
of the type customarily covered by "cold comfort" letters as the seller or
sellers of a majority of such Registrable Securities shall reasonably request;
(xii) obtain an opinion of counsel for the Company in
customary form and covering matters of the type customarily covered in opinions
of issuer's counsel as the Sellers shall reasonably request; and
(xiii) make available for inspection by any seller of such
Registrable Securities covered by such Registration Statement, by any
underwriter participating in any disposition to be effected pursuant to such
Registration Statement and by any attorney, accountant or other agent retained
by any such seller or any such underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause
all of the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement.
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4. Expenses. With respect to each registration effected pursuant
to Sections 1 or 2, all Registration Expenses (defined below) in connection
with such registration and the public offering in connection therewith shall be
borne by the Company; provided that security holders participating in any such
registration shall bear their pro rata share of the underwriting discounts and
selling commissions (on the basis of the number of Registrable Securities of
each such person included and sold in such registration). "Registration
Expenses" means any and all expenses incident to performance of or compliance
with this Agreement, including, without limitation, (i) all registration and
filing fees of the Commission, a stock exchange or the National Association of
Securities Dealers, Inc., (ii) all fees and expenses of complying with
securities or blue sky laws (including fees and disbursements of counsel for
the underwriters in connection with blue sky qualifications of the Registrable
Securities) unless paid by the underwriters, (iii) all printing, messenger and
delivery expenses, (iv) all fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange pursuant to
Section 3(ix), (v) the fees and disbursements of counsel for the Company and of
its independent public accountants, including the expenses of any special
audits and/or "cold comfort" letters required by or incident to such
performance and compliance, (vi) the reasonable fees and disbursements of one
counsel selected by the Holders of a majority of the Registrable Securities
being registered to represent all Holders of the Registrable Securities being
registered in connection with each such registration, (vii) any fees and
disbursements of underwriters customarily paid by the issuers or sellers of
securities, including fees and disbursements of counsel for the underwriters,
but excluding underwriting discounts and commissions, (viii) liability
insurance if the Company so desires or if the underwriters so require, and (ix)
the reasonable fees and expenses of any special experts retained by the Company
in connection with the requested registration.
5. Indemnification and Contribution.
(a) Indemnification by the Company. In the event of a registration
of any shares of Registrable Securities pursuant to Section 1 or 2, the
Company, to the extent permitted by law, will indemnify and hold harmless each
Holder of such shares of Registrable Securities included in a Registration
Statement pursuant to the provisions of this Agreement and any underwriter (as
defined in the Securities Act) of such Registrable Securities and each other
person, if any, who controls such Holder or such underwriter within the meaning
of the Securities Act, and their respective directors, officers, partners,
members, agents and affiliates (the "Holders' Affiliates") , and each of their
successors from and against, and will reimburse such Holder and each such
underwriter, controlling person and Holders' Affiliate with respect to, any and
all claims, actions, demands, losses, damages, liabilities, costs and expenses
to which such Holder, underwriter, controlling person or Holders' Affiliate may
become subject under the Securities Act or otherwise, including, without
limitation, the reasonable fees and expenses of legal counsel (including those
incurred in connection with any claim for indemnity hereunder) insofar as such
claims, actions, demands, losses, damages, liabilities, costs or expenses (or
actions, or proceedings, whether commenced or threatened in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in such Registration Statement under which
securities were registered under the Securities Act, any prospectus contained
therein or any amendment or supplement thereto, or arise out of or are based
upon 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
or arise out of any violation by the Company of any rule or regulation under
the Securities Act or any state securities laws applicable to the Company and
relating to action or inaction required of the Company in connection with such
registration; provided that the Company will not be liable in any case to the
extent, but only to the extent, that any such claim, action, demand, loss,
damage, liability, cost or expense arises out of or is based upon an untrue
statement or omission so made in reliance upon and in strict conformity with
information furnished in writing by such Holder or such underwriter
specifically for use in the
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preparation thereof. It is agreed that this indemnity shall not apply to
amounts paid in settlement of any such claim, action, demand, loss, damage,
liability, cost or expense if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld). This
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Holder, underwriter, controlling person or
Holders' Affiliate and shall survive the transfer of such securities by such
Holder.
(b) Indemnification by the Holders. Each Holder of shares of
Registrable Securities, severally and not jointly, which shares are included in
a registration pursuant to the provisions of this Agreement, to the extent
permitted by law, will indemnify and hold harmless the Company, each person, if
any, who controls the Company within the meaning of the Securities Act, each
officer of the Company who signs the Registration Statement including such
Registrable Securities, each director of the Company, each underwriter and any
person who controls the underwriter and each of their successors from and
against, and will reimburse the Company and such officer, director, underwriter
or controlling person with respect to, any and all claims, actions, demands,
losses, damages, liabilities, costs or expenses to which the Company or such
officer, director, underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such claims, actions, demands,
losses, damages, liabilities, costs or expenses arise out of or are based upon
any untrue statement of any material fact contained in such Registration
Statement, any prospectus contained therein or any amendment or supplement
thereto, or arise out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they are made, not misleading;
provided that such Holder will be liable in any such case to the extent, but
only to the extent, that any such claim, action, demand, loss, damage,
liability, cost or expense arises out of or is based upon an untrue statement
or omission made in reliance upon and in strict conformity with written
information furnished by such Holder specifically for use in the preparation
thereof. The liability of each Holder under this Section shall be limited to
the proportion of any such claim, action, demand, loss, damage, liability, cost
or expense which is equal to the proportion that the public offering price of
the shares of Registrable Securities sold by such Holder under such
Registration Statement bears to the total offering price of all securities sold
thereunder, but not, in any event, to exceed the proceeds received by such
Holder from the sale of shares of Registrable Securities covered by the
Registration Statement. It is agreed that this indemnity shall not apply to
amounts paid in settlement of any such claim, action, demand, loss, damage,
liability, cost or expense if such settlement is effected without the consent
of the Holders (which consent shall not be unreasonably withheld). This
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Holder, underwriter or any such director, officer,
partner, member, agent or controlling person and shall survive the transfer of
such securities by such Holder.
(c) Notices of Claims, etc. Promptly after receipt by a party to
be indemnified pursuant to the provisions of this Section 5(a) or (b) (an
"indemnified party") of notice of the commencement of any action involving the
subject matter of the foregoing indemnity provisions, such indemnified party
will, if a claim thereof is to be made against the indemnifying party pursuant
to the provisions of this Section 5(a) or (b), notify the indemnifying party of
the commencement thereof, but the omission to so notify the indemnifying party
will not relieve it from any liability which it may have to an indemnified
party otherwise than under this Section and shall not relieve the indemnifying
party from liability under this Section unless such indemnifying party is
prejudiced by such omission. In case such action is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall have the right to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after the notice from the
indemnifying party to such
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indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of this Section 5(a) and (b) for any legal expense subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided that, if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it that are different from or additional to
those available to the indemnifying party or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of
the indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by
the indemnifying party as incurred. No indemnifying party shall be liable to an
indemnified party for any settlement of any action or claim without the consent
of the indemnifying party and no indemnifying party may unreasonably withhold
its consent to any such settlement. No indemnifying party will, except with the
consent of the indemnified party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.
(d) Contribution. In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (i) any Holder exercising rights under this Agreement, any underwriter
or controlling person of any such Holder or underwriter, or any Holders'
Affiliate, makes a claim for indemnification pursuant to this Section but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any such Holder, underwriter, controlling person or Holders' Affiliate
in circumstances for which indemnification is provided under this Section 5,
then, and in each such case, the Company and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and of the Holder of
Registrable Securities on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the holder of Registrable Securities on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or by the Holder of Registrable Securities on the
other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided that, in
any such case, (A) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation and (B) no such Holder will be required to contribute any
amount in excess of the proceeds received by such Holder from the sales of
Registrable Securities covered by the Registration Statement.
(e) Other Indemnification. Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.
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6. Reporting Requirements Under Securities Exchange Act of 1934.
(a) Exchange Act Reporting. When it is first legally required to
do so, the Company shall register its capital stock under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall keep
effective such registrations and shall timely file such information, documents
and reports as the Commission may require or prescribe under Section 13 of the
Exchange Act. From and after the effective date of the first Registration
Statement filed by the Company, the Company shall (whether or not it shall then
be required to do so) timely file such information, documents and reports as
the Commission may require or prescribe under Section 13 or 15(d)(whichever is
applicable) of the Exchange Act.
(b) Furnishing Information to Holders. Immediately upon becoming
subject to the reporting requirements of either Section 13 or 15(d) of the
Exchange Act, the Company shall forthwith upon request furnish any Holder of
Registrable Securities (a) a written statement by the Company that it has
complied with such reporting requirements, (b) a copy of the most recent annual
or quarterly report of the Company, and (c) such other reports and documents
filed by the Company with the Commission as such Holder may reasonably request
in availing itself of an exemption for the sale of Registrable Securities
without registration under the Securities Act.
(c) Rule 144 and Form S-3. The Company acknowledges and agrees
that the purposes of the requirements contained in this Section 6 are (i) to
enable any such Holder to comply with the current public information
requirement contained in paragraph (c) of Rule 144 under the Securities Act
should such Holder ever wish to dispose of any of the securities of the Company
acquired by it without registration under the Securities Act in reliance upon
Rule 144 (or any other similar or successor exemptive provision), and (ii) to
qualify the Company for the use of Registration Statements on Form S-3. In
addition, the Company shall take such other measures and file such other
information, documents and reports as shall hereafter be required by the
Commission as a condition to the availability of Rule 144 under the Securities
Act (or any similar or successor exemptive provision hereafter in effect) and
the use of Form S-3. The Company also covenants to use its best efforts, to the
extent that it is reasonably within its power to do so, to qualify for the use
of Form S-3. From and after the effective date of the first Registration
Statement filed by the Company, the Company agrees to use its reasonable best
efforts to facilitate and expedite transfers of Registrable Securities by
Holders pursuant to Rule 144 under the Securities Act (or any similar or
successor exemptive provision hereafter in effect), which efforts shall include
timely notice to its transfer agent to expedite such transfers of Registrable
Securities.
7. Stockholder Information. The Company may require each Holder
of Registrable Securities as to which any registration is to be effected
pursuant to this Agreement to furnish the Company in a timely manner such
information with respect to such Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request
in writing and as shall be required by law or by the Commission in order to
facilitate the disposition of the Registrable Securities owned by them that are
included in such registration.
8. Specific Enforcement. All of the parties acknowledge that the
parties will be irreparably damaged in the event that this Agreement is not
specifically enforced. Upon a breach or threatened breach of the terms,
covenants or conditions of this Agreement by any of the parties hereto, the
other parties shall, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, or a
decree for specific performance, in accordance with the provisions of this
Agreement.
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9. Descriptive Headings; Definitions; Certain Interpretations.
(a) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(b) As used in this Agreement, the following terms shall have the
following respective meanings:
"Affiliate" means (a) any person directly or indirectly controlling,
controlled by or under common control with another person; (b) any person
owning or controlling 10% or more of the outstanding voting securities of such
other person; (c) any partner, officer, director, employee or stockholder of
such person or any parent, spouse, child, brother, sister or other relative
with a relationship (by blood, marriage or adoption) or not more remote than
first cousin of any of the foregoing; or (d) any liquidating trust, trustee or
other similar person or entity for any person.
"Xxxxxxxxxx Warrants" means the remaining Series A Warrant to purchase
194,257 shares of Common Stock at $0.21 per share and Series B Warrant to
purchase 221,053 shares of Common Stock at $0.04 per share held by Xxxxxxxxxx
Enterprises, LLC.
"Existing Stockholders' Agreement" means the Stockholders' Agreement,
dated August 27, 1998, among the Company, certain of the Investors and the
Management Stockholders.
"Holder" means (a) the Investors and (b) any other person to which the
rights of registration under this Agreement have been transferred or assigned
by the Investors or their transferees.
"Initial Public Offering" means the initial public offering of shares
of common stock pursuant to a registration under The Securities Act.
"Management Stockholders" means Xxxxxxx Xxxxxx-Xxxxx, Xxx X. Xxxx,
Xxxx Xxxxxxx and Xxxxx Xxxx.
"Registrable Securities" means (a) shares of Capital Stock (including,
without limitation, (i) shares outstanding on the date hereof, (ii) shares
acquired by any Holder after the date hereof and (iii) shares issued upon the
exercise of any exchange, conversion or similar right), and (b) any shares of
Capital Stock issued in respect of such shares by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger or consolidation or reorganization; provided that any such shares shall
cease to be Registrable Securities when such securities have been sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction.
"SEC" means the Securities and Exchange Commission or any successor
commission or agency having similar powers.
(c) Except as otherwise expressly provided in this Agreement, the
following rules of interpretation apply to this Agreement: (i) the singular
includes the plural and the plural includes the singular; (ii) "or" or "any"
are not exclusive and "include" and "including" are not limiting; (iii) a
reference to any agreement or other contract includes permitted supplements and
amendments; (iv) a reference to a law includes any amendment or modification to
such law and any rules or regulations issued thereunder; (v) a reference to a
person includes its permitted successors and assigns; (vi) a reference to
generally accepted accounting principles refers to United States generally
accepted accounting principles; and (vii) a reference in this Agreement to an
Section or Schedule is to the Section or Schedule of this Agreement.
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10. Notices. All notices, requests and other communications to any
party hereunder shall be in writing and sufficient if delivered personally or
sent by telecopy (with confirmation of receipt) or by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:
If to the Company: OpenSite Technologies, Inc.
0000 Xxxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xx. Xxx X. Xxxx, President
With a copy to: Gross, Shuman, Brizdle & Xxxxxxxxx, P.C.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
If to the Investors: Societe Generale Capital Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Mr. Xxxxxx Xxxx-Tipping and
Xx. Xxxxxxxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
and
XX Xxxxx Securities Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
and
GE Capital Equity Investments, Inc.
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
Facsimile No. (000) 000-0000
With a copy to: Xxxxxx, Xxxxx & Xxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Fax No.: (000) 000-0000
If to any other Investor, to its address as provided on Schedule I attached
hereto, or to such other address or telecopy number as the party to whom notice
is to be given may have furnished to the other party in writing in accordance
herewith. Each such notice, request or communication shall be effective when
received or, if given by mail, when delivered at the address specified in this
Section or on the fifth business day following the date on which such
communication is posted, whichever occurs first.
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11. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.
12. Benefits of Agreement. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Agreement is for the sole
benefit of the parties hereto and not for the benefit of any third party.
13. Enforceability. It is the desire and intent of the parties
hereto that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated to be invalid or
unenforceable, such provision shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of such provision in the particular
jurisdiction in which such adjudication is made.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS).
15. CONSENT TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF NEW YORK STATE SITTING IN THE COUNTY OF NEW YORK
OR ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE SOUTHERN
DISTRICT OF NEW YORK ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY. NO PARTY TO THIS AGREEMENT MAY MOVE TO (I)
TRANSFER ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH NEW YORK COURT OR
FEDERAL COURT TO ANOTHER JURISDICTION, (II) CONSOLIDATE ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN SUCH NEW YORK COURT OR FEDERAL COURT WITH A SUIT,
ACTION OR PROCEEDING IN ANOTHER JURISDICTION OR (III) DISMISS ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH NEW YORK COURT OR FEDERAL COURT FOR THE
PURPOSE OF BRINGING THE SAME IN ANOTHER JURISDICTION. EACH PARTY AGREES THAT A
FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE OPERATIVE
DOCUMENTS IN ANY NEW YORK COURT SITTING IN THE COUNTY OF NEW YORK OR ANY
FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK.
16. Other Registration Rights.
(a) Within the limitations prescribed by this Section 16(a), but
not otherwise, the Company may grant to subsequent investors in the Company
rights of incidental registration (such as those rights provided in Section 2);
provided that (i) such rights may only pertain to shares of Capital Stock
issued to such subsequent investors after the date of this Agreement, (ii) such
rights may be granted with respect to
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registrations requested by Holders pursuant to Section 1, but only in respect
of that portion of any such registration as remains after inclusion of all
shares of Registrable Securities requested by Holders, and (iii) such rights
may be granted with respect to registrations initiated by the Company, but only
in respect of that portion of any such registration as is available under the
limitations set forth in Section 2. The Company may not grant to subsequent
investors in the Company rights of registration upon request (such as those
rights provided in Section 1).
(b) If the Company at any time grants to any other holders of
Capital Stock any rights more favorable to such holders than the terms set
forth in this Agreement, the terms of this Agreement shall be deemed amended or
supplemented to the extent necessary to provide the Holders such more favorable
rights and benefits.
(c) Xxxxxxxxxx Enterprises, LLC shall have the rights of an "Other
Holder" for purposes of participating in a requested registration or an
incidental registration pursuant to Sections 1 and 2, respectively, of this
Agreement with respect to the Common Stock that may be acquired pursuant to the
Xxxxxxxxxx Warrants. Xxxxxxxxxx Enterprises, LLC is an intended third-party
beneficiary of the rights granted under this Section 16(c).
17. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns. The Investors' rights are assignable to any assignee or
transferee of all or a portion of the shares of Registrable Securities held by
the Investors; provided that such right shall not be assigned or transferred if
the share of shares of Registrable Securities are sold to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction. In addition, and whether or not any express assignment shall have
been made, the provisions of this Agreement which are for the benefit of the
parties hereto other than the Company shall also be for the benefit of and
enforceable by any subsequent Holder of any Registrable Securities, subject to
the provisions contained herein.
18. Underwriting Agreement. In connection with each registration
pursuant to Sections 1 or 2 covering an underwritten public offering, the
Company and each selling Holder agree to enter into a written agreement with
the managing underwriter selected in the manner herein provided in such form
containing such provisions as are customary in the securities business for such
an arrangement between such underwriter and companies of the Company's size and
investment stature; provided, however, that no selling Holder shall be required
to make any representations, warranties or covenants relating to the Company
and that the Company shall make such representations, warranties and covenants.
19. Blackout Periods. Notwithstanding any other provision in this
Agreement to the contrary, the Company's obligation to file a Registration
Statement, or cause such Registration Statement to become and remain effective,
shall be suspended for not more than one period not to exceed an aggregate of
90 days in any 12-month period if the Company shall furnish to Holders a
certificate signed by the president of the Company stating that in reasonable
judgment of the Board of Directors of the Company it would be seriously
detrimental to the Company and its stockholders for such registration to be
effected at such time due to pending Company events.
20. Aircraft Carrier Release. The parties agree that if Release
No. 33-7606A, or a similar release, is adopted by the SEC, the parties shall
make amendments to this Agreement necessary to preserve the intent of this
Agreement. All references to SEC forms in this Agreement include successor
forms thereto.
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21. Sale by Management Stockholders. Notwithstanding any other
provisions of this Agreement, with the written consent of the (i) holders of at
least a majority of the Series C Preferred Stock and (ii) the underwriter, the
Management Stockholders shall have the right to sell up to an aggregate of 15%
of their Common Stock prior to the registration of any Registrable Securities
held by the Investors. The Management Stockholders are intended third-party
beneficiaries of this Section 21.
22. Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto with respect to matter covered
hereby and supersedes all prior agreements with respect to its subject matter
(including the Existing Stockholders' Agreement) and understandings, written or
oral, among the parties with respect to the subject matter hereof.
23. Amendment and Waiver. This Agreement and the rights granted to
the Investors may be modified, amended or waived as follows:
(a) in the case of rights granted to the Investors holding shares
of Series A Preferred Stock or Series B Preferred Stock or shares of Common
Stock issued upon conversion of such preferred stock, by the holders of more
than 50% of such Registrable Securities; provided, however, that if such
modification, amendment or waiver does not effect the relative rights under
this Agreement equally then such modification, amendment or waiver shall
require the approval of the holders of at least a majority of the total number
of each of the Series A Preferred Stock and Series B Preferred Stock and shares
of Common Stock issuable upon conversion of such preferred stock, voting as a
class; provided, further, that if such modification, amendment or waiver
adversely effects the rights granted to the Investors holding Series C
Preferred or shares of Common Stock issuable upon conversion of such preferred
stock then such modification, amendment or waiver shall require approval of the
holders of at least a majority of the Series C Preferred Stock or shares of
Common Stock issuable upon the conversion of such preferred stock; and
(b) in the case of rights granted to the Investors holding shares
of Series C Preferred Stock or shares of Common Stock issued upon conversion of
such preferred stock, by the holders of more than 50% of such Registrable
Securities; provided, however, that if such modification, amendment or waiver
adversely effects the rights granted to the Investors holding Series A
Preferred Stock or Series B Preferred Stock or shares of Common Stock issuable
upon conversion of such preferred stock then such modification, amendment or
waiver shall require approval of the holders of at least a majority of each of
such adversely affected series of preferred stock (including the Common Stock
issuable upon the conversion of such preferred stock).
24. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 24.
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
OPENSITE TECHNOLOGIES, INC.
By: /s/ Xxx X. Xxxx
--------------------------------
Name: Xxx X. Xxxx
Title: President
SOCIETE GENERALE CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxx-Tipping
--------------------------------
Name: Xxxxxx Xxxx-Tipping
Title: Vice President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
CNET, INC.
By: /s/ Xxxxxxx X. Woodeum
--------------------------------
Name: Xxxxxxx X. Woodeum
Title: CFO
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NORO-XXXXXXX PARTNERS IV, L.P.
By: MKFJ IV, L.L.C., its General Partner
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: General Partner
WAKEFIELD GROUP II LLC
By: /s/ X.X. Xxxxxxx
-------------------------------------
Name: X.X. Xxxxxxx
Title: MD
INTERSOUTH PARTNERS IV, L.P.
By: INTERSOUTH ASSOCIATES IV, LLC,
Its General Partner
By: /s/ Xxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Member Manager
SOUTHEAST INTERACTIVE TECHNOLOGY FUND II,
LLC
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Manager
AUCTION VENTURES, LLC
By: RBK, LLC
Its Manager
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Manager
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Schedule I
Societe Generale Capital Corporation Wakefield Group, II, LLC
1221 Avenue of the Americas 0000 Xxxx Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxxxxxxxx, Xxxxx Xxxxxxxx 000000
Attention: Mr. Xxxxxx Xxxx-Tipping Attention: Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxxxxxxxxxx X. Xxxxxx Telecopier: (000) 000-0000
Telecopier: (000) 000-0000
GE Capital Equity Investments, Inc. Intersouth Partners IV, L.L.C.
000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxxx
Xxxxxxxx, XX 00000 Suite 290
Attention: Xx. Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000
Telecopier: (000) 000-0000 Attention: Xx. Xxxxxxxx Xxxxx
Telecopier: (000) 000-0000
CNET, Inc. Southeast Interactive Technology Fund II, LLC
000 Xxxxxxxx Xxxxxx Xxxxx 000X
Xxx Xxxxxxxxx, XX 00000 0000 Xxxxxxxx Xxxxxxx
Attention: Xx. Xxxxxxx Xxxxxxxx Xxxxxx, XX 00000
Telecopier: (000) 000-0000 Attention: Xx. Xxxxx Xxxxxx
Telecopier: (000) 000-0000
Noro-Xxxxxxx Partners IV, L.P. Auction Ventures, LLC
0 Xxxxx Xxxxxxx Xxxxxx Xxxxx 000, Xxxxxxxxx Building
0000 Xxxxxxxxx Xxxxxxx, X.X. 000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000 Xxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxx Attention: Xxxx X. Xxxxxx
Telecopier: (000) 000-0000 Telecopier: (000) 000-0000
Noro-Xxxxxxx Partners IV, L.P.
0 Xxxxx Xxxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxx Xxxxxx
Telecopier: (000) 000-0000
18
