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EXHIBIT 10.12
AGREEMENT REGARDING MANAGEMENT RIGHTS
This agreement will confirm that pursuant to the purchase of shares of stock of
Interactive Knowledge, Inc. (the "Company") by Sequel Limited Partnership
("Investor"), Investor will be entitled to the following contractual management
rights, in addition to rights to nonpublic financial information, inspection
rights, and other rights specifically provided to all investors in the current
financing:
1). Investor shall be entitled to consult with and advise management of the
Company on significant business issues, including management's proposed
annual operating plans, and management will meet with Investor
regularly during each year at the Company's facilities at mutually
agreeable times for such consultation and advice and to review progress
in achieving said plans;
2). Investor may examine the books and records of the Company and inspect
its facilities, and will receive upon request information at reasonable
times and intervals concerning the general status of the Company's
financial condition and operations, provided that access to
confidential proprietary information and facilities need not be
provided;
3). If Investor is not represented on this Company's Board of Directors,
the Company shall invite a representative of Investor (which person
shall be a general partner of Investor) to attend all meetings of its
Board of Directors (and all committees thereof) in a nonvoting observer
capacity and, in this respect, shall give such representative copies of
all notices, minutes, consents and other material that it provides to
its directors; provided, however, that the Company reserves the right
to exclude such representative from access to any material or meeting
or portion thereof if the Company believes upon advice of counsel that
such exclusion is reasonably necessary to preserve the attorney-client
privilege, to protect highly confidential proprietary information or
for other similar reasons. Such representative may participate in
discussions of matters brought to the Board.
Investor agrees, and any representative of Investor will agree, to hold in
confidence and trust and not use or disclose any confidential information
provided to or learned by it in connection with its rights under this agreement.
The rights described herein shall terminate and be of no further force or effect
upon the earlier to occur of (1) the consummation of the sale of the Company's
securities pursuant to a registration statement filed by the Company under the
Securities Act of 1933 in connection with the firm commitment underwritten
offering of its securities to the general public, or (2) the date upon which
Investor ceases to hold any shares of the Company's stock. The confidentiality
provisions hereof will survive any such termination.
Agreed and accepted this ____ day of August, 1998.
SEQUEL LIMITED PARTNERSHIP Interactive Knowledge, Inc.:
By: Sequel Venture Partners L.L.C.
By: /s/ XXXXXX XXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Manager Title: President
