REGISTRATION RIGHTS AGREEMENT
EXHIBIT C
EXECUTION VERSION
THIS REGISTRATION RIGHTS AGREEMENT is made as of April 23, 2006, between JDA Software Group,
Inc., a Delaware corporation (the “Company”), and the Investors (the “Investors”)
listed on the Schedule of Investors attached hereto.
The parties to this Agreement are parties to a Preferred Stock Purchase Agreement, dated April
23, 2006 (the “Purchase Agreement”). In order to induce the Investors to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein
shall have the meanings set forth in Section 8 hereof.
The parties hereto agree as follows:
All requests for Demand Registrations shall be made by giving written notice thereof to the
Company (a “Demand Notice”). Each Demand Notice shall specify the approximate number of
Registrable Securities requested to be registered. Within ten business days after receipt of any
Demand Notice, the Company shall give written notice of such requested registration to all other
holders of Registrable Securities and, subject to the terms of Section 1(f) hereof, shall
include in such registration (and in all related registrations and qualifications under state blue
sky laws or in compliance with other registration requirements and in any related underwriting) all
Registrable Securities with respect to which the Company has received written requests for
inclusion therein within 15 business days after the delivery of the Company’s notice in accordance
with Section 11(k) hereof.
(d) Long-Form Registrations. A registration shall not be deemed to have been effected
for purposes of Section 1 and shall not count as the one of the Demand Registrations
permitted as a Long-Form Registration if the applicable registration statement has not been
declared effective and kept effective until the earlier of (i) six months following the date on
which such registration statement was declared effective and (ii) the sale pursuant to such
registration statement of all Registrable Securities covered thereby; provided that
in any event
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the Company shall pay all Registration Expenses in connection with any registration
initiated as a Demand Registration whether or not it has become effective and whether or not such
registration has counted as one of the permitted Long-Form Registrations. All Demand Registrations
that are Long-Form Registrations shall be underwritten registrations unless otherwise requested by
the holders of at least a majority of the Registrable Securities included in the applicable
Long-Form Registration. In the event the Mandatory Registration must be effected as a Long-Form
Registration, such registration shall nonetheless be filed a Shelf Registration and the Company
shall use its commercially reasonable efforts to keep such registration current and effective,
including by filing periodic post-effective amendments to update the financial statements contained
in such registration statement in accordance with Regulation S-X promulgated under the Securities
Act until the date on which all Registrable Securities included in the registration statement shall
have been sold.
Notwithstanding the foregoing, the Company may postpone for up to 180 days the filing or the
effectiveness of a registration statement for a Demand Registration (but not, for the avoidance of
doubt, the Mandatory Registration) if the Company’s board of directors determines in its reasonable
good faith judgment that such Demand Registration would reasonably be expected to have a material
adverse effect on any proposal or plan of the Company or any of its Subsidiaries to engage in any
acquisition of assets or any merger, consolidation, tender offer, reorganization or other material
transaction; provided that in such event, the holders of Registrable Securities
initially requesting such Demand Registration shall be entitled to withdraw such request and, if
such request is withdrawn with respect to a Long-Form Registration, such Demand Registration shall
not count as one of the permitted Long-Form Registrations hereunder and the Company shall pay all
Registration Expenses in connection with
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such registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.
(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such offering within a
price range acceptable to the Company, the Company shall include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, the Registrable
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Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares requested to be included therein by each such holder, and (iii) the
Other Securities requested to be included in such registration.
(a) Each holder of Registrable Securities shall not effect any public sale or distribution
(including sales pursuant to Rule 144 promulgated under the Securities Act) of equity securities of
the Company, or any securities convertible into or exchangeable or exercisable for such securities,
during (i) with respect to any underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included, the seven days prior to and the 90-day
period beginning on the effective date of such registration (or such shorter period as agreed to by
the managing underwriters), and (ii) upon notice from the Company of the commencement of an
underwritten distribution in connection with any Shelf Registration, the seven days prior to and
the 90-day period beginning on the date of commencement of such distribution (or such shorter
period as agreed to by the managing underwriters), in each case except as part of such underwritten
registration and in each case unless the underwriters managing the registered public offering
otherwise agree.
(b) The Company (i) shall not effect any public sale or distribution of its equity securities,
or any securities convertible into or exchangeable or exercisable for such securities
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(except pursuant to registration on Form X-0, Xxxx X-0 or any successor form), during (A) with respect to
any underwritten Demand Registration or any underwritten Piggyback Registration in which
Registrable Securities are included, the seven days prior to and the 90-day period (or such shorter
period as agreed to by the underwriters) beginning on the effective date of such registration, and
(B) upon notice from any holder(s) of Registrable Securities subject to a Shelf Registration that
such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to
such Shelf Registration (upon receipt of which, the Company will promptly notify all other holders
of Registrable Securities of the date of commencement of such distribution), the seven days prior
to and the 90-day period (or such shorter period as agreed to by the underwriters) beginning on the
date of commencement of such distribution, and (ii) shall cause each holder or group of affiliated
holders who purchases from the Company at any time after the date of this Agreement at least 10% of
its Common Stock, or any securities convertible into or exchangeable or exercisable for at least
10% of its Common Stock, (other than purchases in a registered public offering or pursuant to an
underwritten offering under Rule 144A or pursuant to equity subscription agreements, stock option
agreements, stock appreciation rights, phantom stock plans or similar rights or plans in effect on
the date of this Agreement) (a “Private Purchaser”) to agree not to effect any public sale
or distribution (including sales pursuant to Rule 144) of any such securities during such 90 day periods (or such shorter or longer periods
as provided below) so long as (x) the holders of Registrable Securities continue to hold at least
50% of the Registrable Securities held as of the date hereof (provided that a Private Purchaser
shall be subject to such periods only twice in any twelve-month period) and (y) such Private
Purchaser has entered into an agreement with the Company limiting such Private Purchaser’s right or
ability to effectuate a public sale or distribution during an underwritten registered offering by
the Company (provided that such Private Purchaser shall be limited for the same period of time that
it is limited by with respect to an underwritten registered offering by the Company (which may be
greater or less than the 90 day period set forth above), in each case except as part of such
underwritten registration and in each case unless the underwriters managing the registered public
offering otherwise agree.
(c) Each holder of Registrable Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing hereunder of any
registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement
thereto.
(a) subject to Section 1(a) in the case of the Mandatory Registration, prepare and file with
the SEC a registration statement, and all amendments and supplements thereto and related
prospectuses as may be necessary to comply with applicable securities laws, with respect to such
Registrable Securities and use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company shall furnish to the counsel selected by the
holders of a majority of the Registrable Securities covered by such registration statement copies
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of all such documents proposed to be filed, and the Company shall in good faith consider any
comments of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than 180 days (or, in the case of a
Shelf Registration, a period ending on such date as is the earlier of (i) the date on which all
Registrable Securities included in the registration statement shall have been sold or shall have
otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable
Securities may be sold during any three month period without any restriction pursuant to Rule
144(k) promulgated under the Securities Act after taking into account any holders’ status as an
affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion
letter addressed to the Company’s transfer agent to such effect) and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus), each amendment and
supplement thereto and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as any seller reasonably requests 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
(provided that the Company shall not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify but for this
subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company shall prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed and, if not so listed, to be listed on the
NASD automated quotation system and, if listed on the NASD automated quotation system, use its
reasonable efforts to secure designation of all such Registrable Securities covered by such
registration statement as a Nasdaq “national market system security” within the meaning of Rule
11Aa2-1 of the SEC or, failing that, to secure Nasdaq authorization for such Registrable
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Securities and, without limiting the generality of the foregoing, use its reasonable efforts to arrange for at
least two market makers to register as such with respect to such Registrable Securities with the
NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the holders of a majority of the Registrable Securities being
sold or the underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including preparing for and participating in such
number of “road shows” as the underwriters managing such offering may reasonably request);
(i) make available for inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement and any attorney,
accountant or other agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause the Company’s
officers, directors, employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in connection with such
registration statement (unless the Company can demonstrate that such Person already possesses the
requested information);
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve months beginning with the first day of the
Company’s first full calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive
judgment, might be deemed to be an underwriter or a controlling person of the Company, to
participate in the preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing in a timely manner, which in the
reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any common stock included in such registration statement for
sale in any jurisdiction, the Company shall use its reasonable efforts promptly to obtain the
withdrawal of such order;
(m) use its reasonable 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 sellers thereof to consummate the disposition of such
Registrable Securities; and
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(n) in the case of an underwritten offering, use reasonable efforts to obtain a cold comfort
letter from the Company’s independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as the holders of at least a
majority of the Registrable Securities being sold reasonably request.
(a) All expenses incident to the Company’s performance of or compliance with this Agreement,
including without limitation all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the Company and, to the
extent provided in Section 5(b), fees and disbursements of counsel for any holder of
Registrable Securities and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by the Company (all such
expenses being herein called “Registration Expenses”), shall be borne by the Company as
provided in this Agreement, except that the Company shall, in any event, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly review, the expense of
any liability insurance which the Company has agreed to obtain in its reasonable discretion and the
expenses and fees for listing the securities to be registered on each securities exchange on which
similar securities issued by the Company are then listed or on the NASD automated quotation system.
(b) In connection with each Demand Registration and each Piggyback Registration, the Company
shall reimburse the holders of Registrable Securities included in such registration for the
reasonable fees and disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities included in such registration upon submission of reasonably itemized
statements for such counsel rendering services customarily performed by counsel for selling
shareholders.
(c) To the extent any expenses relating to a registration hereunder are not required to be
paid by the Company, each holder of securities included in any registration hereunder shall pay
those expenses allocable to the registration of such holder’s securities so included, and any
expenses not so allocable shall be borne by all sellers of securities included in such registration
in proportion to the aggregate selling price of the securities to be so registered.
(d) Any obligation to pay Registration Expenses or other expenses provided for in this
Agreement shall survive the termination of this Agreement.
(a) The Company agrees to indemnify, to the extent permitted by law, each holder of
Registrable Securities, its officers, directors, employees, agents, Affiliates and each Person who
controls such holder (within the meaning of the Securities Act and the Securities Exchange Act)
against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or
alleged untrue statement of material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any omission or
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alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except to the extent that such untrue statements relate to such holder and
was reviewed and approved of in writing by such holder for use in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or (ii) any
violation by the Company of any rule or regulation promulgated under the Securities Act applicable
to the Company and relating to action or inaction required of the Company in connection with any
such registration, qualification or compliance, and to pay to each holder of Registrable
Securities, its officers and directors and each Person who controls such holder (within the meaning
of the Securities Act), as incurred, any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss, damage, liability or
action, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein
or by such holder’s failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished such holder with such number of
copies of the same as was previously requested by such holder. In connection with an underwritten
offering, the Company shall indemnify such underwriters, their officers, directors, employees,
agents and each Person who controls such underwriters (within the meaning of the Securities Act and
the Securities Exchange Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities, but the provisions of the underwriting
agreement with such underwriters, if different, shall govern.
(b) In connection with any registration statement in which a holder of Registrable Securities
is participating, each such holder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors, officers, employees, agents, Affiliates and each Person who controls the Company (within
the meaning of the Securities Act and the Securities Exchange Act) against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or affidavit so furnished in
writing by such holder; provided that the obligation to indemnify shall be individual and ratable,
not joint and several, for each holder and shall be limited to the net amount of proceeds received
by such holder from the sale of Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that
the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such
defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or
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elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. In such instance, the
conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the
holders of a majority of the Registrable Securities included in the registration, at the expense of
the indemnifying party. No indemnifying party, in the defense of such claim or litigation, shall,
except with the consent of each indemnified party, consent to the 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) The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any
officer, director, employee, agent, Affiliate or controlling Person of such indemnified party and
shall survive the transfer of securities and the termination of this Agreement. The Company also
agrees to make such provisions, as are reasonably requested by any indemnified party, for
contribution to such party in the event the Company’s indemnification is unavailable for any
reason.
“Affiliate” of any particular Person means (i) any other Person controlling,
controlled by or under common control with such particular Person, where “control” means
the possession, directly or indirectly, of the power to direct the management and policies of a
Person whether through the ownership of voting securities, contract or otherwise and (ii) if such
Person is a partnership or limited liability company, any partner or member thereof.
“Certificate of Designation” means the Certificate of Designation to be filed with
respect to the Company’s Series A Preferred Stock as contemplated by the Purchase Agreement, as
such Certificate of Designation amended from time to time in accordance with its terms.
“Company” has the meaning given to such term in the recitals.
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“Demand Notice” has the meaning given to such term in Section 1(b).
“Demand Registration” has the meaning given to such term in Section 1(b).
“Governmental Entity” means a domestic (federal, state, municipal or local) or foreign
government or governmental, regulatory or administrative subdivision, department, authority,
agency, commission, board, bureau, court of instrumentality or arbitrator of any kind.
“Investors” has the meaning given to such term in the recitals.
“Long-Form Registrations” has the meaning given to such term in Section 1(b).
“Other Securities” has the meaning given to such term in Section 1(i).
“Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a Governmental Entity.
“Piggyback Registration” has the meaning given to such term in Section 2(a).
“Private Purchaser” has the meaning given to such term in Section 3(b).
“Purchase Agreement” has the meaning given to such term in the recitals.
“Registration Expenses” has the meaning given to such term in Section 5(a).
“Registrable Securities” means (i) any Common Stock issued upon the conversion of any
Preferred Stock issued pursuant to the Purchase Agreement and (ii) any Common Stock issued or
issuable with respect to any Registrable Securities by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when they have been distributed to the public pursuant to an offering
registered under the Securities Act, sold to the public through a broker, dealer or market maker in
compliance with Rule 144 under the Securities Act (or any similar rule then in force) or
repurchased by the Company or any Subsidiary. For purposes of this Agreement, including exercising
any rights or meeting any threshold tests hereunder, a Person shall be deemed to hold any
Registrable Securities and such Registrable Securities shall be deemed to be in existence, whenever
such Person has the right to acquire directly or indirectly such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise, but disregarding
any restrictions or limitations upon the exercise of such right), whether or not such acquisition
has actually been effected, and such Person shall be entitled to exercise the rights of a holder of
Registrable Securities hereunder.
“Securities Act” means the Securities Act of 1933, as amended, or any similar federal
law then in force.
“SEC” includes any governmental body or agency succeeding to the functions thereof.
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“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or
any similar federal law then in force.
“Shelf Registration” has the meaning given to such term in Section 1(c).
“Short-Form Registrations” has the meaning given to such term in Section 1(b).
“Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more Subsidiaries of that Person or a combination thereof. Notwithstanding the
foregoing, “Subsidiary” also shall include each “significant subsidiary” of the Company, as such
term is defined in Rule 1-02 of Regulation S-X. For purposes hereof, a Person or Persons shall be
deemed to have a majority ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited liability company,
partnership, association or other business entity. For purposes of this Agreement, if the context
does not otherwise specify in respect of which Person the term “Subsidiary” is used, the term
“Subsidiary” shall refer to a Subsidiary of the Company.
Unless otherwise stated, other capitalized terms contained herein have the meanings set forth
in the Purchase Agreement.
(c) Current Public Information. The Company shall file all reports required to be
filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations
adopted by the SEC thereunder and shall take such further action as any holder or holders of
Registrable Securities may reasonably request, all to the extent required to enable such holders to
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sell Registrable Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as
such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by
the SEC. Upon request, the Company shall deliver to any holder of Registrable Securities a written
statement as to whether it has complied with such requirements. The Company shall at all times use
its best efforts to cause the Common Stock into which the Preferred Stock is convertible to be listed on one or more of the New York Stock Exchange, the American Stock
Exchange or the Nasdaq National Market System.
(g) Successors and Assigns. All covenants and agreements in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not. In addition, whether or
not any express assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
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(k) Governing Law. The corporate law of the State of Delaware shall govern all issues
and questions concerning the relative rights of the Company and its stockholders. All other issues
and questions concerning the construction, validity, interpretation and enforcement of this
Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of
law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Delaware.
JDA Software Group, Inc.
00000 X. 00xx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
00000 X. 00xx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
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Attn: Xxxxxx Xxxxxx
Telecopy No.: (000) 000-0000
Telecopy No.: (000) 000-0000
with a copy to:
DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP
0000 Xxxxx Xxxxx Xxxxx., Xxx. 000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
0000 Xxxxx Xxxxx Xxxxx., Xxx. 000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.
| JDA SOFTWARE GROUP, INC. | ||||||
| By: Its: |
/s/
|
|||||
| XXXXX XXXXXXX FUND VII, L.P. | ||||||
| By: | TC Partners VII, L.P. | |||||
| Its: | General Partner | |||||
| By: | Xxxxx Xxxxxxx Equity Partners | |||||
| Its: | General Partner | |||||
| By: | /s/
|
|||||
| Its: | Managing Director | |||||
| XXXXX XXXXXXX FRIENDS FUND VII, L.P. | ||||||
| By: | TC Partners VII, L.P. | |||||
| Its: | General Partner | |||||
| By: | Xxxxx Xxxxxxx Equity Partners | |||||
| Its: | General Partner | |||||
| By: Its: |
/s/
|
|||||
SCHEDULE OF INVESTORS
Xxxxx Xxxxxxx Fund VII, X.X.
Xxxxx Xxxxxxx Friends Fund VII, L.P.
c/o Xxxxx Xxxxxxx Equity Partners
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Xxxxx Xxxxxxx Friends Fund VII, L.P.
c/o Xxxxx Xxxxxxx Equity Partners
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxxxx & Xxxxx LLP
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000