EXHIBIT 99.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of March 6, 2000 (the "Effective Date") by and between VeriSign, Inc.,
a Delaware corporation ("Parent"), and SAIC Venture Capital Corporation, a
Nevada corporation (the "Holder"), who immediately prior to the Effective Time
of the Merger (as defined below) is a stockholder of Network Solutions, Inc., a
Delaware corporation ("NSI").
RECITALS
A. Parent, NSI and Nickel Acquisition Corporation ("Merger Sub") have
entered into an Agreement and Plan of Merger (the "Plan") dated as of the date
hereof, pursuant to which Merger Sub will merge with and into NSI in a reverse
triangular merger with NSI to be the surviving corporation of the Merger (the
"Merger"). Capitalized terms used herein and not defined herein shall have the
meanings given in the Merger Agreement.
B. In connection with the Merger, Parent desires to grant to Holder
certain registration rights with respect to the shares of the Parent Common
Stock that are issued to Holder in the Merger (the "Merger Shares"), subject to
the terms and conditions set forth in this Agreement.
In consideration of the foregoing and the representations, warranties,
covenants and agreements set forth in this Agreement, the parties agree as
follows:
1. REGISTRATION RIGHTS.
1.1 Definitions. For purposes of this Section 1:
(a) Registration. The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act of 1933, as
amended (the "Securities Act"), and the declaration or ordering of
effectiveness of such registration statement.
(b) Registrable Securities. The term "Registrable Securities" means:
(1) all of the Merger Shares, and (2) any shares of Common Stock of Parent
issued as a dividend or other distribution with respect to, or in exchange for
or in replacement of, the Merger Shares; excluding in all cases, however, any
Registrable Securities sold in a public offering pursuant to a registration
statement filed with the SEC or sold to the public pursuant to Rule 144
promulgated under the Securities Act ("Rule 144") or Rule 145 under the
Securities Act ("Rule 145") or otherwise.
(c) Prospectus. The term "Prospectus" shall mean the prospectus
included in any Registration Statement filed pursuant to the provisions hereof
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement
(including, without limitation, any prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement), and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.
(d) SEC. The term "SEC" or "Commission" means the U.S. Securities and
Exchange Commission.
1.2 Demand Registration.
(a) Request by Holders. Any time after six months following the date
of this Agreement, if the Parent shall receive a written request from the Holder
that Parent file a registration statement under the Securities Act covering the
registration of not less than 2,000,000 shares of Registrable Securities
pursuant to this Section 1.2, then Parent shall, as soon as practicable, effect
the registration under the Securities Act of all Registrable Securities that
Holder requests to be registered and included in such registration.
(b) Underwriting. If the Holder intends to distribute the Registrable
Securities covered by its request by means of an underwriting, then it shall so
advise the Parent as a part of its request made pursuant to this Section
1.2(a). The Holder shall enter into an underwriting agreement in customary form
with the managing underwriter or underwriters selected for such underwriting by
the Holder, which managing underwriter or underwriters shall be reasonably
satisfactory to the Parent. Notwithstanding any other provision of this Section
1.2, if the underwriter(s) advise(s) the Parent in writing that marketing
factors require a limitation of the number of securities to be underwritten
then the Parent shall so advise the Holder, and the number of Registrable
Securities that may be included in the underwriting shall be reduced as
required by the underwriter(s) and allocated first to the Holder and second to
the Parent or other stockholders of the Parent; provided, however, that the
number of shares of Registrable Securities to be included in such underwriting
and registration shall not be reduced unless all other securities of the Parent
are first entirely excluded from the underwriting and registration. Any
Registrable Securities excluded and withdrawn from such underwriting shall be
withdrawn from the registration.
(c) Maximum Number of Demand Registrations. The Parent is obligated to
effect only one such registration during any six month period and three (3)
such registrations in the aggregate pursuant to this Section 1.2.
(d) Deferral. Notwithstanding the foregoing, if the Parent shall
furnish to Holder, a certificate signed by the President or Chief Executive
Officer of the Parent stating that in the good faith judgment of the Board of
Directors of the Parent, it would be seriously detrimental to the Parent and
its shareholders for such registration statement to be filed and it is
therefore essential to defer the filing of such registration statement, then
the Parent shall have the right to defer such filing for a period of not more
than 60 days after receipt of the request of the Holder; provided, however,
that the Parent may not utilize this right more than once in any twelve month
period.
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(e) Expenses. All expenses incurred in connection with a registration
pursuant to this Section 1.2, including without limitation all registration and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Parent, (but excluding underwriters' discounts and
commissions), shall be borne by the Parent. The Holder shall bear a
proportionate share (based on the total number of shares sold in such
registration for the account of the Holder) of all discounts, commissions or
other amounts payable to underwriters or brokers in connection with such
offering and the fees and disbursements of any separate counsel retained by the
Holder. Notwithstanding the foregoing, the Parent shall not be required to pay
for any expenses of any registration proceeding begun pursuant to this Section
1.2 if the registration request is subsequently withdrawn at the request of the
Holder, unless the Holder agrees to forfeit its right to demand registration
pursuant to this Section 1.2; provided, further, however, that if at the time
of such withdrawal, the Holder has learned of a material adverse change in the
condition, business, or prospects of the Parent not known to the Holder at the
time of its request for such registration and has withdrawn its request for
registration with reasonable promptness after learning of such material adverse
change, then the Holder shall not be required to pay any of such expenses and
shall retain its rights pursuant to this Section 1.2.
1.3 Piggyback Registrations. The Parent shall notify the Holder in
writing at least thirty days prior to filing any registration statement under
the Securities Act for purposes of effecting a public offering of securities of
the Parent (excluding registration statements relating to any employee benefit
plan or a corporate reorganization) and will afford Holder an opportunity to
include in such registration statement all or any part of the Registrable
Securities then held by Holder. Holder shall, within twenty days after receipt
of the above-described notice from the Parent, so notify the Parent in writing,
and in such notice shall inform the Parent of the number of Registrable
Securities Holder wishes to include in such registration statement. If Holder
decides not to include or does not sell all of its Registrable Securities in
any registration statement thereafter filed by the Parent, Holder shall
nevertheless continue to have the right to include any Registrable Securities
in any subsequent registration statement or registration statements as may be
filed by the Parent with respect to offerings of its securities, all upon the
terms and conditions set forth herein.
(a) Underwriting. If a registration statement under which the Parent
gives notice under this Section 1.3 is for an underwritten offering, then the
Parent shall so advise the Holder. In such event, the right of Holder's
Registrable Securities to be included in a registration pursuant to this
Section 1.3 shall be conditioned upon Holder's participation in such
underwriting and the inclusion of Holder's Registrable Securities in the
underwriting to the extent provided herein. Holder, when proposing to
distribute its Registrable Securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter
or underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Agreement, if the managing underwriter determine(s) in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares (including
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first, to shareholders exercising any demand registration
rights, second to the Parent, and third, to the Holder. If Holder disapproves
of the terms of any such underwriting, Holder may elect to withdraw therefrom
by written notice to the Parent and the underwriter, delivered at least ten
(10) days prior to the effective date of the
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registration statement. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration.
(b) Expenses. All expenses incurred in connection with a registration
pursuant to this Section 1.3 (excluding underwriters' and brokers' discounts
and commissions), including, without limitation all federal and "blue sky"
registration and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Parent shall be borne by the Parent.
1.4 Obligations of the Parent. Whenever required to effect the
registration of any Registrable Securities under this Agreement, the Parent
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use reasonable, diligent efforts to
cause such registration statement to become effective, and, upon the request of
Holder, keep such registration statement effective for up to ninety days.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement.
(c) Furnish to Holder such number of copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by them that are
included in such registration.
(d) Use reasonable, diligent efforts to register and qualify the
securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by
Holder, provided that the Parent shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter(s) of such offering. Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(f) Notify Holder at any time when a prospectus relating to the
Registrable Securities covered by such registration statement 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, 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.
1.5 Furnish Information. It shall be a condition precedent to the
obligations of the Parent to take any action pursuant to Sections 1.2 or 1.3
that Holder shall furnish to the
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Parent such information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of such securities as shall be
required to timely effect the registration of its Registrable Securities.
1.6 Delay of Registration. Holder shall not have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.
1.7 Indemnification. In the event any Registrable Securities are
included in a registration statement under Sections 1.2 or 1.3:
(a) By the Parent. To the extent permitted by law, the Parent will
indemnify and hold harmless Holder, any officer or director of Holder, any
underwriter (as defined in the Securities Act) for Holder and each person, if
any, who controls Holder or such underwriter within the meaning of the
Securities Act or the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively, "Violations" and, individually, a "Violation"):
(1) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto;
(2) 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
(3) any violation or alleged violation by the Parent of the
Securities Act or Exchange Act, any U.S. federal or state securities law
or any rule or regulation promulgated under the Securities Act or Exchange
Act, or any U.S. federal or state securities law in connection with the
offering covered by such registration statement.
and the Parent will reimburse Holder, any officer or director of Holder,
underwriter or such controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided however,
that the indemnity agreement contained in this subsection 1.7(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Parent
(which consent shall not be unreasonably withheld), nor shall the Parent be
liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by Holder, such underwriter or
controlling person.
(b) By Holder. To the extent permitted by law, Holder will indemnify
and hold harmless the Parent, each of its directors, each of its officers who
have signed the registration statement, each person, if any, who controls the
Parent within the meaning of the Securities Act and any underwriter against any
losses, claims or liabilities to which such person
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may become subject under the Securities Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by Holder
expressly for use in connection with such registration; and Holder will
reimburse any legal or other expenses reasonably incurred by the Parent or any
such director, officer, controlling person or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
1.7(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; and provided
further, that the total amounts payable in indemnity by Holder under this
subsection 1.7(b) in respect of any Violation, together with the amount of any
damages that such Holder, its directors, officers or any person who controls
such Holder has otherwise been required to pay by reason of such Violation
shall not exceed the net proceeds received by such Holder in the registered
offering out of which such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party under this
Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.7,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential conflict of interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 1.7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section
1.7.
(d) Defect Eliminated in Final Prospectus. The foregoing indemnity
agreements of the Parent and Holder are subject to the condition that, insofar
as they relate to any Violation made in a preliminary prospectus but eliminated
or remedied in the amended prospectus on file with the SEC at the time the
registration statement in question becomes effective or the amended prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such
indemnity agreement shall not inure to the benefit of any person if a copy of
the Final Prospectus was furnished to the indemnified party and was not
furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act, but only to
the extent such failure to deliver the Final Prospectus is the fault of the
indemnified party or any person acting on such indemnified person's behalf.
(e) Contribution. In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (1) Holder or
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any controlling person of Holder, makes a claim for indemnification pursuant to
this Section 1.7 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 1.7 provides for indemnification in such case, or (2) contribution
under the Securities Act may be required on the part of Holder or any such
officer, director or controlling person in circumstances for which
indemnification is provided under this Section 1.7; then, and in each such
case, the Parent and 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 faults of
the indemnifying party, on the one hand, and of the indemnified party, on the
other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of the indemnifying
party, on the one hand, and of the indemnified party, on the other hand, shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact relates to information supplied by
the Parent, on the one hand, or by the Holder, on the other, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Parent and the Holder agree that it
would not be just and equitable if contribution pursuant to this Section 1.7(e)
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding any other provision in this
Section 1.7, (A) Holder will not be required to contribute any amount in excess
of the public offering price of all such Registrable Securities offered and
sold by Holder pursuant to such registration statement less the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission; and (B) 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.
(f) Survival. The obligations of the Parent and Holder under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement, and otherwise.
1.8 Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Registrable Securities to the public without registration,
after such time as a public market exists for the Common Stock of the Parent,
the Parent agrees to:
(a) Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times after
the effective date of the first registration under the Securities Act filed by
the Parent for an offering of its securities to the general public;
(b) Use reasonable, diligent efforts to file with the Commission in a
timely manner all reports and other documents required of the Parent under the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); and
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(c) So long as Holder owns any Registrable Securities, to furnish to
the Holder forthwith upon request a written statement by the Parent as to its
compliance with the reporting requirements of said Rule 144, the Securities Act
and the Exchange Act, a copy of the most recent annual or quarterly report of
the Parent, and such other reports and documents of the Parent as a Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing Holder to sell any such securities without registration.
1.9 Termination of the Parent's Obligations. The Parent shall have no
obligations pursuant to Sections 1.2 and 1.3 with respect to (a) any request or
requests for registration made by Holder after March 6, 2005, or (b) any
Registrable Securities proposed to be sold by Holder in a registration pursuant
to Section 1.2 or 1.3 if the Parent has delivered a written opinion addressed
to Holder to the effect that all such Registrable Securities proposed to be
sold by Holder may be sold in a three-month period without registration under
the Securities Act pursuant to Rule 144 or Rule 145 without restrictions with
respect to notice, manner of sale or current public information as provided in
such Rules.
1.10 Termination of NSI Registration Rights. Upon the effectiveness of
the Merger, all of the Holders rights and NSI's obligations under the
Registration Rights Agreement between them shall be terminated and shall be of
no further force or effect.
2. GENERAL PROVISIONS.
2.1 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed duly given upon delivery either by commercial
delivery service, or sent via facsimile (receipt confirmed) to the parties at
the following address or facsimile numbers (or at such other address or
facsimile numbers for a party as shall be specified by like notice):
(a) if to Parent, at:
VeriSign, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: 650) 961-7300
with a copy to:
Fenwick & West LLP
Xxx Xxxx Xxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
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(b) If to Holder:
SAIC Venture Capital Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxx X. Xxxxxx
President
Any party hereto may by notice so given provide and change its address for
future notices hereunder. Notice shall conclusively be deemed to have been
given when personally delivered or when deposited in the mail in the manner set
forth above.
2.2 Entire Agreement. This Agreement and the Plan constitute and
contains the entire agreement and understanding of the parties with respect to
the subject matter hereof and supersede any and all prior negotiations,
correspondence, agreements, understandings, duties or obligations between the
parties respecting the subject matter hereof.
2.3 Amendment of Rights. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of Parent and Holder. Any amendment or waiver effected in
accordance with this Section 2.3 shall be binding upon Holder and Parent.
2.4 Governing Law. This Agreement shall be governed by and construed
exclusively in accordance with the laws of the State of California, excluding
that body of law relating to conflict of laws.
2.5 Severability. In the event that any provision of this Agreement or
the application thereof, becomes or is declared by a court of competent
jurisdiction to the illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provisions of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.
2.6 Third Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.
2.7 Assignment. No party may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written
consent of the other parties hereto. Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Any purported
assignment in violation of this Section shall be void.
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2.8 Captions. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used
to construe or interpret this Agreement.
2.9 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
2.10 Attorneys' Fees. In the event that any action, suit or other
proceeding is instituted concerning or arising out of this Agreement or any
transaction contemplated hereunder, the prevailing party shall recover all of
such party's costs and attorneys' fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.
2.11 Legends.
Holder understands that prior to the effectiveness of the Registration
Statement certificates or other instruments representing any of the Registrable
Securities acquired by Holder will bear legends substantially similar to the
following, in addition to any other legends required by federal or state laws:
THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 145(d) OF SUCH ACT.
Holder agrees that, in order to ensure and enforce compliance with the
restrictions imposed by applicable law and those referred to in the foregoing
legends, or elsewhere herein, Parent may, prior to the effectiveness of the
Registration Statement issue appropriate "stop transfer" instructions to its
transfer agent, if any, with respect to any certificate or other instrument
representing Registrable Securities, or if Parent transfers its own securities,
that it may make appropriate notations to the same effect in Parent's records.
2.12 Waiver of Jury Trial. EACH OF COMPANY AND HOLDER HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF COMPANY OR HOLDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed by their duly authorized respective officers as
of the date first above written.
VERISIGN, INC.
By:
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Name:
Title:
SAIC VENTURE CAPITAL CORPORATION
By:
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Name:
Title
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