REGISTRATION RIGHTS AGREEMENT
BY AND BETWEEN
DELTAPOINT, INC.
AND
INLET, INC.
NOVEMBER 19, 1997
TABLE OF CONTENTS
PAGE
1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Restrictions on Transferability . . . . . . . . . . . . . . . . . . . . . 2
3. Restrictive Legend. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Notice of Proposed Transfers. . . . . . . . . . . . . . . . . . . . . . . 3
5. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Limitations on Registration Obligation . . . . . . . . . . . . . . . 4
(c) Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Expenses of Registration. . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. Information by Holder . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Limitations on Registration of Issues of Securities . . . . . . . . . . . 8
11. Rule 144 Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. No-Action Letter or Opinion of Counsel in Lieu of Registration. . . . . . 9
13. Transfer or Assignment of Registration Rights . . . . . . . . . . . . . . 9
14. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
17. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
18. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .00
XXXXXXXXXX, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made as of
November 19, 1997, by and between DeltaPoint, Inc., a California corporation
(the "COMPANY") and Inlet, Inc. (the "SHAREHOLDER").
A. Concurrent with the execution and delivery of this Agreement, the
Shareholder is receiving certain shares (the "SHARES") of the Company's
Common Stock pursuant to an Agreement and Plan of Reorganization dated the
date hereof (the "Merger Agreement") by and among the Company, Shareholder,
Inlet Acquisition Corp. and Inlet Divestiture Corp.
B. In connection with the receipt of such shares, the Shareholder
wishes to obtain certain registration and other rights from the Company and
the Company wishes the Shareholder to be subject to certain obligations.
NOW, THEREFORE, in reliance on the foregoing recitals, and in and for
the mutual covenants and consideration set forth herein, the parties hereto
agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
"COMMON STOCK" shall mean the common stock of the Company.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"HOLDER" shall mean any holder, or an assignee under Section 13
hereof, of outstanding Registrable Securities.
The terms "REGISTER", "REGISTERED" and "REGISTRATION" shall refer
to a registration effected by preparing and filing a registration statement
in compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRABLE SECURITIES" shall mean the Shares and any shares of
Common Stock issued in respect of securities issued pursuant to the
conversion of the Shares upon any stock split,
stock dividend, recapitalization, substitution, or similar event; provided,
however, that Registrable Securities shall not include any (a) shares of
Common Stock which have previously been registered, (b) shares of Common
Stock which have previously been sold to the public, or (c) securities which
would otherwise be Registrable Securities held by a Holder who is then
permitted to sell all of such securities within any three (3) month period
following the Company's initial public offering pursuant to Rule 144 if such
securities then held by such Holder constitute less than one percent of the
Company's outstanding equity securities.
"REGISTRATION EXPENSES" shall mean all expenses (excluding
underwriting discounts and selling commissions) incurred in connection with a
registration under Sections 5 and 6 hereof, including, without limitation,
all registration and filing fees, printing expenses, fees and disbursements
of counsel for the Company, blue sky fees and expenses, and the expense of
any special audits incident to or required by any such registration.
"RESTRICTED SECURITIES" shall mean the securities of the Company
required to bear or bearing the legend set forth in Section 3 hereof.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
"SELLING EXPENSES" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities.
"SHARES" shall mean shares of the Company's Common Stock received
by the Shareholder pursuant to the terms of the Merger Agreement.
2. RESTRICTIONS ON TRANSFERABILITY. The Restricted Securities held by
the Shareholder shall not be transferred except upon the conditions specified
in this Agreement, which conditions are intended to insure compliance with
the provisions of the Securities Act or, in the case of Section 14 hereof, to
assist in an orderly distribution. The Shareholder will cause any proposed
transferee of Restricted Securities held by the Shareholder to agree to take
and hold those securities subject to the provisions and upon the conditions
specified in this Agreement to the extent still applicable or effective.
3. RESTRICTIVE LEGEND. Each certificate representing (i) the Shares
and (ii) any securities issued in respect of the Shares upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event,
shall (unless otherwise permitted or unless the securities evidenced by such
certificate shall have been registered under the Securities Act) be stamped
or otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED
-2-
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY
STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES
OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND
RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE
CORPORATION.
Upon request of a holder of such a certificate, the Company shall
remove the foregoing legend from the certificate or issue to such holder a
new certificate therefor free of any transfer legend, if, with such request,
the Company shall have received either the opinion referred to in Section
4(i) or the "no-action" letter referred to in Section 4(ii) to the effect
that any transfer by such holder of the securities evidenced by such
certificate will not violate the Securities Act and applicable state
securities laws, unless any such transfer legend may be removed pursuant to
Rule 144(k), in which case no such opinion or "no-action" letter shall be
required.
4. NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in
all respects with the provisions of this Section 4. Prior to any proposed
transfer of any Restricted Securities (other than under circumstances
described in Section 5 hereof), the holder thereof shall give written notice
to the Company of such holder's intention to effect such transfer. Each such
notice shall describe the manner and circumstances of the proposed transfer
in sufficient detail, and shall be accompanied (except in transactions in
compliance with Rule 144 promulgated under the Securities Act or for a
transfer to a holder's spouse, ancestors, descendants or a trust for any of
their benefit, or in transactions involving the distribution without
consideration of Restricted Securities by a holder to any of its partners or
retired partners or to the estate of any of its partners or retired partners)
by either (i) a written opinion of legal counsel to the holder who shall be
reasonably satisfactory to the Company, addressed to the Company and
reasonably satisfactory in form and substance to the Company's counsel, to
the effect that the proposed transfer of the Restricted Securities may be
effected without registration under the Securities Act or (ii) a "NO-ACTION"
letter from the Commission to the effect that the distribution of such
securities without registration will not result in a recommendation by the
staff of the Commission that action be taken with respect thereto, whereupon
the holder of such Restricted Securities shall be entitled to transfer such
Restricted Securities in accordance with the terms of the notice delivered by
such holder to the Company. Each certificate evidencing the Restricted
Securities transferred as above provided shall bear the restrictive legend
set forth in Section 3 above, except that such certificate shall not bear
such restrictive legend if the opinion of counsel or "no-action" letter
referred to above expressly indicates that such legend is not required in
order to establish compliance with the Act or if such legend is no longer
required pursuant to Rule 144(k).
5. REGISTRATION.
-3-
(a) GENERAL. By execution hereof, the Shareholder shall be deemed
to have made a request of the Company for registration of the Shareholder's
Registrable Securities. As a consequence, prior to the date occurring six
months after the date hereof, but subject to the conditions set forth below
in Section 5(b) below, the Company shall use its best efforts to effect and
complete registration (including, without limitation, the execution of an
undertaking to file post effective amendments, appropriate qualification
under applicable blue sky or other state securities laws and appropriate
compliance with applicable regulations issued under the Securities Act) as
would permit or facilitate the sale and distribution of all of such
Registrable Securities. If the Company is unsuccessful in effecting and
completing such registration of all such Registrable Securities, the
Shareholder, or its successors, may thereafter make two (2) more such
registration request.
(b) LIMITATIONS ON REGISTRATION OBLIGATION.
(i) The Company shall not be obligated to effect, or to take
any action to effect, any such registration pursuant to this Section 5 in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service
in such jurisdiction and except as may be required by the Securities Act.
(ii) If the Company shall furnish to the Holders a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its shareholders for such registration
statement to be filed on or before the time filing would be required and it
is therefore essential to defer the filing of such registration statement,
the Company shall have the right to defer such filing (but not more than
twice) for a period of not more than sixty (60) days after the date by which
such registration would otherwise be required.
The registration statement filed pursuant to the request of the
Holders, may, subject to the provisions of Section 5(c) below, include other
securities of the Company which are held by officers or directors of the
Company or any other persons who, by virtue of agreements with the Company in
full force and effect as of the date hereof, are entitled to include their
securities in any such registration, but the Company shall have no right to
include any of its securities in any such registration except as provided in
Section 5(c) below.
(c) UNDERWRITING. If Holders holding at least 60% of the Shares
intend to distribute the Registrable Securities covered by their request by
means of an underwriting, they shall so advise the Company at least three
months prior to the date that registration is to be effected pursuant to
Section 5(a), without regard to the effect of Section 5(b). The right of any
Holder to registration pursuant to Section 5 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such
Holder's eligible Registrable Securities in the underwriting to
-4-
the extent provided herein. A Holder may elect to include in such
underwriting all or a part of the Registrable Securities he holds that are
eligible for such registration.
If officers or directors of the Company shall request inclusion of
securities of the Company other than Registrable Securities in any
registration pursuant to Section 5, or if holders of securities of the
Company who are entitled by contract with the Company in full force and
effect as of the date hereof to have securities included in such a
registration (such officers, directors, and other shareholders being
collectively referred to as the "OTHER SHAREHOLDERS") request such inclusion,
the Holders shall offer to include the securities of such Other Shareholders
in the underwriting and may condition such offer on the acceptance by the
Other Shareholders of the further applicable provisions of this Agreement.
The Company shall (together with all Holders and Other Shareholders proposing
to distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters (the "UNDERWRITER") selected for such
underwriting by sixty percent (60%) of the Holders and reasonably acceptable
to the Company. Notwithstanding any other provision of this Section 5, if
the Underwriter determines that marketing factors require a limitation on the
number of shares to be underwritten and so advises the Holders and the
Company in writing, then the number of shares of Registrable Securities that
may be included in the registration and underwriting shall be allocated among
all such Holders in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities owned by such Holders at the time of filing
such registration statement and eligible for inclusion in registration and no
shares of Other Shareholders shall be included in such registration. No
Registrable Securities excluded from the underwriting by reason of the
Underwriter's marketing limitation shall be included in such registration.
If any Holder or Other Shareholder disapproves of the terms of any such
underwriting, such holder may elect to withdraw therefrom by written notice
to the Company and the Underwriter. Any Registrable Securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
If the Underwriter has not limited the number of Registrable Securities or
other securities to be underwritten, the Company may include its securities
for its own account in such registration if the underwriter so agrees and if
the number of Registrable Securities and other securities which would
otherwise have been included in such registration and underwriting will not
thereby be limited.
6. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
this Agreement shall be borne by the Company, and all Selling Expenses shall
be borne by the holders of the securities so registered pro rata on the basis
of the number of their shares so registered; provided, however, that the
Company shall not be required to pay any Registration Expenses if, as a
result of the withdrawal of a request for registration by Holders, the
registration statement does not become effective, unless such withdrawal is
caused by a material adverse change in the business or operations of the
Company after such request for registration or unless the Company's
securities for its own account are or were included in the Registration and
the Company consummates its offering pursuant to such Registration. If the
Company is not required to pay any Registration Expenses, then the Holders
and Other Shareholders requesting registration shall bear such Registration
Expenses pro rata on the basis of the number of their shares so included in
the registration request.
-5-
7. REGISTRATION PROCEDURES. In the case of each registration effected
by the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of such registration and as to the
completion thereof. At its expense, the Company will:
(a) Keep such registration effective for a period of one-hundred
and eighty (180) days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto,
whichever first occurs; and
(b) Furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request; and
(c) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 5 hereof, the Company will
enter into any underwriting agreement reasonably necessary to effect the
offer and sale of Registrable Securities, provided such underwriting
agreement contains customary underwriting provisions, and provided further
that if the underwriter so requests the underwriting agreement will contain
customary indemnification and contribution provisions, and provided further
that the Underwriter is reasonably acceptable to the Company.
Notwithstanding the foregoing, the Company shall have the right to
suspend sales of Registrable Securities by Holders who propose to sell such
Registrable Securities pursuant to Section 5 hereof in the event that the
Company determines, in its good faith judgment, that there exists material
information regarding the Company that has not been disclosed to the public
and which is not disclosed (or incorporated by reference) in the registration
statement covering such Registrable Securities (the "UNDISCLOSED MATERIAL
INFORMATION"). In furtherance of the foregoing, prior to making any such
sale, any such Holder shall furnish to the Company a written notice stating
that it intends to make a sale. Within two (2) days of receipt of such
notice, the Company shall provide written notice to the Holders proposing to
sell Registrable Securities as to whether the Company shall suspend such sale
due to the existence of Undisclosed Material Information. The Holders shall
suspend any further sale of Registrable Securities pursuant to the
registration statement until the Company advises such Holders that the
registration statement has been amended. In such event, the Company shall
cause the registration statement to be amended as soon as reasonably
practicable. For such time period that the Holders are not permitted to sell
Registrable Securities registered under a registration statement as a result
of the application of the provisions of this paragraph, such registration
statement shall not be considered effective during such time period for the
purpose of any provision of this Agreement that relates to the time period
for which such registration statement shall remain effective.
8. INDEMNIFICATION.
(a) The Company will indemnify each Holder, each of its officers,
directors and partners, and each person controlling such Holder, if Registrable
Securities held by such Holder are
-6-
included in the securities with respect to which registration, qualification
or compliance has been effected pursuant to this Agreement, and each
underwriter, if any, and each person who controls any underwriter, against
all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any prospectus, offering circular or other
document (including any related registration statement, notification or the
like) incident to any such registration, qualification or compliance, or
based on any omission (or alleged 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 were made, not misleading, or any
violation by the Company of the Securities Act, Exchange Act, applicable blue
sky law or other state securities laws including any rule or regulation
thereunder applicable to the Company relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder, each of its officers,
directors and partners, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with investigating
and defending any such claim, loss, damage, liability or action, provided
that the Company will not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement (or alleged untrue statement) or omission (or alleged
omission) based upon written information furnished to the Company by such
Holder or underwriter and stated to be specifically for use therein.
(b) Each Holder and Other Shareholder will, if Registrable
Securities or other securities held by such Holder are included in the
securities as to which such registration, qualification or compliance is
being effected, indemnify the Company, each of its directors, officers and
agents and each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act and the rules and
regulations thereunder, each other such Holder and Other Shareholder and each
of their officers, directors and partners, and each person controlling such
Holder or Other Shareholder, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained
in any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged 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 were made, not
misleading, and will reimburse the Company and such Holders, Other
Shareholders, directors, officers, agents, partners, persons, underwriters or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating of defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder or Other Shareholder and
stated to be specifically for use therein; provided, however, that the
obligations of such Holders and Other Shareholders hereunder shall be limited
to an amount equal to the proceeds to each such Holder or Other Shareholder
of securities sold as contemplated herein.
-7-
(c) Each party entitled to indemnification under this Section 8
(the "INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought
and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified
Party may participate in such defense at such party's expense, and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Agreement. No Indemnifying Party in the defense of any such claim or
litigation shall, except with the consent of each 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. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.
9. INFORMATION BY HOLDER. Each Holder and each Other Shareholder
holding securities included in any registration shall furnish to the Company
such information regarding such Holder or Other Shareholder as the Company
may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Agreement.
10. LIMITATIONS ON REGISTRATION OF ISSUES OF SECURITIES. From and
after the date of this Agreement, the Company shall not enter into any
agreement with any holder or prospective holder of any securities of the
Company giving such holder or prospective holder the right to require the
Company to initiate any registration of any securities of the Company in
conflict with the rights granted to the Shareholders hereunder. Any right
given by the Company to any holder or prospective holder of the Company's
securities in connection with the registration of securities shall be
conditioned such that it shall be consistent with the provisions of this
Agreement and with the rights of the Holders provided in this Agreement.
11. RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the Commission which may permit the sale
of the Restricted Securities to the public without registration, the Company
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
from and after the date occurring nine months after the date hereof;
-8-
(b) Use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act at any time after it has become subject
to such reporting requirements;
(c) So long as a Shareholder owns any Restricted Securities,
furnish to the Shareholder forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 (at
any time from and after the date occurring six months after the date hereof),
and of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and
documents so filed as a Shareholder may reasonably request in availing itself
of any rule or regulation of the Commission allowing a Shareholder to sell
any such securities without registration.
12. NO-ACTION LETTER OR OPINION OF COUNSEL IN LIEU OF REGISTRATION.
Notwithstanding anything in this Agreement to the contrary, if the Company
shall have obtained from the Commission a "no-action" letter in which the
Commission has indicated that it will take no action if, without registration
under the Securities Act, any Holder disposes of Registrable Securities
covered by any request for registration made under this Agreement in the
manner in which such Holder proposes to dispose of the Registrable Securities
included in such request, or if in the opinion of counsel for the Company
concurred in by counsel for such Holder no registration under the Securities
Act is required in connection with such disposition, the Registrable
Securities included in such request shall not be eligible for registration
under this Agreement; provided, however, with respect to any Holder who may
deemed to be an "AFFILIATE," as that term is defined under Rule 144, if,
notwithstanding the opinion of such counsel, the Holder is unable to dispose
of all of the Registrable Securities included in his request in the manner in
which such Holder so proposes without registration, the Registrable
Securities included in such request shall be eligible for registration under
this Agreement.
13. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Shareholder's securities granted to Shareholder by
the Company under Section 5 hereof may be transferred or assigned by
Shareholder to any of the following persons ("PERMITTED TRANSFEREES"): (i)
any partner, former partner or affiliate of such Shareholder or (ii) a
transferee or assignee holding at least 100,000 shares of Restricted
Securities, provided that the Company is given written notice by Shareholder
at the time of said transfer or assignment, stating the name and address of
said transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned, and
provided further that the transferee or assignee of such rights is not deemed
by the Board of Directors of the Company, in its reasonable judgment, to be a
competitor of the Company; and provided further that the transferee or
assignee of such rights assumes the obligations of a Shareholder under this
Agreement.
14. GOVERNING LAW. This Agreement and the legal relations between the
parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of California.
15. ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties regarding rights to
registration. Except as otherwise expressly
-9-
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.
16. NOTICES, ETC. Any and all notices permitted or required to be
given under this Agreement must be in writing. Notices will be deemed given
(i) when personally received or when sent by facsimile transmission (to the
receiving party's facsimile number), (ii) on the first business day after
having been sent by commercial overnight courier with written verification of
receipt, or (iii) on the third business day after having been sent by
registered or certified mail from a location on the United States mainland,
return receipt requested, postage prepaid, whichever occurs first, at the
address set forth below or at any new address, notice of which will have been
given in accordance with this Section:
If to DeltaPoint: DeltaPoint, Inc.
000 Xx Xxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx X. Ait
With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx Xxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxx, Esq.
If to a Shareholder or any Shareholder's assignee or transferee meeting the
requirements of Section 13, at such Shareholder's address set forth on the
signature page of this Agreement or at such other address provided to
DeltaPoint by such Shareholder or any such assignee or transferee.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
18. AMENDMENTS. Any provision of this Agreement may be amended, waived or
modified upon the written consent of the Company and the Shareholders (or their
assignees to whom Shareholders have expressly assigned their rights in
compliance with Section 13 hereof) who then hold at least fifty percent (50%) of
the Registrable Securities then held by persons entitled to registration rights
hereunder provided further, any such amendment, waiver or modification applies
by its terms to each applicable Shareholder and each such assignee and, provided
further, that a Shareholder or such assignee hereunder may waive any of such
Holder's rights or the Company's obligations hereunder without obtaining the
consent of any other Shareholder or assignee.
-10-
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
DELTAPOINT, INC.
By:
------------------------------------------
Name: Xxxxxxx X. Ait
Title: Chief Executive Officer
SHAREHOLDER
INLET, INC.
----------------------------------------------
(Print Name of Shareholder)
----------------------------------------------
(Signature of Shareholder or Authorized Signatory)
XXXXX XXXXXXX
----------------------------------------------
(Print Name and Title of Authorized Signatory)
Address: 000 XXXXX XXXXXX X.X.
-------------------------------------
XXXXX XXXXXX, XXXX 00000
-------------------------------------
-11-
