1
EXHIBIT 99.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of this
19th day of April, 2000, by and among PROXICOM, INC., a Delaware corporation
(the "Company"), and the persons listed on Schedule 1 hereto (each individually
a "Shareholder," and collectively the "Shareholders").
WHEREAS, pursuant to a Share Exchange Agreement dated as of April 11,
2000 (the "Share Exchange Agreement"), by and among the Company and the
shareholders of Clarity IBD Limited, a private company limited by shares
incorporated and registered under the laws of England and Wales with registered
number 3186947 ("Target"), the Company is acquiring all of the issued and
outstanding ordinary share capital of the Target in exchange for shares of
common stock of the Company and cash (the "Exchange");
WHEREAS, the Shareholders are to be granted certain registration rights
with respect to certain of the shares of common stock to be issued to the
Shareholders by the Company in the Exchange; and
WHEREAS, the Company and the Shareholders desire to set forth the rights
and obligations of the parties with respect to such registration rights.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements of the parties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. DEFINITIONS. The following terms as used herein shall have the
following meanings:
"Closing Date" means the date on which the Exchange and the
transactions contemplated by the Share Exchange Agreement are consummated.
"Commission" means the United States Securities and Exchange Commission
and any other similar or successor agency of the United States federal
government then administering the Securities Act or the Exchange Act.
"Common Stock" means the common stock of the Company, par value $0.01
per share.
"Company" shall have the meaning specified in the introductory
paragraph of this Agreement.
2
"Exchange Act" means the United States Securities Exchange Act of 1934,
as amended, or any similar United States federal statute then in effect, and
any reference to a particular section thereof shall include a reference to the
comparable section, if any, of any such similar federal statute, and the rules
and regulations thereunder.
"Holder" or "Holders" shall mean the Shareholders and any Permitted
Transferees of any Shareholders, but in each case only so long as each such
Person continues to hold any Registrable Securities.
"Permitted Transferees" means, with respect to any transfer of
Registrable Securities by a Shareholder, (i) a trust or custodial account for
the sole benefit of the Shareholder, provided that each trustee who may vote any
Common Stock shall be the Shareholder or a bank or trust company, and (ii) the
successors or assigns of the Shareholder, provided that the Company was given
written notice at the time or within a reasonable time after the transfer
identifying the name and address of the transferee and the number of Registrable
Securities transferred, and provided further that such transferee assumes in
writing the obligations of the Shareholders under this Agreement insofar as the
obligations relate to the Registrable Securities transferred by the Shareholder
(it being understood that the Shareholder shall also remain primarily liable to
the Company in respect of such obligations following any such transfer).
"Person" means any individual, corporation, partnership, limited
liability company or partnership, association, trust or other entity or
organization, including a government or a political subdivision or an agency or
instrumentality thereof.
"Prospectus" means the prospectus included in the Shelf Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any of the Registrable Securities covered by the
Shelf Registration Statement and by all other amendments and supplements to the
prospectus, including pre- and post-effective amendments to the Shelf
Registration Statement and all material incorporated by reference in such
prospectus.
"Registered Securities" means the securities covered by the Shelf
Registration Statement.
"Registrable Securities" means the shares of Common Stock set forth
opposite each Shareholder's name on Schedule 1 hereto, which shares total five
hundred thousand (500,000) in the aggregate, and any additional shares of Common
-2-
3
Stock received by the Holders with respect to such shares pursuant to a
subsequent stock split, stock dividend or other recapitalization of the Company.
For purposes of this Agreement, such shares of Common Stock shall cease to be
Registrable Securities on the Rule 144 Eligibility Date or, if earlier, on such
date on which (a) a registration statement covering such shares has been
declared effective and such shares have been sold or disposed of pursuant to
such effective registration statement, or (b) such shares are eligible for sale
(other than pursuant to Rule 904 of the Securities Act), in the opinion of
counsel to the Company, in transactions exempt from the registration and
prospectus delivery requirements of the Securities Act, so that all transfer
restrictions with respect to such shares and all restrictive legends with
respect to the certificates evidencing such shares are or may be removed upon
the consummation of such sale.
"Registration Period" means the shortest of (i) the period from and
including the Shelf Registration Effective Date to and including the Rule 144
Eligibility Date, (ii) the period from and including the Shelf Registration
Effective Date to and including the date on which the Holders shall have
disposed of the Registrable Securities, as such period may be extended in the
manner contemplated by Section 4(d), or (iii) the period from and including the
Shelf Registration Effective Date to and including such date which is six (6)
months after the Shelf Registration Effective Date, as such period may be
extended in the manner contemplated by Section 4(d).
"Related Securities" means any securities of the Company similar or
identical to any of the Registrable Securities, including, without limitation,
Common Stock and all options, warrants, rights and other securities convertible
into, or exchangeable or exercisable for, Common Stock.
"Rule 144 Eligibility Date" means the date on which all of the
Registrable Securities may first be sold under Rule 144 of the Securities Act;
provided, however, that for purposes of Rule 144(d), the holding period
applicable to the shares of Common Stock issued by the Company to a Shareholder
shall be computed without regard to any transfers of such shares by a
Shareholder to Permitted Transferees.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar United States federal statute then in effect, and any reference to a
particular section thereof shall include a reference to a comparable section, if
any, of any such similar federal statute, and the rules and regulations
thereunder.
"Shelf Registration" shall mean the registration of Registrable
Securities effected pursuant to Section 3.
-3-
4
"Shelf Registration Effective Date" means the date on which the Shelf
Registration Statement is declared effective by the Commission.
"Shelf Registration Statement" means the "shelf" registration statement
of the Company filed pursuant to the provisions of Section 3 which covers the
Registrable Securities on an appropriate form under Rule 415 of the Securities
Act, or any similar rule that may be adopted by the Commission, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"Shareholder" and "Shareholders" shall have the meanings specified in
the introductory paragraph of this Agreement.
2. EFFECTIVENESS OF AGREEMENT.
This Agreement shall become effective on the Closing Date.
3. SHELF REGISTRATION.
3.1 Preparation and Filing.
(a) Subject to the Company's right to delay the filing of the Shelf
Registration Statement or any post-effective amendment thereto and to delay the
date on which the Shelf Registration Statement or any post-effective amendment
thereto is declared effective, as contemplated by Section 4(d), the Company
shall use its best efforts to file with the Commission not later than
twenty-five (25) business days following the Closing Date, and thereafter use
its best efforts to cause to be declared effective as promptly as practicable,
the Shelf Registration Statement relating to the offer and sale by the Holders
of the Registrable Securities; provided, however, that in no event shall the
Company be required to file the Shelf Registration Statement prior to April 20,
2000. With respect to shares of the Common Stock owned by the Holders, the Shelf
Registration Statement shall only cover the Registrable Securities and shall not
include any other shares of Common Stock owned by the Holders.
(b) The Company shall not be required to file more than one Shelf
Registration Statement (not counting pre- or post- effective amendments or
supplements thereto) pursuant to the terms of this Agreement; provided, however,
that a Shelf Registration Statement shall not be counted for purposes of this
limitation unless the Company satisfies all of its obligations hereunder with
respect to such Shelf Registration Statement.
-4-
5
(c) The Shelf Registration Statement filed hereunder shall cover
the offer and sale of the Registrable Securities only in accordance with the
methods of distribution included in the "plan of distribution" attached to this
Agreement as Exhibit A (the "Plan of Distribution").
3.2 Registration Procedures. When the Company causes the registration of
the Registrable Securities pursuant to the Shelf Registration Statement, the
Company shall:
(a) subject to the terms of Section 4, use its best efforts to keep
the Shelf Registration Statement continuously effective in order to permit the
Prospectus forming a part thereof to be usable and deliverable by the Holders
for the Registration Period;
(b) use its best efforts to cause the Registered Securities to be
registered and qualified under the securities laws of such jurisdictions within
the United States as shall reasonably be requested by the Holders to enable them
to consummate the sale or disposition of the Registered Securities within the
Registration Period; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business, to
subject itself to taxation or to file a general consent to service of process in
any such jurisdiction in which it is not otherwise required to do so;
(c) furnish to each Holder, as applicable, without charge, such
number of copies of each preliminary prospectus and of the Prospectus as such
Holder may reasonably request in order to facilitate the sale or disposition of
the Registered Securities;
(d) if at any time when a prospectus is required by the Securities Act
to be delivered in connection with the offering or sale of the Registered
Securities, an event occurs or a fact exists as a result of which it is
necessary, in the opinion of the Company, to amend the Shelf Registration
Statement or amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time the Prospectus is
delivered to a purchaser, or if it shall be necessary, in the opinion of the
Company, at any such time to amend the Shelf Registration Statement or amend or
supplement the Prospectus to comply with the regulations of the Commission
thereunder, (i) promptly notify each Holder of the occurrence of such event or
existence of such fact or requirements and, consistent with the terms of Section
4, direct each Holder to cease making offers and sales of the Registered
Securities pursuant to the Shelf Registration Statement or deliveries of the
Prospectus contained therein for any purpose and (ii) prepare and file with
-5-
6
the Commission in a timely manner such amendment or supplement as may be
necessary or appropriate to correct such untrue statement or omission or to make
the Shelf Registration Statement or the Prospectus comply with such
requirements;
(e) promptly notify each Holder when the Shelf Registration
Statement or any post-effective amendment to the Shelf Registration Statement
shall have become effective, or when any supplement to the prospectus or any
amended Prospectus shall have been filed, and furnish to each Holder copies of
any amendment of or supplement to the Prospectus so that, as thereafter
delivered to purchasers of the Registered Securities, the Prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances then existing;
(f) promptly notify the Holders of (i) the issuance by the
Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or of any order preventing or suspending the use of any
Prospectus, or of the suspension of the qualification of the Registered
Securities for offer or sale in any jurisdiction within the United States, or of
the institution or threatening of any proceedings for any of such purposes, and
(ii) the lifting of any such order or suspension or resolution of any such
proceedings that permits the resumption of offers and sales of the Registered
Securities;
(g) provide a transfer agent and registrar for all the Registered
Securities not later than the Shelf Registration Effective Date; and
(h) use its best efforts to comply with the Securities Act and the
rules and regulations of the Commission thereunder and the Exchange Act and the
rules and regulations of the Commission thereunder so as to permit the
completion of the distribution of the Registered Securities in accordance with
the intended method or methods of distribution contemplated in the Plan of
Distribution.
4. AGREEMENTS OF HOLDERS.
(a) As a condition to the Company's obligation under this Agreement
to cause the Shelf Registration Statement to be filed and the Registrable
Securities to be included therein, each Holder has provided to the Company the
information required by the Notice and Questionnaire attached hereto as Exhibit
B, which such Holder represents and warrants constitutes all of the information
required to be provided in the Shelf Registration Statement with respect to such
Holder pursuant to Item 507 of Regulation S-K under the Securities Act.
Following the date of this Agreement, each Holder shall continue to provide the
Company, in writing, with such information, including, without limitation, the
information
-6-
7
required by Items 507 and 508 of Regulation S-K under the Securities
Act (or any successor provisions), as may reasonably be required by the Company
in order to comply with applicable provisions of the Securities Act and the
Exchange Act in connection with the Shelf Registration (all such information,
including the information required by the Notice and Questionnaire attached
hereto as Exhibit B, the "Holder Information").
(b) Each Holder has reviewed carefully the Plan of Distribution and
agrees that such Holder shall effect all sales and distributions of Registered
Securities made pursuant to the Shelf Registration Statement only in a manner
consistent with the terms of the Plan of Distribution. Each Holder further
agrees that the Company shall not be required hereunder to file any
post-effective amendment to the Shelf Registration Statement for the purpose of
amending the Plan of Distribution.
(c) Each Holder shall comply with the prospectus delivery
requirements of the Securities Act in connection with the offer and sale of the
Registered Securities made pursuant to the Shelf Registration Statement. Each
Holder shall provide the Company and its transfer agent with a Notice of
Transfer Pursuant to Registration Statement in the form attached hereto as
Exhibit C immediately following the time the Holder disposes of Registered
Securities.
(d) The Company shall be entitled to delay the date on which the Shelf
Registration Statement or any post-effective amendment thereto is filed or
declared effective by the Commission, or the date on which any amendment or
supplement to the Prospectus contained therein is filed with the Commission, if
in the good faith judgment of the Board of Directors of the Company the
registration and distribution of Registrable Securities pursuant to the Shelf
Registration Statement (i) would materially impede, delay, interfere with or
otherwise materially adversely affect any pending financing, registration of
securities, acquisition, corporate reorganization or other significant
transaction involving the Company or (ii) would require the Company to disclose
material non-public information prematurely or sooner than would otherwise be
the case if the Shelf Registration Statement had not been filed with and
declared effective by the Commission; provided, however, that the Company shall
not be entitled to delay or suspend the ability of Holders to offer and sell
Registrable Securities in the manner contemplated by this Section 4(d) for more
than sixty (60) days in the aggregate. In addition, the Holders shall not make
offers of or sell the Registered Securities pursuant to the Shelf Registration
Statement covering the Registered Securities or make deliveries of the
Prospectus contained therein for any purpose (i) after receipt by the Holders of
the notice to cease making such offers and sales and such deliveries which is
furnished by the Company pursuant to Section 3.2(d) until delivery by the
Company to the Holders pursuant to Section 3.2(e) of copies of any
-7-
8
amendment of or supplement to the Prospectus, (ii) after receipt by the Holders
of the notice furnished by the Company pursuant to Section 3.2(f)(i) until
delivery by the Company to the Holders of the notice referred to in Section
3.2(f)(ii) or (iii) after receipt by the Holders of a notice from the Company
advising the Holders that the Company has suspended the ability of the Holders
to offer and sell the Registrable Securities pursuant to the Shelf Registration
Statement because the Company has determined that the existence of the Shelf
Registration Statement would require the Company to disclose material non-public
information prematurely or sooner than would otherwise be the case if the Shelf
Registration Statement had not been filed with and declared effective by the
Commission. The Company will promptly notify each Holder at such time as the
Company has made appropriate disclosure with respect to the matter which caused
the Company to (i) delay the date on which it filed the Shelf Registration
Statement, (ii) delay the time by which it had the Shelf Registration Statement
declared effective by the Commission, or (iii) suspend the right of the Holders
to sell Registrable Securities pursuant to the Shelf Registration Statement.
(e) Each Holder agrees that, with respect to any registration
statement that the Company may file under the Securities Act for an underwritten
offering of securities of the Company (whether for the Company's account or for
the account of any third party), such Holder shall not offer or sell any Common
Stock or any Related Securities, other than securities, if any, of such Holder
included in such registration statement, during the period commencing seven (7)
days before such registration statement is declared effective and ending on (i)
the last date upon which such Holder is prohibited from effecting any such sale
pursuant to any agreement entered into by and among such Holder, the Company and
one or more of the underwriters with respect to such offering or (ii) if such
Holder is not a party to any such agreement, ninety (90) days after the date
such registration statement is declared effective; provided that if directors
and officers of the Company holding Common Stock generally are subject to
hold-back restrictions of shorter duration, such shorter period shall apply to
such Holder.
5. REGISTRATION EXPENSES.
(a) The Company shall pay and bear all costs and expenses incident to
the performance of its obligations under this Agreement, including the
following:
(i) expenses related to the preparation and
printing of the Shelf Registration Statement (including financial statements and
exhibits), any preliminary prospectuses and the Prospectus, and the cost of
furnishing copies thereof to the Holders, as the case may be;
-8-
9
(ii) all Commission, self-regulatory
organization, stock exchange and other registration and filing fees and
listing fees;
(iii) expenses related to the preparation,
printing and distribution of certificates representing the Registered Securities
and other documents relating to the Company's performance of and compliance with
the terms of this Agreement;
(iv) the fees and disbursements of the
Company's counsel and independent accountants; and
(v) expenses related to the qualification
of the Registered Securities under applicable United States and state securities
laws.
(b) Each Holder shall pay and bear all costs and expenses incident
to the delivery of the Registered Securities to be sold by such Holder,
including any stock transfer taxes payable upon the sale of such Registered
Securities to the purchasers thereof, any discounts or commissions payable to
brokers, dealers or agents in connection therewith, and the fees and
disbursements of counsel to and independent accountants of such Holder.
6. INDEMNIFICATION.
6.1 Indemnification by the Company. In connection with the Shelf
Registration, the Company shall indemnify and hold harmless each Holder
(including its officers, directors, partners, members or agents), and each
Person (including its officers, directors, partners, members or agents), if any,
who controls such Holder (within the meaning of the Securities Act or the
Exchange Act) (such Holder and any such other Person hereinafter referred to as
an "Indemnitee") against any and all losses, claims, damages, liabilities and
expenses (including, without limitation, the reasonable fees and expenses of
counsel, accountants and other advisors retained in connection therewith) to
which such Indemnitee may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
and expenses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Shelf Registration Statement, Prospectus or preliminary prospectus, or any
amendment or supplement to any of the foregoing, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, that the Company shall not be required to indemnify and hold harmless
or reimburse any Indemnitee to the extent that any
-9-
10
such loss, claim, damage, liability or expense (or any action in respect
thereof) arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in any document made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such Indemnitee expressly for use in the preparation of the Shelf
Registration Statement, Prospectus or preliminary prospectus, or any amendment
or supplement thereto. The written information furnished to the Company by or on
behalf of such Indemnitee for purposes of the preceding sentence shall include
the Holder Information and the Plan of Distribution.
6.2 Indemnification by Holders. In connection with the Shelf
Registration, each Holder shall severally indemnify and hold harmless the
Company, its directors, officers and agents and each Person, if any, who
controls the Company (within the meaning of the Securities Act or the Exchange
Act) (the Company and any such other Person hereinafter referred to as a
"Company Indemnitee") against all losses, claims, damages, liabilities and
expenses (including, without limitation, the reasonable fees and expenses of
counsel, accountants and other advisors retained in connection therewith), or
actions in respect thereof, to which any such Company Indemnitee may become
subject, under the Securities Act or the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities and expenses (or actions in respect
thereof) arise out of or are based upon (i) a Holder's failure to deliver a
prospectus in accordance with the requirements of the Securities Act or (ii) any
untrue statement or alleged untrue statement of any material fact contained in
the Shelf Registration Statement, Prospectus or preliminary prospectus, or any
amendment or supplement to any of the foregoing, or arise out or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made by the Company in reliance
upon and in conformity with information furnished to the Company by or on behalf
of a Holder (including the Holder Information and the Plan of Distribution);
and, subject to Section 6.3, such Holder shall reimburse the Company Indemnitee
for any legal or other expenses reasonably incurred by the Company Indemnitee in
connection with investigating or defending against any such loss, claim, damage
or liability (or action in respect thereof).
6.3 Indemnification Procedures. Promptly after receipt by an
indemnified party under Section 6.1 or Section 6.2 of notice of the commencement
of any action, suit or proceeding or the investigation or threat thereof
(collectively, a "claim") made in writing for which such Person will claim
indemnification or contribution pursuant to this Agreement, the indemnified
party shall notify the indemnifying party thereof in writing and, unless in such
indemnified party's reasonable
-10-
11
judgment a conflict of interest may exist between such indemnifying and
indemnified parties with respect to such claim, shall permit such indemnifying
party to assume and control the defense of such claim at its expense with
counsel reasonably satisfactory to such indemnified party. The failure so to
notify the indemnifying party shall relieve the indemnifying party from any
liability hereunder with respect to such claim to the extent that the failure so
to notify the indemnifying party prejudices the indemnifying party's ability to
defend such claim. If the indemnifying party gives notice to such indemnified
party of its election to assume and control the defense of such claim, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense or investigation of such claim unless the indemnified party
shall have given the indemnifying party notice of a conflict of interest with
respect to such claim. The failure of an indemnifying party to give notice to
the indemnified party of its election to assume and control the defense of any
claim for which notice has been received by the indemnifying party in accordance
with this Section 6.3 within forty-five (45) days after the receipt of such
notice shall constitute an election by the indemnifying party not to assume and
control the defense of such claim. An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel (and, to the extent applicable,
one local counsel) for all parties indemnified by such indemnifying party with
respect to such claim. No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such claim the defense of which has
been assumed by an indemnifying party without the consent of such indemnifying
party, which consent shall not be unreasonably withheld.
6.4 Rights of Contribution. In order to provide for just and
equitable contribution in circumstances under which the indemnity contemplated
by Sections 6.1 and 6.2 is for any reason not available, other than by reason of
the exceptions provided therein, the parties required to indemnify by the terms
thereof shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement incurred by
the Company and any Holder, except to the extent that contribution is not
permitted under Section 11(f) of the Securities Act. In determining the amounts
which the respective parties shall contribute, there shall be considered the
parties' relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and prevent
any statement or omission and any other equitable considerations appropriate
under the circumstances. For purposes of this Section 6.4, each director,
officer and agent of the Company or a Holder and each Person, if any, who
controls the Company or a Holder within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Company or
Holder, as the case may be.
-11-
12
7. MISCELLANEOUS.
7.1 Assignment. The registration rights contained in Section 3 may
be transferred by a Shareholder to a Permitted Transferee solely in connection
with the transfer by such Shareholder to such Permitted Transferee of the
Registrable Securities to which such registration rights relate. Except for any
such permitted transfer of registration rights hereunder, (i) the registration
rights contained in Section 3 shall not be transferable by a Holder, and (ii)
this Agreement shall not be assignable other than with the consent of all
parties hereto, and any purported assignment in violation hereof shall be null
and void.
7.2 Limitation of Registration Rights. Nothing contained in this
Agreement shall create any obligation on behalf of the Company to register under
the Securities Act any securities which are not Registrable Securities or to
require the Company to include Registrable Securities in any registration
statement other than the Shelf Registration Statement contemplated by Section 3.
In the event that the Company determines, in its discretion, to include the
Holder's securities in any other registration statement, the obligations of the
parties, including the indemnification obligations set forth herein, shall apply
to such other registration statement.
7.3 Notices. All notices and other communications provided for
hereunder shall be in writing, unless otherwise specified, and shall be deemed
to have been duly given if and when delivered personally or by courier service,
given by telegram, facsimile transmission or similar means, or mailed, postage
prepaid, registered or certified mail, to the following addresses or at such
other addresses as the parties hereto may designate from time to time in
writing:
If to the Company: Proxicom, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx
General Counsel
Facsimile: (000) 000-0000
with a copy to: Xxxxx & Xxxxxxx L.L.P.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 0000
XxXxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
-12-
13
if to the Shareholders: To the addresses set forth on Schedule
1 hereto.
7.4 Counterparts. This Agreement may be executed in one or more
counterparts (including by facsimile), each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.
7.5 Headings. Section headings are inserted herein for convenience
only and do not form a part of this Agreement.
7.6 Governing Law/Disputes. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of law.
7.7 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereunder shall be enforceable to the fullest extent permitted by law.
7.8 Entire Agreement; Amendment. This Agreement and the Share
Exchange Agreement contain the entire agreement among the parties with respect
to the transactions contemplated herein, and supersede all prior written
agreements and negotiations and oral understandings, if any, with respect to
their subject matter. This Agreement may not be amended, supplemented or
modified unless the amendment, supplement or modification is set forth in
writing and executed by the Company and the Shareholders' Representative (as
defined in the Share Exchange Agreement).
7.9 Submission to Jurisdiction. Each of the Shareholders and the
Company irrevocably submits to the exclusive jurisdiction of the federal and
state courts located in the Southern District of New York and the Borough of
Manhattan, for the purposes of any suit, action or other proceeding arising
out of this Agreement or any transaction contemplated hereby. Each of the
Shareholders and the Company further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party's respective
address set forth above shall be effective service of process for any action,
suit or proceeding in such courts with respect to any matters to which it has
submitted to jurisdiction in this Section 7.9. Each of the Shareholders and the
Company irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising
-13-
14
out of this Agreement or the transactions contemplated hereby in the federal and
state courts located in the Southern District of New York and the Borough of
Manhattan, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
-14-
15
out of this Agreement or the transactions contemplated hereby in the federal and
state courts located in the Southern District of New York and the Borough of
Manhattan, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
16
IN WITNESS WHEREOF, the parties hereto have caused this REGISTRATION
RIGHTS AGREEMENT to be duly executed as of the date first written above.
COMPANY:
PROXICOM, INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------------
Name: XXXXXXX X. XXXXXX
-------------------------------------------------
Title: EUP & CHIEF FINANCIAL OFFICER
------------------------------------------------
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
17
SHAREHOLDERS:
/s/ Signature Illegible
----------------------------------
Name:
For and on behalf of Pinecray Limited
/s/ Signature Illegible
----------------------------------
Name:
For and on behalf of Amum Management SA
/s/ Signature Illegible
-----------------------------------
Name:
For and on behalf of Xxxx X X Xxxxxxxxxx
/s/ Signature Illegible
-----------------------------------
Name:
For and on behalf of Xxxxxxxxxxx Xxxxx
/s/ Signature Illegible
-----------------------------------
Name:
For and on behalf of Xxxxxx Xxxxx
/s/ Signature Illegible
-----------------------------------
Name:
For and on behalf of Scotland & Associates
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name:
Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name:
For and on behalf of JRH Xxxxxxxx
18
/s/ Xxxxxx Xxxxxxxx
----------------------------------
Name:
For and on behalf of X. Xxxx
/s/ Xxxxxx Skates
----------------------------------
Name:
A. Skates
/s/ Xxxx Xxxxxxxxx
----------------------------------
Name:
For and on behalf of Skates
Discretionary Settlement No 1.
/s/ Xxxx Xxxxxxxxx
---------------------------------
Name:
For and on behalf of Skates
Discretionary Settlement No 2.
/s/ Xxxxx Xxxxx
-----------------------------------
Name:
Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
-----------------------------------
Name:
For and on behalf of Xxxx Xxxxxxx
/s/ Xxxxx Xxxxx
-----------------------------------
Name:
For and on behalf of Xxxxx Xxxxx
19
SCHEDULE 1
SHAREHOLDERS AND REGISTRABLE SECURITIES
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES
-------------------------------------------------------------------------------------------------------------------------------
1. Pinecray Limited
0 Xxxx Xxxxxx
Xx Xxxxx'x
Xxxxxx XX0X 0XX 39,689
-------------------------------------------------------------------------------------------------------------------------------
2. Amun Management S.A.
0 Xxxx Xxxxxx
Xx Xxxxx'x
Xxxxxx XX0X 0XX 160,070
-------------------------------------------------------------------------------------------------------------------------------
3. Xxxx Xxxxxxx
000 Xxx Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000 37,732
-------------------------------------------------------------------------------------------------------------------------------
4. Xxxxx Xxxxx
000 Xxx Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000 30,860
-------------------------------------------------------------------------------------------------------------------------------
5. Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx
4 The Dene
Oak Lane
Sevenoaks
Xent XX00 0XX 17,841
-------------------------------------------------------------------------------------------------------------------------------
6. Xxxx X.X. Xxxxxxxxxx
Xxxxxxx Xxxxxx
Xxx
Xxxxxx-xx-Xxxxxx
Xxxx XX0 0XX 15,881
-------------------------------------------------------------------------------------------------------------------------------
7. Xxxxx Xxxx
0 Xxxxxxx Xxxx
Xxxxxxx Xxxxxx
XX00 0XX 11,904
-------------------------------------------------------------------------------------------------------------------------------
8. Xxxxxxxxxxx Xxxxx
00 Xxxxxx Xxxx Xxxxx
Xxxxxx XX0 0XX 1,984
-------------------------------------------------------------------------------------------------------------------------------
9. Xxxxxx Xxxxx
00 Xxxxxx Xxxx Xxxxx
Xxxxxx XX0 0XX 1,983
-------------------------------------------------------------------------------------------------------------------------------
10. Xxxxxx Xxxxxxxx
00X Xxxxxxxxx Xxxx
Xxxxxx XX0 0XX 58,699
-------------------------------------------------------------------------------------------------------------------------------
11. Xxxxx Xxxxx
00 Xxxxxxx Xxxxxx
Xxxxxx XX00 0XX 58,833
--------------------------------------------------------------------------------------------------------------------------------
12. Xxxxxx Skates
000 Xxxxxxx Xxxx
Xxxxxx XX00 0XX 4,929
---------------------------------------------------------------------------------------------------------------------------------
13. Skates Discretionary Settlement Xx. 0
x/x Xxxxxx Xxxxxx & Xxxxxxxx
Xxxx House
42 - 47 Minories
Xxxxxx XX0X 0XX
Attn: Xxxxxx X. Last/ Xxxx X. Xxxxxxxxx 7,797
-------------------------------------------------------------------------------------------------------------------------------
14. Skates Discretionary Settlement Xx. 0
x/x Xxxxxx Xxxxxx & Xxxxxxxx
Xxxx House
42 - 47 Minories
Xxxxxx XX0X 0XX
Attn: Xxxxxx X. Last/ Xxxx X. Xxxxxxxxx 7,797
-------------------------------------------------------------------------------------------------------------------------------
15. Scotland & Associates
00 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx X0X 0XX 44,001
-------------------------------------------------------------------------------------------------------------------------------
TOTAL 500,000
------------------------------------------------------------------------------------------------------------------------------
