EXHIBIT 10.11
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of this
17th day of October, 1997, by and among SCIQUEST, INC., a North Carolina
corporation (the "Company"), and the undersigned investors in Class B Common
Stock and Series A Preferred Stock of the Company, respectively (individually,
an "Investor" and collectively, the "Investors").
WHEREAS, the Investors have purchased shares of the Company's Class B
Common Stock, no par value per share (the "Class B Common Stock") or Series A
Preferred Stock, no par value per share (the "Series A Preferred Stock")
(collectively, the "Shares"); and
WHEREAS, the Company and the Investors have agreed to provide the Investors
with certain rights relating to the registration and sale of the Shares.
NOW, THEREFORE, in consideration of the covenants and promises contained
herein, the parties agree as follows:
ARTICLE 1 - REGISTRATION RIGHTS
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1.1 Definitions. For purposes of this Article 1, the following terms
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shall have the following respective meanings:
(a) "Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute enacted hereafter, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
(b) "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Act.
(c) "Common Stock" shall mean the Class A Common Stock of the Company.
(d) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act and the declaration or ordering of effectiveness of such
registration statement by the Commission.
(e) "Registrable Securities" shall mean (i) shares of Common Stock issued
or issuable upon conversion of the Shares and (ii) any other shares of Common
Stock issued in respect of the Shares (on account of stock splits, stock
dividends, reclassifications, recapitalizations or similar events); provided,
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however, that shares of Common Stock which are Registrable Shares shall cease to
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be Registrable Shares (i) upon any sale pursuant to a Registration Statement or
Rule 144 under the Securities Act (as defined below) or (ii) upon any sale in
any manner to a person or entity which, by virtue of Section 1.10 of this
Agreement, is not entitled to the rights provided by this Agreement.
1.2 Piggyback Registration. Subject to Section 1.8 of this Agreement, if
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at any time the Company proposes to register any of its securities under the
Act, either for its own account or for the account of others, in connection with
the public offering of such securities solely for cash, on a registration form
that would also allow the registration of Registrable Securities, the Company
shall, each such time, promptly give each Investor written notice of such
proposal. This provision shall not apply to a registration solely of securities
issued or issuable in connection with any stock option plan or other employee
benefit plan or in connection with a merger or acquisition. Upon receipt by the
Company of the written request of any Investor given within ten (10) days after
mailing of any such notice by the Company, the Company shall use its best
efforts to cause to be included in such registration under the Act all the
Registrable Securities that each such Investor has requested be registered.
1.3 Obligations of the Company. Whenever required under this Agreement
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to use its best efforts to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a registration statement covering
such Registrable Securities and use its best efforts to cause such registration
statement to be declared effective by the Commission as expeditiously as
possible and to keep such registration effective until the earlier of (i) the
date when all Registrable Securities covered by the registration statement have
been sold or (ii) 180 days from the effective date of the registration
statement.
(b) Prepare and file with the Commission such amendments and post-
effective amendments to such registration statement as may be necessary to keep
such registration statement effective during the period referred to in Section
1.3(a) and to comply with the provisions of the Act with respect to the
disposition of all securities covered by such registration statement, and cause
the prospectus to be supplemented by any required prospectus supplement, and as
so supplemented to be filed with the Commission pursuant to Rule 424 under the
Act.
(c) Furnish to the selling Investors such numbers of copies of such
registration statement, each amendment thereto, the prospectus included in such
registration statement (including each preliminary prospectus), and each
supplement thereto as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the Registrable
Securities under the securities laws of such jurisdictions in which the Company
shall register securities to be sold by the Company pursuant to the same
registration under the Act.
(e) Promptly notify each selling Investor of such Registrable Securities
at any time when a prospectus relating thereto is required to be delivered under
the Act of the happening of any event as a result of which the prospectus
included in such registration statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading and, at the request of any such Investor, the Company will prepare
promptly a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of
such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading.
(f) Provide a transfer agent for all such Registrable Securities not later
than the effective date of such registration statement.
(g) Enter into underwriting agreements and related agreements in customary
form for a primary offering.
(h) Promptly notify the selling Investors of Registrable Securities and
the underwriters, if any, of the following events and (if requested by any such
person) confirm such notification in writing: (1) the filing of the prospectus
or any prospectus supplement and the registration statement and any amendment or
post-effective amendment thereto and, with respect to the registration statement
or any post-effective amendment thereto, the declaration of the effectiveness of
such documents, (2) any requests by the Commission for amendments or supplements
to the registration statement or the prospectus or for additional information,
(3) the issuance of any stop order suspending the effectiveness of the
registration statement, and (4) the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction.
(i) Whenever any provision of this Agreement requires the Company to
furnish any information to the Investors or the agents or representatives of the
Investors, the Company may require any such person or entity to execute and
deliver a reasonable confidentiality agreement, agreement to refrain from
trading or any other agreement necessary or prudent to protect the Company or
its officers, directors and employees against xxxxxxx xxxxxxx liabilities and
may restrict access to confidential trade secret information.
1.4 Furnish Information. In the event of any registration by the Company
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(whether or not the Registrable Securities of any Investor are included
therein), the Investors shall furnish to the Company such information regarding
them, the Registrable Securities and other securities of the Company held by
them, and the intended method of disposition of such Registrable Securities as
the Company shall reasonably request and as shall be required in connection with
the action to be taken by the Company. It shall be a condition precedent to the
obligation of the Company to include any Registrable Securities of an Investor
in a registration effected pursuant to this Agreement for such Investor to have
provided the Company with such written information regarding the registration of
such Registrable Securities as the Company shall reasonably request.
1.5 Suspension of Disposition of Registrable Securities. Each selling
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Investor of Registrable Securities agrees by acquisition of such Registrable
Securities that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 1.3(e) or 1.3(h)(2), 1.3(h)(3) or
1.3(h)(4) hereof, such Investor will forthwith discontinue disposition of
Registrable Securities until such Investor's receipt of copies of a supplemented
or amended prospectus contemplated by Section 1.3(e) hereof, or until it is
advised in writing by the Company that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, or in the
case of Section 1.3(i)(2), 1.3(h)(3) or 1.3(h)(4), until the Company notifies
the Investor in writing that sales of Registrable Securities may continue. If so
directed by the Company, such Investor will deliver to the Company (at the
expense of the Company) all copies, other than permanent file copies then in
such Investor's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.
1.6 Expenses of Registration.
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The Investors shall bear the fees and expenses of their own counsel and
shall bear any additional registration and qualification fees and expenses
(including underwriters' discounts and commissions and transfer taxes), and any
additional costs and disbursements of counsel for the Company that result solely
from the inclusion of Registrable Securities held by the Investors in such
registration, with such additional expenses of the registration being borne by
all selling Investors pro rata on the basis of the total number of Registrable
Securities so registered; provided, however, that if any such cost or expense is
attributable solely to one selling Investor and does not constitute a normal
cost or expense of a registration, such cost or expense shall be allocated
solely to that selling Investor. All other expenses of such registrations shall
be borne by the Company.
1.7 Underwriting Requirements; Priorities.
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(a) The Company shall have the right to select the investment banker(s)
and/or manager(s) to administer any offering to which this Agreement is
applicable. If a registration is an underwritten primary registration on behalf
of the Company (without regard to registration rights arising hereunder or under
any other agreement), and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold at the desired price
in such offering, the Company will include in such registration (i) first, the
securities the Company proposes to sell, (ii) second, the Registrable Securities
requested to be included in such registration, pro rata among the Investors
thereof on the basis of the number of Registrable Securities requested to be
registered and (iii) third, other securities requested to be included in such
registration, pro rata among the holders thereof on the basis of the number of
shares requested to be registered. If a registration is an underwritten
secondary registration on behalf of holders of securities of the Company, or a
combined primary and secondary offering, and the managing underwriters advise
the Company in writing that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold at the
desired price in such offering, the Company will include in such registration
(i) first, securities the Company proposes to sell, (ii) second, the securities
requested to be included therein by holders with contractual registration rights
other than the Investors, pro rata among the holders of such securities on the
basis of the number of shares requested to be included therein, (iii) third, the
securities requested to be included therein by Investors of Registrable
Securities, pro rata among the holders of such Registrable Securities on the
basis of the number of shares requested to be included therein, and (iv) fourth,
other securities requested to be included in such registration, including
securities to be sold by holders without contractual registration rights.
(b) No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
1.8 Limitation of the Company's Obligations.
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(a) The Company may, in its sole discretion, postpone or withdraw any
registration effected pursuant to this Agreement without obligation to the
Investors.
(b) The Company shall not be obligated under this Agreement to register
or include in any registration Registrable Securities that any Investor has
requested to be registered if the Company shall furnish such Investor with a
written opinion of counsel reasonably satisfactory to such Investor, that all
Registrable Securities that such Investor holds may be publicly offered, sold
and distributed without registration under the Act pursuant to Rule 144
promulgated by the Commission under the Act and without restriction as to the
amount of securities that can be sold.
(c) The Company may, in its sole discretion, grant to any owner of
securities of the Company registration rights of any kind or nature.
1.9 Lockup Agreement. For so long as the Investor has the right to have
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Registrable Securities included in any registration pursuant to this Agreement,
the Investor agrees in connection with any registration of the Company's
securities, upon the request of the underwriters managing any underwritten
offering of the Company's securities, not to sell, make any short sale of,
pledge, grant any option for the purchase of or otherwise dispose of any
Registrable Securities (other than those included in the registration) without
the prior written consent of the Company or such underwriters, as the case may
be, during the seven days prior to and during the 180-day period beginning on
the effective date of such registration as the Company or the underwriters may
specify. This provision shall apply whether or not any Registrable Securities
of the Investor are included in the offering.
1.10 Transfer of Registration Rights. Provided that the Company is given
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written notice by the Investor at the time of such transfer stating the name and
address of the transferee and identifying the securities with respect to which
the rights under this Agreement are being assigned, the registration rights
under this Agreement may be transferred in whole or in part at any time to any
transferee of Registrable Securities.
1.11 Indemnification and Contribution. In the event any Registrable
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Securities are included in a registration statement under this Agreement:
(a) To the fullest extent permitted by law, the Company will, and hereby
does, indemnify and hold harmless each Investor whose Registrable Securities are
included in a registration, each director, officer, partner, employee, or agent
for such Investor, any underwriter (as defined in the Act) for such Investor,
and each person, if any, who controls such Investor or
underwriter within the meaning of the Act, against any losses, claims, damages
or liabilities, joint or several, to which they may become subject under the Act
and applicable state securities laws insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based on any
untrue or alleged untrue statement of any material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein in light of the circumstances under which they
were made or necessary to make the statements therein not misleading or arise
out of any violation by the Company of any rule or regulation promulgated under
the Act applicable to the Company and relating to action or inaction required of
the Company in connection with any such registration; and will reimburse each
such person or entity for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity 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 Company (which consent
shall not be unreasonably withheld) nor shall the Company 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 an untrue statement or alleged untrue statement
or omission or alleged omission made in connection with such registration
statement, preliminary prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by or on behalf
of any such Investor, underwriter or controlling person.
(b) To the fullest extent permitted by law, each Investor whose
Registrable Securities are included in a registration under this Agreement,
severally and not jointly, will, and hereby does, indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Act, and any underwriter for the Company (within the meaning of
the Act), each other selling Investor and each person, if any, who controls such
other selling Investor or underwriter within the meaning of the Act against any
losses, claims, damages or liabilities, joint or several, to which the Company
or any such director, officer, controlling person, selling Investor or
underwriter may become subject, under the Act and applicable state securities
laws, insofar as such losses, claims, damages or liabilities (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 such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, 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 not misleading in
light of the circumstances, 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 in such registration statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by such Investor expressly for use
in connection with such registration; and each such Investor will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, selling Investor or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however,
that the indemnity 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 such Investor (which consent shall not be unreasonably withheld).
In no event shall the liability by reason of this contractual indemnity of
any selling Investor of Registrable Securities hereunder be greater than the
dollar amount of the proceeds received by such Investor upon the sale of the
Registrable Securities giving rise to such indemnification obligation. Any
Investor required to indemnify the Company as provided above shall cease to have
the right to participate in any other registration pursuant to this Agreement.
(c) In order to provide for just and equitable contribution to joint
liability under the Act in circumstances in which the indemnity provisions
provided for in this section are for any reason held to be unavailable to the
indemnified parties although applicable in accordance with its terms; then, in
each such case, the Company and such Investor will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportions as shall be appropriate to reflect
the relative fault of the Company, on the one hand, and the Investor, on the
other hand, with such relative fault determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Investor, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission; provided, however, that, in any such case, (A) no such
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Investor will be required to contribute any amount in excess of the proceeds to
it of all Registrable Securities sold by it pursuant to such registration
statement, and (B) no person or entity guilty of fraudulent misrepresentation,
within the meaning of Section 11(f) of the Act, shall be entitled to
contribution from any person or entity who is not guilty of such fraudulent
misrepresentation.
ARTICLE 2 - MISCELLANEOUS
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2.1 Amendments and Waivers. The provisions of this Agreement, including
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the provisions of this sentence, may be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may be given, by
written consent of the Company and the Investors of at least seventy percent
(70%) of the outstanding Registrable Securities; provided, that this Agreement
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may be amended with the consent of the holders of less than all Registrable
Securities only in a manner which affects all Registration Securities in the
same fashion. No waivers of or exceptions to any term, condition or provision
of this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.
2.2 Counterparts. This Agreement may be executed in any number of
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counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
2.3 Headings. The headings in this Agreement are for convenience of
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reference only and shall not limit or otherwise affect the meaning hereof.
2.4 Notices. All notices required or permitted to be sent shall be sent
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to the addresses of the parties set forth on their respective signature pages,
or to such other address as any party shall provide to the other parties in a
notice sent in accordance with this Agreement. Any notice sent by registered or
certified mail, return receipt requested, or by Federal Express, shall be deemed
to have been received by the party to whom it was sent one day following the
date it was sent. Any notice sent by any other means shall be deemed to have
been received when it is actually received at the address provided above.
2.5 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of North Carolina.
2.6 Severability. In the event that any one or more of the provisions
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contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
2.7 Entire Agreement. This Agreement is intended by the parties as a
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final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter. Nothing
in this Agreement shall preclude the Company from entering into any other
agreement having the same or different terms with any Investor or any third
party with respect to registration rights or related matters.
2.8 Parties Benefitted. Nothing in this Agreement, express or implied, is
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intended to confer upon any third party any rights, remedies, obligations or
liabilities.
[COUNTERPART SIGNATURE PAGES ATTACHED]
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
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IN WITNESS WHEREOF, the undersigned, through its duly authorized
representative, has executed this Agreement under seal as of the date provided
below:
SCIQUEST, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President
September 29, 1997
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
September 29, 1997
N. C. TECHNOLOGICAL
DEVELOPMENT AUTHORITY, INC.
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
Title: President
October 2, 1997
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
September 30, 1997
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
October 2, 1997
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
October 2, 1997
By: /s/ Xxxx Xxxxxxx, Jr.
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Xxxx Xxxxxxx, Jr.
October 3, 1997
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
October 1, 1997
By: /s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
October 1, 1997
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
September 30, 1997
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
October 1, 1997
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
October 10, 1997
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
October 17, 1997
By: /s/ Xxxx Xxxxxx Xxxxxx
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Xxxx Xxxxxx Xxxxxx
October 2, 1997
By: /s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
October 1, 1997
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
October 1, 1997
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
October 7, 1997
By: /s/ X. X. Xxxxxxx, III
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X.X. Xxxxxxx, III
October 5, 1997
By: /s/ Xxxx Xxxxxx Xxxxx
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Xxxx Xxxxxx Xxxxx
October 2, 1997
By: /s/ Ripon X. XxXxxxx, XX
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Ripon X. XxXxxxx, XX
October 2, 1997
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
October 2, 1997
By: /s/ Hunter X. Xxxxxx
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Hunter X. Xxxxxx
October 14, 1997
By: /s/ W.A. Xxxxxx, III
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W.A. Xxxxxx, III
October 2, 1997
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
October 1, 1997
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
October 2, 1997
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
October 14, 1997
ASPENTREE CAPITAL
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
October 15, 1997
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
October 17, 1997
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
October 17, 1997
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
October 16, 1997
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
October 16, 1997
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
October 15, 1997
By: /s/ Xxxxxxx X. Few
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Xxxxxxx X. Few
October 14, 1997
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
October 15, 1997
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
October 17, 1997
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
October 17, 1997
FIRST AMENDMENT
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TO
--
REGISTRATION RIGHTS AGREEMENT
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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of July 30, 1998
(the "First Amendment"), by and among SciQuest, Inc., a North Carolina
corporation (the "Company"), and certain investors in Series A Preferred Stock
and Class B Common Stock of the Company (collectively, the "Stockholders").
WHEREAS, the Company and the Investors are parties to a Registration Rights
Agreement, dated as of October 17, 1997 (the "Registration Rights Agreement");
and
WHEREAS, pursuant to Section 2.1 of the Registration Rights Agreement, the
Company and the Investors desire to amend and modify the provisions of the
Registration Rights Agreement in the manner and to the extent set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
the Company and the Investors hereby agree as follows:
1. Amendment of Section 1.7(a). The provisions of the second sentence of
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Section 1.7(a) (Underwriting Requirements; Priorities) of the Registration
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Rights Agreement are hereby deleted in their entirety and the following
substituted in lieu thereof:
If a registration is an underwritten primary registration on behalf of the
Company (without regard to registration rights arising hereunder or under
any other agreement), and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold at the
desired price in such offering, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration by the Investors and the securities requested to be included
therein by holders with contractual registration rights other than the
Investors, pro rata among the holders of such securities on the basis of
the number of Registrable Securities or shares requested to be included
therein, and (iii) third, other securities requested to be included in such
registration, pro rata among the holders thereof on the basis of the number
of shares requested to be registered.
2. Effect of First Amendment. The provisions of the Registration Rights
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Agreement are hereby amended and modified by the provisions of this First
Amendment. If any of the provisions of the Registration Rights Agreement are
materially different from or inconsistent with the provisions of this First
Amendment, the provisions of this First Amendment shall control, and the
provisions of the Registration Rights Agreement
shall, to the extent of such difference or inconsistency, be deemed to be
amended and modified.
3. Single Agreement. This First Amendment and the Registration Rights
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Agreement, as amended and modified by the provisions of this First Amendment,
shall constitute and shall be construed as a single agreement. The provisions
of the Registration Rights Agreement, as amended and modified by the provisions
of this First Amendment, are incorporated herein by this reference and are
ratified and affirmed.
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, this First Amendment has been executed and delivered by
the Company and the Investors as of the date first written above.
SCIQUEST, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name:
Title: President
SERIES A SHAREHOLDERS:
/s/ M. C. Xxxxxxx
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M. C. Xxxxxxx
ASPENTREE CAPITAL
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxx Xxxxxx Xxxxxx
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Xxxxx Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxxx X. Few
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Xxxxxxx X. Few
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Xxxxx X. Xxxx Xx. and Xxxxx X. Xxxx,
Joint Tenants with Rights of Survivorship
/s/ Xxxxx X. Xxxx Xx.
-------------------------------
Xxxxx X. Xxxx, Joint Tenant
/s/ Xxxxx X. Xxxx
-------------------------------
Xxxxx X. Xxxx, Joint Tenant
/s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxx Xxxxxx Xxxxx
-------------------------------
Xxxx Xxxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxxx, III
-------------------------------
Xxxxxx X. Xxxxxxx, III
Xxxx X. Xxxxx and Xxxxx X. Xxxxx, Joint
Tenants with Rights of Survivorship
/s/ Xxxx X. Xxxxx
-------------------------------
Xxxx X. Xxxxx, Joint Tenant
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, Joint Tenant
Xxxx X. Xxxxx, Xx. and Xxxxx X. Xxxxx, Joint
Tenants with Rights of Survivorship
/s/ Xxxx X. Xxxxx Xx.
-------------------------------
Xxxx X. Xxxxx, Joint Tenant
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, Joint Tenant
/s/ Ripon X. XxXxxxx, XX
-------------------------------
Ripon X. XxXxxxx, XX
/s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
-------------------------------
Xxxx X. Xxxxx
Xxxxx X. Xxxxx and Xxxxx X. Xxxxx, Joint
Tenants with Rights of Survivorship
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, Joint Tenant
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, Joint Tenant
/s/ Xxxx X. Xxxx
-------------------------------
Xxxx X. Xxxx
/s/ Xxxx Xxxxxx
-------------------------------
Xxxx Xxxxxx
N. C. Technological Development
Authority, Inc.
By: /s/ Xxxx Xxxxxxxxx
----------------------------
Its: President
/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx, III
-------------------------------
Xxxxxx X. Xxxxx, III
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx and Xxxx X. Xxxxxx, Joint
Tenants with Rights of Survivorship
/s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx, Joint Tenant
/s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx, Joint Tenant
/s/ Hunter X. Xxxxxx
-------------------------------
Hunter X. Xxxxxx
/s/ W.A. Xxxxxx, III
-------------------------------
W.A. Xxxxxx, III
CLASS B COMMON SHAREHOLDER:
/s/ Worth Xxxxxx
-------------------------------
Worth Xxxxxx
