EXHIBIT 10.57
Debtor Name: Wasatch Education Systems Corporation
Exhibit C to Stock Purchase Agreement
Document defined as "Registration Rights Agreement"
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into by and among
WASATCH EDUCATION SYSTEMS CORPORATION, A UTAH CORPORATION having its
principal place of business at 0000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx
00000 ("Debtor"), and the undersigned California limited partnership
investment funds, each having a principal place of business at 0000 Xxxxxxx
xx xxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (collectively, "Lenders").
This Agreement shall be effective as of the 30th day of June, 1995.
R E C I T A L S
A. Debtor and Lenders are parties to that certain Stock Purchase Agreement
of even date herewith (the "Stock Purchase Agreement") pursuant to which
Debtor's indebtedness to Lenders will be converted to stock in Debtor. All
capitalized terms used in this Agreement and not specifically defined herein
shall have the meanings given in the Stock Purchase Agreement.
B. Pursuant to the Stock Purchase Agreement, Debtor will issue Debtor's
Warrants to purchase shares of Debtor's Common Stock (collectively, the
"Warrants") and, to two Lenders, an aggregate of 1,666,666 shares of Debtor's
Common Stock (the "Shares").
C. As a condition to the entering into the Stock Purchase Agreement, Lenders
have required that Debtor execute and deliver this Agreement.
A G R E E M E N T
NOW THEREFORE, in consideration of the terms and conditions contained herein,
the parties hereto hereby agree as follows:
1. This Agreement is made with respect to that certain Registration Rights
Agreement by and among Debtor and Lenders dated as of the 31st day of
December , 1991, whereby Debtor has contractually undertaken certain
obligations to register certain of Debtor's capital stock held by such parties
under the Securities Act of 1933, as amended (such agreement being referenced
herein as the "Master Registration Rights Agreement").
2. Debtor agrees that the term "Registrable Securities", as defined in
Section 1.3 of the Master Registration Rights Agreement, includes within the
meaning of such term the Shares and all shares of Common Stock issued or
issuable upon exercise of the Warrants (or issued in respect of such Shares
or Common Stock by way of stock dividend or otherwise).
3. Each Lender and its permitted assignees shall have all rights of a "Holder"
within the meaning given in Section 1.7 of the Master Registration Rights
Agreement and shall be treated for all purposes as a Holder under the Master
Registration Rights Agreement. Each Lender hereby assumes the obligations of
a Holder of Registrable Securities under the Master Registration Rights
Agreement.
4. In addition to any rights Lenders may have as Holders with respect to
Registrable Securities under the Master Registration Rights Agreement, as
supplemented by this Agreement, and notwithstanding any provision of the
Master Registration Rights Agreement to the contrary, Lenders shall have the
following registration rights, but only with respect to Lenders' Registrable
Securities comprising the Shares (the "Supplemental Registrable Securities"):
If any registration of which Debtor gives notice pursuant to Section 2.1(i)
of the Master Registration Rights Agreement is for an underwritten public
offering of Common Stock pursuant to a registration statement which is to
become effective on or before December 31, 1996, Debtor shall so advise Lenders
as a part of the written notice given pursuant to Section 2.1(i) of the Master
Registration Rights Agreement. If the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten with
respect to the secondary portion of such registration, Debtor shall so advis
e Lenders and the other holders of Common Stock distributing their securities
through such registration and underwriting. Thereafter, the underwriter may
exclude some or all of the Supplemental Registrable Securities from such
registration and underwriting, but only in accordance with the procedure set
forth in the following sentence. The securities to be included in the
secondary portion of such registration shall be allocated first to Supplemental
Registrable Securities until the Supplemental Registrable Securities are
exhausted and thereafter allocated as otherwise provided in the Master
Registration Rights Agreement. The Lenders shall also have the demand
registration rights with respect to the Shares as set forth in Section 5
below.
5. Registration on Form S-3.
5.1 Eligibility of Debtor. Debtor shall use its best efforts to continue to
be eligible for the use of Form S-3 (or under any similar successor forms) and
, to that end, Debtor shall comply with the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "34 Act"). While Debtor is
qualified for the use of Form S-3 (or successor forms), the Lenders shall have
the right to request an unlimited number of registrations on Form S-3 (or
successor forms) with regard to the Shares. Such requests shall be in writing
and shall state the number of Shares to be distributed and the intended method
of disposition of such Shares by the Lenders. The foregoing shall be subject
only to the following limitations:
Debtor shall not be obligated to cause a registration on Form S-3 (or
successor forms) to become effective prior to the expiration of at least
ninety (90) days following the effective date of the most recent Debtor-
initiated registration (other than a registration on Form S-8 or any similar
form which may be promulgated in the future relating solely to employee
benefit plans, or on Form S-4 or similar forms which may be promulgated in
the future relating solely to an SEC Rule 145 transaction); provided, however
, that Debtor shall use its best efforts to achieve such effectiveness promptly
following such ninety (90) day period;
Debtor shall not be required to effect a registration pursuant to this
Section 5 unless the Lenders requesting registration propose to dispose of
Shares of Registrable Securities which have an aggregate offering price of at
least Two Hundred Thousand Dollars ($200,000).
5.2 Best Efforts of Debtor. Subject to the foregoing, Debtor will use its
best efforts to effect promptly the registration of all Shares of Registrable
Securities on Form S-3 (or successor forms), to the extent requested pursuant
to Section 5.
5.3 Incorporation of Master Registration Rights Agreement. For purposes of
this Section 5, the overall procedures and definitions as specified in the
Master Registration Rights Agreement shall control in the same manner as if
set forth in full herein.
6. Debtor represents and warrants that all waivers and consents of all
parties necessary to effectively grant the registration rights to Lender, as
provided herein, and to effectively make each Lender a party to the Master
Registration Rights Agreement (in the manner contemplated and provided hereby)
have been obtained and that this Agreement represents the valid, binding and
enforceable obligation of Debtor.
7. The breach of any of the terms hereof shall be an event of default under
the Stock Purchase Agreement.
8. This Agreement may be executed in any number of counterparts, each of
which shall be an original as against any party whose signature appears
thereon and all of which together shall constitute one and the same instrument.
This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as signatories.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representative identified below.
DEBTOR: WASATCH EDUCATION SYSTEMS CORPORATION
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, President and CEO
LENDERS:
SOFTWARE FUND II, a California TECHNOLOGY FUNDING PRIVATE RESERVE FUND,
Limited Partnership a California Limited Partnership
By: Technology Funding Inc. By: Technology Funding Inc.
Its Managing General Partner Its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Georg
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Vice President Vice President
TECHNOLOGY FUNDING PARTNERS I, TECHNOLOGY FUNDING PARTNERS II,L.P.
L.P., a California Limited a California Limited Partnership
Partnership
By: Technology Funding Inc. By: Technology Funding Inc.
Its Managing General Partner Its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Georg
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Vice President Vice President
TECHNOLOGY FUNDING SECURED TECHNOLOGY FUNDING SECURED INVESTORS III,
INVESTORS III, a California an Income and Growth Partnership, L.P.
Limited Partnership a California Limited Partnership
By: Technology Funding Inc. By: Technology Funding Inc.
Its Managing General Partner Its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Georg
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Vice President Vice President
