EXHIBIT 10.13
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is entered into this February ___, 1998
among United Road Services, Inc., a Delaware corporation ("URSI"), and those
stockholders of URSI who are signatories of this Agreement (the "Stockholders").
RECITALS
A. The Stockholders have previously acquired shares of common stock of
URSI in private placements of such shares completed prior to URSI's filing of a
registration statement under the Securities Act of 1933 as amended ("1933 Act")
for its proposed initial public offering ("IPO") of common stock (the shares so
acquired by the Stockholders being referred to herein as the "Registrable
Shares").
B. URSI is expected to enter into an Agreement and Plan of Reorganization
(the "Merger Agreements") with certain companies ("Founding Companies") that are
expected to merge with and into URSI simultaneously with the completion of the
IPO, and with the stockholders of the Founding Companies, providing for the
issuance of URSI Common Stock to such stockholders and the granting to such
stockholders of registration rights with respect to such Common Stock.
C. Certain of the Stockholders will be required under the Merger
Agreements to agree to certain limitations on their ability to transfer their
Registrable Shares and in connection therewith URSI and the Stockholders desire
that the Stockholders have registration rights consistent with the registration
rights to be granted to the Founding Company Stockholders pursuant to the Merger
Agreements.
NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, the parties hereto hereby agree as follows:
1. At any time following the consummation of the IPO whenever URSI
proposes to register any shares of URSI Common Stock ("URSI Stock") for its own
or others' account under the 1933 Act for a public offering, other than (i)
registrations of shares to be used as consideration for acquisitions of
additional businesses by URSI and (ii) registrations relating to employee
benefit plans, URSI shall give each of the Stockholders prompt written notice of
its intent to do so. Upon the written request of any of the Stockholders given
within thirty (30) days after receipt of such notice, URSI shall cause to be
included in such registration all
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of the Registrable Shares which any such Stockholder requests, provided that
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URSI shall have the right to reduce the number of shares included in such
registration to the extent that inclusion of such shares could, in the opinion
of tax counsel to URSI or its independent auditors, jeopardize the status of the
transactions contemplated by the Merger Agreements as a reorganization described
in Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended. In
addition, if URSI is advised in writing in good faith by any managing
underwriter of an underwritten offering of the securities being offered pursuant
to any registration statement under this Section 1 that the number of shares to
be sold by persons other than URSI is greater than the number of such shares
which can be offered without adversely affecting the offering, URSI may reduce
pro rata the number of shares offered for the accounts of such persons (based
upon the number of shares of URSI Stock issued pursuant to this Agreement held
by such person) to a number deemed satisfactory by such managing underwriter,
provided that such reduction shall be made first by reducing the number of
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shares to be sold by persons other than URSI, the Stockholders, the stockholders
of the Founding Companies, and any person or persons who have required such
registration pursuant to "demand" registration rights granted by URSI;
thereafter, if a further reduction is required, it shall be made by first
reducing the number of shares to be sold by the Stockholders and the
stockholders of the Founding Companies with such further reduction being made so
that to the extent any shares can be sold by the Stockholders and the
stockholders of the Founding Companies, each such stockholder will be permitted
to sell a number of shares proportionate to the number of shares of URSI Stock
owned by such stockholder immediately after the consummation of the IPO,
provided that if any stockholder does not wish to sell all shares such
stockholder is permitted to sell, the opportunity to sell additional shares
shall be reallocated in the same manner to those Stockholders and stockholders
of the Founding Companies who wish to sell more shares until no more shares can
be sold by such stockholders.
2. At any time after the date two years after the consummation of the IPO,
the holders of Registrable Shares which have (i) not been previously registered
or sold, (ii) which are not entitled to be sold under Rule 144(k) (or any
similar or successor provision) and (iii) which have an aggregate market value
in excess of $5 million (based on the average closing price on the five days
prior to the date of such request) promulgated under the 1933 Act may request in
writing that URSI file a registration statement under the 1933 Act covering the
registration of the Registrable Shares then held by such Stockholders (a "Demand
Registration"). Within ten (10) days of the receipt of such request, URSI shall
give written notice of such request to all other Stockholders and shall, as soon
as practicable, file and use its best efforts to cause to become effective a
registration
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statement covering all such shares. URSI will use its best efforts to keep such
Demand Registration current and effective for one hundred twenty (120) days (or
such shorter period during which holders shall have sold all URSI Stock which
they request to be registered). URSI shall be obligated to effect only two (2)
Demand Registrations for all Stockholders, and the second request may not be
made until at least one (1) year after the effective date of the registration
statement for the first Demand Registration.
Notwithstanding the foregoing paragraph, following such a demand a majority
of URSI's disinterested directors (i.e., directors who have not demanded or
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elected to sell shares in any such public offering) may postpone the filing of
the registration statement for a thirty (30) day period beyond the period
provided above.
If at the time of any request by the Stockholders for a Demand Registration
URSI has fixed plans to file within sixty (60) days after such request a
registration statement covering the sale of any of its securities in a public
offering under the 1933 Act, no registration of the Registrable Shares shall be
initiated under this Section 2 until ninety (90) days after the effective date
of such registration unless URSI is no longer proceeding diligently to effect
such registration; provided that URSI shall provide the Stockholders the right
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to participate in such public offering pursuant to, and subject to, Section 1
hereof.
3. All expenses incurred in connection with the registrations under this
Agreement (including all registration, filing, qualification, legal, printer and
accounting fees, but excluding underwriting commissions and discounts) shall be
borne by URSI. In connection with such registrations URSI shall (i) prepare and
file with the Securities and Exchange Commission as soon as reasonably
practicable, a registration statement with respect to the URSI Stock and use its
best efforts to cause such registration to promptly become and remain effective
for a period of at least one hundred twenty (120) days (or such shorter period
during which holders shall have sold all URSI Stock which they requested to be
registered); (ii) use its best efforts to register and qualify the URSI Stock
covered by such registration statement under applicable state securities laws as
the holders shall reasonably request for the distribution for the URSI Stock;
and (iii) take such other actions as are reasonable and necessary to comply with
the requirements of the 1933 Act and the regulations thereunder.
4. In connection with each registration pursuant to this Agreement
covering an underwritten registered public offering, URSI and each participating
holder agree to enter into a written agreement with the managing underwriters in
such form and containing such provisions as are customary in the securities
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business for such an arrangement between such managing underwriters and
companies of URSI's size and investment stature, including indemnification. In a
registration under Section 1 the managing underwriters of any such underwritten
offering shall be selected by URSI (or, if required by a "demand" registration
right of a stockholder requiring such registration, by such requiring
stockholder), and in a registration under Section 2 may be selected by the
holders of a majority of the Registrable Shares that have demanded to be
included in such registration pursuant to Section 2, provided the managing
underwriters so selected are reasonably acceptable to URSI.
5. For the purposes of this Agreement, Registrable Shares shall include
shares issued as a stock dividend or stock split, or otherwise distributed by
URSI to its stockholders without consideration in respect of Registrable Shares.
URSI shall not be obligated to register shares of URSI stock held by any
stockholder at a time when the resale provisions of Rule 144(K) (or any similar
successor provisions) promulgated under the 1933 Act are available to such
stockholder. This Agreement will expire on December 31, 2001.
6. (a) Unless otherwise provided, notice required or permitted to be
given to a party pursuant to the provisions of this Agreement will be in writing
and will be effective and deemed given under this Agreement on the earliest of
(i) the date of personal delivery, (ii) the date of delivery by facsimile (upon
confirmation of receipt thereof), or (iii) upon delivery if sent by a
nationally-recognized courier or overnight service, including Federal Express or
Express Mail, or by United States mail by registered mail (airmail where sent
overseas). All notices not delivered personally or by facsimile will be sent
with postage and other charges prepaid and properly addressed to the party to be
notified at the address set forth on the signature pages hereof, or at such
other address as such party may designate by ten (10) days' advance written
notice to the other parties hereto. Notices to URSI will be marked to the
attention of the President.
(b) This Agreement constitutes the full and entire understanding and
agreement between the parties relative to the specific subject matter hereof,
and supersedes any previous agreements, understandings and negotiations among
the parties relative to the specific subject matter hereof. Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought.
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(c) This Agreement may be executed in any number of counterparts, each of
which will constitute an original and all of which together will constitute one
instrument.
(d) This Agreement will be governed in all respects by the substantive laws
of the State of Delaware, without giving effect to the conflict of law
principles thereof.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date
first above written.
URSI: United Road Services, Inc.
By:
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Xxxxxx X. Xxxxxxx,
Chief Executive Officer
STOCKHOLDERS:
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Xxxxxx X. Xxxxxxx, for himself
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Xxxx Xxxxxx Xxxx XxXxxxxx
BankAmerica Investment
Corporation
By:
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Xxxxxx Xxxxxxxxx, Xx.
Title:
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Xxxx Xxxxx Xxxxx Xxxxxx
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Xxxxxx Xxxxx Xxxxx Leuphold
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Xxxxx X. Xxxxxx Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx/Xxxxx X.
Xxxxxxx
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