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Exhibit 10.9
REGISTRATION RIGHTS AGREEMENT
DATED AS OF AUGUST 15, 1996
AMONG
SEEC, INC.
AND
THE INVESTORS IDENTIFIED HEREIN
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TABLE OF CONTENTS
PAGE
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1. Definitions................................................................................... 1
2. Demand Registration........................................................................... 2
3. Piggyback Registration........................................................................ 2
4. Registration on Form S-3...................................................................... 3
5. Obligations of the Company.................................................................... 3
6. Furnish Information........................................................................... 7
7. Suspension of Disposition of Registrable Securities........................................... 7
8. Expenses of Registration...................................................................... 7
9. Underwriting Requirements; Priorities......................................................... 8
10. Termination of the Company's Obligations...................................................... 9
11. Reports Under the 1934 Act.................................................................... 9
12. Lockup Agreement..............................................................................10
13. Certain Limitations in Connection with Future Grants of
Registration Rights.......................................................................11
14. Transfer of Registration Rights...............................................................11
15. Indemnification...............................................................................11
16. Remedies......................................................................................13
17. Amendments and Waivers........................................................................13
18. Notices.......................................................................................13
19. Counterparts..................................................................................14
20. Headings......................................................................................14
21. Governing Law.................................................................................14
22. Severability..................................................................................14
23. Entire Agreement..............................................................................14
24. Parties Benefited.............................................................................14
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REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, entered into as of the 15th day of of August, 1996, by and
among SEEC, INC. a Pennsylvania corporation (the "Company"), and the Investors
identified on the signature pages hereof (individually an "Investor" and
collectively the "Investors").
W I T N E S S E T H:
WHEREAS, each of the Investors has acquired shares of Common Stock of the
Company pursuant to the Stock Purchase Agreement dated as of July 15, 1996
and/or the Stock Purchase Agreement dated as of August 15, 1996 to which the
Company is a party (the "Stock Purchase Agreements"); and
WHEREAS, the Company has agreed to enter into this Agreement for the
purpose of providing the Investors with certain registration rights with
respect to such shares;
NOW, THEREFORE, in consideration of the premises and the mutual terms and
provisions hereof, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms 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) "Demand Registration" shall mean a registration effected pursuant
to a demand made under Section 2 hereof;
(d) "Holder" shall mean an Investor (if such Investor holds Registrable
Securities) and any other person holding Registrable Securities and any other
person holding Registrable Securities to whom these registration rights have
been transferred pursuant to Section 14 of this Agreement; PROVIDED, HOWEVER,
that any person who acquires any of the Registrable Securities in a
distribution pursuant to a registration statement filed by the Company under
the Act or pursuant to a sale under Rule 144 under the Act shall not be
considered a Holder; and "Holders" shall refer to all such persons
collectively;
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(e) 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;
(f) "Registrable Securities" shall mean (i) the shares of Common Stock
issued on or prior to the date hereof to the Investors pursuant to either of
the Stock Purchase Agreements and (ii) any Common Stock issued as a dividend or
other distribution with respect to, or in exchange or in replacement of, such
shares of Common Stock; and
(g) "1934 Act" shall mean the Securities Exchange Act of 1934, 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.
2. DEMAND REGISTRATION. Subject to Sections 9 and 10 below, at any time,
and from time to time, after 180 days following the date on which the Company
shall have first issued and sold any securities under an effective registration
statement (other than on Form S-4 of Form S-8, or any successor forms thereto)
under the Act (hereinafter the "Initial Public Offering Date"), if the Company
shall receive a written request (specifying that it is being made pursuant to
this Section 2) from the Holders of at least a majority of the Registrable
Securities that the Company file a registration statement under the Act
covering the registration for offer and sale of Registrable Securities, then
the Company shall promptly notify in writing all other Holders of such request.
Within 20 calendar days after such notice has been sent by the Company, any
other Holder may give written notice to the Company of his, her or its intent
to include such Holder's Registrable Securities in the registration. As soon as
practicable after the expiration of such 20-day period, the Company shall use
its best efforts to cause all Registrable Securities that Holders have
requested be registered to be registered under the Act.
3. PIGGYBACK REGISTRATION. Subject to Section 9 below, if at any time
after the Initial Public Offering Date the Company proposes to register any of
its securities under the Act, either for its own account or for the account of
others who are not Holders, in connection with the public offering of such
securities solely for cash, on a registration form that would also permit the
registration of Registrable Securities, the Company shall, each such time,
promptly give each Holder written notice of such proposal. Upon the written
request of any Holder given within 20 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
Holder has requested be registered.
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4. REGISTRATION ON FORM S-3.
(a) If (i) a Holder or Holders request in writing (specifying that it
is being made pursuant to this Section 4) that the Company file under the Act a
registration statement on Form S-3 (or any successor registration form to Form
S-3 regardless of its designation) for a public offering of Registrable
Securities the reasonably anticipated aggregate price to the public of which
would exceed $1,000,000 and (ii) the Company is a registrant entitled to use
Form S-3 to register such shares, then the Company shall use its best efforts
to cause such shares to be registered on Form S-3 (or any successor
registration form to Form S-3).
(b) The Holder's rights to registration under this Section 4 are in
addition to, and not in lieu of, the registration rights provided under
Sections 2 and 3.
5. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement 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; provided, that before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
will furnish to each Holder of Registrable Securities covered by such
registration statement and the underwriters, if any, copies of all such
documents proposed to be filed (excluding exhibits, unless any such person
shall specifically request exhibits), which documents will be subject to the
review of such Holders and underwriters, and the Company will not file such
registration statement or any amendment thereto or any prospectus or any
supplement thereto (including any documents incorporated by reference therein)
with the Commission if (i) the Holders of a majority of the Registrable
Securities covered by such registration object to such filing or (ii)
information in such registration statement or prospectus concerning a
particular selling Holder has changed and such Holder or the underwriters, if
any, shall reasonably object.
(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 5(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
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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 Holders such numbers of copies of such
registration statement, each amendment thereto, the prospectus included in such
registration statement (including each preliminary prospectus), each supplement
thereto and such other documents 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 such other securities laws of such jurisdictions as shall be
reasonably requested by the selling Holders and do any and all other acts and
things which may be reasonably necessary or advisable to enable such selling
Holders to consummate the disposition of the Registrable Securities owned by
such Holders in such jurisdictions; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to
transact business or to file a general consent to service of process in any
such states or jurisdictions; and provided further that (anything in this
Agreement to the contrary notwithstanding with respect to the bearing of
expenses) if any jurisdiction in which the Registrable Securities shall be
qualified shall require that expenses it incurred in connection with the
qualification of the Registrable Securities in that jurisdiction be borne by
selling shareholders, then such expenses shall be payable by the selling
Holders pro rata, to the extent required by such jurisdiction.
(e) Promptly notify each selling Holder 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 Holder, the Company will prepare 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 and registrar for all such Registrable
Securities not later than the effective date of such registration statement.
(g) Enter into such customary agreements (including underwriting
agreements in customary form for a primary offering) and take all such other
actions as the Holders of a majority of the Registrable Securities being sold
or the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including, without
limitation, effecting a stock split or a combination of shares).
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(h) Make available for inspection by any selling Holder of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such selling Holder or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
officers, directors, employees and independent accountants of the Company to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement.
(i) Promptly notify the Holders 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 or threat of issuance by the
Commission of any stop order suspending the effectiveness of the registration
statement or the initiation of any proceedings for that purpose; 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 or
the initiation or threat of initiation of any proceeding for such purpose.
(j) Make every reasonable effort to prevent the entry of any order
suspending the effectiveness of the registration statement and obtain at the
earliest possible moment the withdrawal of any such order, if entered.
(k) If reasonably requested by any underwriter or a selling Holder of
Registrable Securities in connection with any underwritten offering, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the underwriters and the Holders of a majority of the
Registrable Securities being sold agree should be included therein relating to
the sale of the Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold to
such underwriters, the purchase price being paid therefor by such underwriters
and any other terms of the underwritten (or best efforts underwritten) offering
of the Registrable Securities to be sold in such offering, and make all
required filings of such prospectus supplement or post-effective amendment
promptly after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment.
(l) Prior to the filing of any document which is to be incorporated by
reference into the registration statement or the prospectus (after the initial
filing of the registration statement with the Commission), (i) promptly provide
copies of
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such document to counsel for the selling Holders of the Registrable Securities
and the counsel for the underwriters, if any, (ii) make representatives of the
Company available for discussion of such document and (iii) make such changes
in such document prior to the filing thereof as counsel for such Holders or
underwriters may reasonably request in order to address any concerns raised
with respect to the accuracy or completeness of such document or compliance
with the requirements of the Act or the rules and regulations thereunder.
(m) Cooperate with the selling Holders of Registrable Securities and
the underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends, and enable such Registrable Securities to be in such lots
and registered in such names as the underwriters may request at least two
business days prior to any delivery of Registrable Securities to the
underwriters.
(n) Provide a CUSIP number for all Registrable Securities not later
than the effective date of the registration statement.
(o) Prior to the effectiveness of the registration statement and any
post-effective amendment thereto and at each closing of an underwritten
offering, do the following insofar as the selling Holders or the Registrable
Securities are concerned or affected: (i) make such representations and
warranties to the selling Holders of such Registrable Securities and the
underwriters, if any, with respect to the Registrable Securities and the
registration statement as are customarily made by issuers to underwriters in
primary underwritten offerings; (ii) obtain opinions of counsel to the Company
and updates thereof (which counsel and which opinions shall be reasonably
satisfactory to the underwriters, if any, and to the Holders of a majority of
the Registrable Securities being sold) addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters or their counsel; (iii) obtain "cold
comfort" letters and updates thereof from the Company's independent certified
public accountants addressed to the selling Holders of Registrable Securities
and the underwriters, if any, such letters to be in customary form and covering
matters of the type customarily covered in cold comfort letters by underwriters
in connection with primary underwritten offerings; and (iv) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority of the Registrable Securities being sold and by the underwriters, if
any, to evidence compliance with clause (i) above and with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company.
(p) Otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security
holders earnings statements satisfying the provisions of section 11(a) of the
Act, no later than 45 days after the end of any 12-month period (or 90 days, if
such period
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is a fiscal year) (i) commencing at the end of any fiscal quarter
in which Registrable Securities are sold to underwriters in a firm or best
efforts underwritten offering, or (ii) if not sold to underwriters in such an
offering, beginning with the first month of the first fiscal quarter of the
Company commencing after the effective date of the registration statement,
which statements shall cover such 12-month periods.
6. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company (a) to take any action pursuant to this Agreement
that the Holders shall furnish to the Company such information regarding them,
the Registrable Securities 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 and
(b) to cause any registration pursuant to this Agreement to have become
effective that the Holders shall have exercised their rights of conversion with
respect to any Registrable Securities proposed to be registered.
7. SUSPENSION OF DISPOSITION OF REGISTRABLE SECURITIES. Each selling
Holder 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 5(e) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities until such Holder's
receipt of copies of a supplemented or amended prospectus contemplated by
Section 5(e) hereof, or until it is advised in writing (the "Advice") 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, and, if so directed by the Company, such Holder will deliver
to the Company (at the expense of the Company) all copies, other than permanent
file copies then in such Holder's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. In the
event the Company shall give any such notice, the time periods mentioned in
Section 5(a) hereof shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section
5(e) hereof to and including the date when each selling Holder of Registrable
Securities shall have received the copies of the supplemented or amended
prospectus contemplated by Section 5(e) hereof or the Advice.
8. EXPENSES OF REGISTRATION. Whether or not any registration statement
prepared and filed pursuant to this Agreement is declared effective by the
Commission, all expenses incurred in connection with a registration pursuant to
the terms hereof (excluding underwriters discounts and commissions), including
without limitation all registration, qualification, application, filing,
listing, transfer agent and registrar fees, printing, messenger, telephone and
delivery fees and expenses, accounting fees and disbursements (including the
expenses of any audit, review and/or "cold comfort" letters), fees and
disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel chosen by the
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Holders of a majority of the Registrable Securities being registered shall be
borne by the Company.
9. UNDERWRITING REQUIREMENTS; PRIORITIES.
(a) The Company will have the sole right to select the investment
banker(s) and manager(s) to administer any offering to which Section 2 or
Section 4 is applicable. The Company will not include in any registration under
Section 2 or Section 4 any securities that are not Registrable Securities,
except for securities acquired by any underwriter of an initial public offering
of the Company's Common Stock and securities as to which registration rights
have been granted in compliance with Section 13 hereof, without the written
consent of the Holders of a majority of the Registrable Securities requesting
such registration. If other securities are permitted to be included in a
registration under Section 2 or Section 4 which is an underwritten offering and
the managing underwriters advise the Company that in their opinion the number
of Registrable Securities and other securities requested to be included exceeds
the number of Registrable Securities and other securities which can be sold at
the desired price in such offering, the Company will include in such
registration the number of Registrable Securities and other securities
requested to be included which in the opinion of such underwriters can be sold,
pro rata among the respective holders of such Registrable Securities and other
securities on the basis of the amount of Registrable Securities and such other
securities requested to be registered.
(b) The Company will also have the right to select the investment
banker(s) and manager(s) to administer any offering to which Section 3 is
applicable. If a registration under Section 3 is or includes an underwritten
primary registration on behalf of the Company, 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, and (ii)
second, the Registrable Securities and other securities requested to be
included in such registration by the Holders of Registrable Securities and the
holders of such other securities requesting such registration in such
quantities as will not, in the opinion of the managing underwriters, jeopardize
the success of the offering, pro rata among the holders thereof on the basis of
the number of shares requested to be registered. If a registration under
Section 3 is an underwritten secondary registration on behalf of holders of
securities of the Company (and does not include a primary 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, the securities requested to be included
therein by the Holders of Registrable Securities and the holders of such other
securities requesting
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such registration pro rata among the holders of such securities on the basis of
the number of shares requested to be included therein.
(c) 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) properly completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.
10. TERMINATION OF THE COMPANY'S OBLIGATIONS. The Company shall have no
further obligations pursuant to Section 2 with respect to any request or
requests made by any Holder after the Company has effected one Demand
Registration pursuant to a demand made by the Holders of Registrable Securities
specified in Section 2(a) in which a registration statement has remained
effective for at least 180 days or has become effective and all Registrable
Securities covered thereby have been sold pursuant thereto. Notwithstanding the
preceding sentence, if in connection with any Demand Registration the Company
shall fail to comply in any material respect with any of the obligations
specified in Sections 5(a) through (d), Sections 5(f) through (h) or Sections
5(j) through (p), or if the Company shall fail to comply in any respect with
any of the obligations specified in Sections 5(e) or (i) hereof, or if a
reduction of the type contemplated by the third sentence of Section 9(a) hereof
occurs, such Demand Registration shall not be counted for the purpose of
determining whether the limits set forth in this Section 10 have been reached.
The Company shall not be obligated under Sections 2, 3 or 4 hereof to
register or include in any registration Registrable Securities that any Holder
has requested to be registered if the Company shall furnish such Holder with a
written opinion of counsel reasonably satisfactory to such Holder that all
Registrable Securities that such Holder holds may be publicly offered, sold and
distributed without registration under the Act pursuant to Rule 144 promulgated
by the Commission under the Act.
11. REPORTS UNDER THE 1934 ACT. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Act and any other rule
or regulation of the Commission that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company
agrees to use its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times subsequent to 90 days after
the effective date of the first registration statement covering an underwritten
public offering filed under the Act by the Company;
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(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act at any time
after it is subject to such registration requirements; and
(c) furnish to any Holder so long as such Holder owns any of the
Registrable Securities forthwith upon request a written statement by the
Company that it has complied with the reporting requirements of Rule 144 (at
any time after 90 days after the effective date of said first registration
statement filed by the Company), and of the Act and the 1934 Act (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed by the Company as may be reasonable requested by any Holder
in availing any Holder of any rule or regulation of the Commission permitting
the selling of any such securities without registration.
12. LOCKUP AGREEMENT.
(a) The Holders agree, in connection with any registration of the
Company's securities upon the request of the underwriters managing any
underwritten offering of the Company 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 (or such shorter period as
the Company or the underwriters may specify).
(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable to exercisable for such securities, during the seven days prior to
and during the 180-day period (or such shorter period as the underwriters
managing the offering may specify) beginning on the effective date of any
registration statement related to an underwritten offering pursuant to which
Registrable Securities are to be sold (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or any successor form),
unless the underwriters managing the registered public offering otherwise
agree, and (ii) to use its best efforts to cause each holder of at least 5% (on
a fully diluted basis) of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, purchased from the
Company at any time after the date of this Agreement (other than in a
registered public offering) to agree not to effect any sale or distribution of
any such securities during such period (except as part of such underwritten
registration, if otherwise permitted), unless the underwriters managing the
registered public offering otherwise agree.
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13. CERTAIN LIMITATIONS IN CONNECTION WITH FUTURE GRANTS OF REGISTRATION
RIGHTS. From and after the date of this Agreement, the Company may enter into
any agreement with any holder or prospective holder of any securities of the
Company providing for the granting to such holder of registration rights
provided that such agreement:
(a) includes the equivalent of Section 12 of this Agreement as a term;
and
(b) includes a provision that, in the case of any registration
involving an underwritten offering, protects the Holders on a pro rata basis if
marketing factors require a limitation on the number of securities to be
included in an underwriting in the manner contemplated by Section 9 of this
Agreement.
14. TRANSFER OF REGISTRATION RIGHTS. Provided that the Company is given
written notice by the Holder 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
provided under this Agreement may be transferred in whole or in part at any
time by any Holder.
15. INDEMNIFICATION. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the full extent permitted by law, the Company will, and hereby
does indemnify and hold harmless each Holder requesting or joining in a
registration, each director, officer, partner, employee, or agent for such
Holder, any underwriter (as defined in the Act) for such Holder, and each
person, if any, who controls such Holder 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 agreement contained
in this Section 15(a) 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,
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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
Holder, underwriter or controlling person.
(b) To the full extent permitted by law, each Holder requesting or
joining in a registration under this Agreement will 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 Holder and each person, if any, who controls
such other selling Holder within the meaning of Section 15 of the Act against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer, controlling person 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 Holder expressly for use in connection
with such registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person or underwriter in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 15(b) 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 Holder (which consent shall
not be unreasonably withheld).
In no event shall the liability of any selling Holder of Registrable
Securities hereunder be greater than the dollar amount of the proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.
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(c) Promptly after receipt by an indemnified party under this Section
15 of notice of the commencement of any action or knowledge of a claim that
would, if asserted, give rise to a claim for indemnity hereunder, such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 15, notify the indemnifying party in
writing of the commencement thereof or knowledge thereof and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to notify an indemnifying party
promptly of the commencement of any such action or of the knowledge of any such
claim, if prejudicial to his ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
15, but the omission so to notify the indemnifying party will not relieve him
of any liability that he may have to any indemnified party otherwise than under
this Section.
16. REMEDIES. In addition to being entitled to exercise all rights
provided in this Agreement as well as all rights granted by law, including
recovery of damages, each Holder of Registrable Securities will be entitled to
specific performance of its rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees not to raise the defense in any action for specific performance that a
remedy at law would be adequate.
17. AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority of the outstanding Registrable Securities.
18. NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery.
(a) if to a Holder of Registrable Securities, at the most current
address given by such Holder to the Company in accordance with the provisions
of this Section 18, which address initially is, for the Investor, the address
set forth in the Purchase Agreement; and
(b) if to the Company, initially at 0000 Xxxx Xxxxxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000, to the attention of its President, and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 18.
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All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.
19. COUNTERPARTS. This Agreement may be executed in any number of
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.
20. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
21. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
22. SEVERABILITY. In the event that any one or more of the provisions
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.
23. ENTIRE AGREEMENT. This Agreement is intended by the parties as a 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. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
24. PARTIES BENEFITED. Nothing in this Agreement, express or implied, is
intended to confer upon any third party any rights, remedies, obligations or
liabilities.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
SEEC, INC.
By:___________________________________
Title:________________________________
Printed Name:_________________________
INVESTORS
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Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx
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Xxxx Xxxxx
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Xxxx X. Xxxxx
------------------------------------
Xxxxxxx Xxxxxxxxx
------------------------------------
Xxxxxx Xxxxxx
------------------------------------
Xxxxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxxxx
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------------------------------------
Xxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxx Xxxxxxxxx Basu
------------------------------------
Xxxxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx
------------------------------------
Xxxx Xxxxxxxxx
------------------------------------
Xxxxxxxx Xxxx
------------------------------------
Xxxxxxx Xxxxx
------------------------------------
Xxxx X. Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxx
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------------------------------------
Xxxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxx
------------------------------------
Xxx Xxxxxxxxxxx
------------------------------------
Xxxx Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxx, Xx.
------------------------------------
Xxx Xxxxxxxxx
-17-
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PROVIDENCE INVESTMENT
MANAGEMENT GROUP
By:__________________________________
Title:_______________________________
AMAR FOUNDATION
By:__________________________________
Title:_______________________________
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