EXHIBIT 4.1
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December 3,
1998, is entered into by and among Segue Software, Inc., a Delaware corporation
(the "Company"), and each Holder (as hereinafter defined) executing a signature
page hereto.
This Agreement is made pursuant to a certain Agreement and Plan of Merger
(the "Merger Agreement"), dated as of December 3, 1998, by and among the
Company, SSI Merger Corp., Eventus Software, Inc., a California corporation
("Eventus") and the Principal Stockholders of Eventus. In order to induce the
stockholders of Eventus to approve the Merger Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing of the transactions contemplated
by the Merger Agreement.
In consideration of the foregoing, the parties hereby agree as follows:
Section 1. Definitions.
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As used in this Agreement, the following terms shall have the following
meanings:
"Actual Effective Date" shall have the meaning set forth in Section 2(a).
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"Advice" shall have the meaning set forth in Section 3.
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"Affiliate" means, with respect to any specified Person, any other Person (i)
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directly or indirectly controlling (including, but not limited to, all directors
and executive officers of such Person), controlled by or under direct or
indirect common control with such specified Person, or (ii) that directly or
indirectly owns more than 10% of the voting securities of such Person. A Person
shall be deemed to control a corporation if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise.
"Business Day" means a day that is not a Legal Holiday.
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"Commission" means the United States Securities and Exchange Commission.
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"Common Stock" means the common stock, par value $.01 per share, of the
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Company.
"Company" shall have the meaning set forth in the preamble and shall include
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the Company's successors by merger, acquisition, reorganization or otherwise.
"Controlling Persons" shall have the meaning set forth in Section 5(a).
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"Damages" shall have the meaning set forth in Section 5(a).
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"Exchange Act" means the Securities Exchange Act of 1934, as amended from
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time to time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.
"Holder" means (i) each Person (other than the Company) executing a signature
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page hereto and (ii) each Person (other than the Company) to whom a Holder
transfers Shares if such Person acquires such Shares as Registrable Securities.
"Holders' Counsel" means Fenwick & West LLP, special counsel to the Holders,
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or any successor counsel selected by Holders of a majority in interest of the
Registrable Securities.
"Legal Holiday" means a Saturday, Sunday or a day on which banking
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institutions in New York City, New York, or Boston, Massachusetts, or at such
place of payment, are not required to be opened.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of the
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date of this Agreement, by and among the Company, SSI Merger Corp., Eventus and
the Principal Stockholders of Eventus, pursuant to which the Shares are being
issued, as amended, modified or supplemented from time to time, together with
any exhibits, schedules or other attachments thereto.
"Nasdaq" shall have the meaning set forth in Section 3(j).
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"Objection Notice" shall have the meaning set forth in Section 3(a).
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"Objecting Party" shall have the meaning set forth in Section 3(a).
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"Person" means any individual, corporation, partnership, joint venture,
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association, joint-stock company, trust, limited liability company,
unincorporated organization, government or other agency, or any political
subdivision thereof, or any other entity of whatever nature.
"Prospectus" means the prospectus included in any Registration Statement
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(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective Registration
Statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the
prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.
"Registrable Securities" means the Shares; provided, however, that any Shares
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shall cease to be Registrable Securities when (i) a Registration Statement
covering such Registrable Securities has been declared effective and such
Registrable Securities have been disposed of pursuant to such effective
Registration Statement, (ii) such Registrable Securities are transferred to any
Person other than a Holder pursuant to Rule 144 (or any successor rule or
similar provision then in effect, but not Rule 144A) under the Securities Act,
including a sale pursuant to the provisions of Rule 144(k), or (iii) such Shares
shall have ceased to be outstanding.
"Registration Expenses" shall have the meaning set forth in Section 4.
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"Securities Act" means the Securities Act of 1933 or any successor statute,
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and the rules and regulations of the Commission promulgated thereunder.
"Shares" means fifty percent (50%) of the shares of Common Stock issued to
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all stockholders of Eventus pursuant to the Merger Agreement and shall include
any additional shares issued with respect to such shares pursuant to a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, or other reorganization.
"Shelf Registration Statement" means a registration statement of the Company
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on the appropriate form for an offering to be made on a continuous basis
pursuant to Rule 415 under the Securities Act that covers any of the Registrable
Securities pursuant to the provisions of this Agreement, and all amendments and
supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus, all exhibits, and all
material incorporated by reference or deemed to be incorporated by reference in
such registration statement.
"Suspension Notice" shall have the meaning set forth in Section 3.
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"Suspension Period" shall have the meaning set forth in Section 3.
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"Target Effective Date" means April 30, 1999.
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"Target Effective Period" shall have the meaning set forth in Section 2(a).
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"Target Filing Date" means March 31, 1999.
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Section 2. Shelf Registration.
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(a) Filing; Effectiveness. Not later than the Target Filing Date, the
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Company shall prepare and file with the Commission a Shelf Registration
Statement covering the resale of all of the Registrable Securities. The Company
shall use best efforts to cause the Shelf Registration Statement to be declared
effective on or before the Target Effective Date and to keep such Shelf
Registration Statement continuously effective for a period (the "Target
Effective Period") following the date on which such Shelf Registration Statement
is declared effective (the "Actual Effective Date"), which Target Effective
Period shall be equal to, with respect to each Holder, the period of time
between the Actual Effective Date and the date which is 180 days following the
Actual Effective Date.
(b) Supplements; Amendments. The Company agrees, if necessary, to
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supplement or amend the Shelf Registration Statement, as required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or as
requested (which request shall result in the filing of a supplement or
amendment) by any Holder of Registrable Securities to which such Shelf
Registration Statement relates, and the Company agrees to furnish to the Holders
and Holders' Counsel copies of any such supplement or amendment prior to its
being used and/or filed with the Commission.
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(c) Effective Registration. A registration will not be deemed to have
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been effected as a Shelf Registration Statement unless the Shelf Registration
Statement with respect thereto has been declared effective by the Commission and
the Company has complied in all material respects with its obligations under
this Agreement with respect thereto; provided, however, that if after a Shelf
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Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to such Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the Commission or
any other governmental agency or court, such Shelf Registration Statement will
be deemed not to have become effective during the period of such interference
until the offering of Registrable Securities pursuant to such Shelf Registration
Statement may legally resume. If a registration requested pursuant to this
Section 2 is deemed not to have been effected, then the Company shall continue
to be obligated to effect a registration pursuant to this Section 2.
Section 3. Registration Procedures.
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In connection with the obligations of the Company to effect or cause the
registration of any Registrable Securities pursuant to the terms and conditions
of this Agreement, the Company shall use its best efforts to effect the
registration and sale of such Registrable Securities in accordance with the
intended method of disposition thereof as quickly as practicable, and in
connection therewith:
(a) The Company shall prepare and file with the Commission a Shelf
Registration Statement on the appropriate form under the Securities Act,
which Shelf Registration Statement shall comply as to form in all material
respects with the requirements of the applicable form and include all
financial statements required by the Commission to be filed therewith, and
use its best efforts to cause such Shelf Registration Statement to become
effective and remain effective in accordance with the provisions of this
Agreement; provided, however, that, at least three Business Days prior to
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filing a Shelf Registration Statement or Prospectus or any amendments or
supplements thereto, including documents incorporated by reference after the
initial filing of the Shelf Registration Statement, the Company shall furnish
to the Holders of the Registrable Securities covered by such Shelf
Registration Statement and Holders' Counsel draft copies of all such
documents proposed to be filed, which documents will be subject to the review
of Holders' Counsel and the Company will not, unless required by law or this
Agreement, file any Shelf Registration Statement or amendment thereto or any
Prospectus or any supplement thereto to which Holders holding a majority in
interest of the Registrable Securities covered by such Shelf Registration
Statement shall object; provided, however, that any such objection to the
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filing of any Shelf Registration Statement or amendment thereto or any
Prospectus or supplement thereto shall be made by written notice (the
"Objection Notice") delivered to the Company no later than two Business Days
after the party or parties asserting such objection or their counsel (the
"Objecting Party") receives draft copies of the documents that the Company
proposes to file. The Objection Notice shall set forth the objections and
the specific areas in the draft documents where such objections arise. The
Company shall have five Business Days after receipt of the Objection Notice
to correct such deficiencies to the satisfaction of the Objecting Party, and
will notify each Holder of any stop order issued or threatened by the
Commission in connection therewith and shall use its best efforts to prevent
the entry of such stop order or, if entered, to have such stop order
withdrawn at the earliest possible moment.
(b) The Company shall promptly prepare and file with the Commission such
amendments and post-effective amendments to such Shelf Registration Statement
as may be necessary to keep such Shelf Registration Statement effective for
as long as the Company is required to keep such Shelf Registration Statement
effective pursuant to the terms hereof; shall cause the Prospectus to be
supplemented by any required Prospectus supplement, and, as so supplemented,
to be filed pursuant to Rule 424 under the Securities Act; and shall comply
with the provisions of the Securities Act applicable to it with respect to
the disposition of all Registrable Securities covered by such Shelf
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders set forth in such Shelf
Registration Statement or amendment thereto or such Prospectus or supplement
thereto;
(c) The Company shall promptly furnish to any Holder of Registrable
Securities included in a Shelf Registration Statement, without charge, such
number of conformed copies of such Shelf Registration Statement and any post-
effective amendment thereto and such number of copies of the Prospectus
(including each preliminary Prospectus) and any amendments or supplements
thereto, any documents incorporated by reference therein and such other
documents as any such Holder may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities being sold
by such Holder.
(d) The Company shall, on or prior to the date on which a Shelf
Registration Statement is declared effective, (i) use its best efforts to
register or qualify the Registrable Securities covered by such Shelf
Registration Statement under the securities or "blue sky" laws of each of the
50 states of the United States or obtain appropriate exemptions therefrom;
(ii) do any and all other acts and things which may be necessary or advisable
to enable the Holders of Registrable Securities included in such Shelf
Registration Statement to consummate the disposition of such Registrable
Securities in
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accordance with their intended method of disposition thereof; (iii) use its
best efforts to keep each such state securities or "blue sky" registration or
qualification (or exemption therefrom) effective during the period in which
the Company is required to keep such Shelf Registration Statement effective;
and (iv) do any and all other acts or things which may be necessary or
advisable to enable the Holders of Registrable Securities included in such
Shelf Registration Statement to complete the disposition in such
jurisdictions of such Registrable Securities in accordance with their
intended method of disposition thereof; provided, however, that the Company
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shall not be required (x) to qualify to do business in any jurisdiction where
it would not otherwise be required to so qualify but for this Section 3(d) or
(y) to file any general consent to service of process.
(e) The Company shall use its best efforts to cause the Registrable
Securities covered by a Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company to enable
the Holders to consummate the disposition of such Registrable Securities in
accordance with their intended method of disposition thereof.
(f) The Company shall promptly notify each Holder of Registrable
Securities included in a Shelf Registration Statement and Holders' Counsel
(i) when such Shelf Registration Statement or a Prospectus or any post-
effective amendment or any Prospectus supplement has been filed and, with
respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (ii) of any request by the Commission or
any state securities authority for amendments and supplements to such Shelf
Registration Statement and Prospectus or for additional information after
such Shelf Registration Statement has become effective, (iii) of the issuance
by the Commission of any stop order suspending the effectiveness of such
Shelf Registration Statement or the initiation or threatening of any
proceedings for that purpose, (iv) of the issuance by any state securities
commission or other regulatory authority of any order suspending the
registration or qualification or exemption from registration or qualification
of any of the Registrable Securities under state securities or "blue sky"
laws or the initiation of any proceedings for that purpose, and (v) of the
happening of any event which makes any statement of a material fact made in
such Shelf Registration Statement or related Prospectus untrue or which
requires the making of any changes in such Shelf Registration Statement or
Prospectus so that such Shelf Registration Statement or Prospectus will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and, as promptly as practicable thereafter, prepare and file an
amendment to such Shelf Registration Statement with the Commission and
furnish to any such Holders a supplement or amendment to such Prospectus so
that, as thereafter deliverable to the purchasers of such Registrable
Securities, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(g) The Company shall promptly use its best efforts to prevent the
issuance of any order suspending the effectiveness of a Shelf Registration
Statement, and, if any such order suspending the effectiveness of a Shelf
Registration Statement is issued, shall promptly use its best efforts to
obtain the withdrawal of such order at the earliest possible moment.
(h) The Company shall cooperate with the Holders of Registrable
Securities included in a Shelf Registration Statement to facilitate the
timely preparation and delivery of certificates (which shall not bear any
restrictive legends unless required under applicable law) representing
Registrable Securities sold under such Shelf Registration Statement to the
purchasers thereof, and enable such Registrable Securities to be in such
denominations and registered in such names as such Holders may request and
keep available and make available to the Company's transfer agent prior to
the effectiveness of such Shelf Registration Statement a supply of such
certificates.
(i) Initial Sale Period; Additional Sale Period. For a period of thirty
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(30) days in which the Registration Statement is effective after the Actual
Effective Date of the Registration Statement (the "Initial Sale Period"), each
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Holder will be entitled to sell Registrable Securities under such Registration
Statement representing up to fifty percent (50%) of the Common Stock issued to
such Holder pursuant to the Merger Agreement. At the end of the Initial Sale
Period the Company shall determine the total number of Registrable Securities
which remain unsold by the Holders, and shall within five (5) business days
after expiration of the Initial Sale Period, give written notice ("Request
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Notice") to all Holders advising the Holders that additional Registrable
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Securities remain unsold. The Holders will be entitled to sell under such
Registration Statement any additional Registrable Securities held by such
Holders during the Additional Sale Period (as defined below), by sending written
notice to the Company within five (5) business days after delivery to such
Holder of the Request Notice advising the Company of the number of shares of
Registrable Securities that such Holder desires to sell (the "Additional Sale
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Notice"); provided that to the extent that the Registrable Securities timely
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requested by the Holders to be sold during the Additional Sale Period exceeds
the Registrable Securities which remain unsold, then the Registrable Securities
that may be sold in the Additional Sale Period shall be reduced and allocated
among the Holders of Registrable Securities who have timely sent an Additional
Sale Notice to the Company (each, a
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"Participating Holder") on a pro rata basis according to the Registrable
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Securities then held by each such Participating Holder (the "Participating
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Shares"). Within five (5) business days after the date upon which the Additional
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Sale Notice is required to be sent to the Company, the Company shall send a
written notice to all Participating Holders notifying them of the number of
Participating Shares each will be entitled to sell during the Additional Sale
Period (the "Participation Notice"). The Additional Sale Period shall mean the
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period from date of the Participation Notice to a date on which there has
elapsed a total of thirty days for which the Registration Statement has been
effective and such Participating Holders could have sold shares thereunder. The
Holders agree that from the period after the end of the Initial Sale Period to
the start of the Additional Sale Period they will not sell any Registrable
Securities held by them. Promptly after the end of such Additional Sale Period,
the Company shall notify each Holder in writing of the end of such period, and
thereafter each Holder shall be entitled to sell such Holder's pro rata share of
all the Registrable Securities which remain unsold by the Holders as determined
according to the Registrable Securities then held by such Holders.
(j) The Company shall use its best efforts to cause the Registrable
Securities included in a Shelf Registration Statement (if the Company and the
Registrable Securities so qualify) (i) to be listed on each national
securities exchange, if any, on which similar securities issued by the
Company are then listed, or (ii) if similar securities issued by the Company
are not then listed, to be authorized for listing or quotation, as
applicable, on the New York Stock Exchange or The Nasdaq Stock Market, Inc.'s
("Nasdaq") National Market.
(k) The Company shall, during the period when the Prospectus is required
to be delivered under the Securities Act, promptly file all documents
required to be filed with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act.
Each Holder of Registrable Securities included in a Shelf Registration
Statement, upon receipt of any notice (a "Suspension Notice") from the Company
of the happening of any event of the kind described in Section 3(f), shall
forthwith discontinue disposition of the Registrable Securities pursuant to such
Shelf Registration Statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(f) or until such Holder is advised in writing (the
"Advice") by the Company that the use of the Prospectus may be resumed, and such
Holder 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 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; provided,
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however, that (i) the Company shall not give a Suspension Notice until after the
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Shelf Registration Statement has been declared effective and shall not give more
than six Suspension Notices during any period of twelve consecutive months, (ii)
in no event shall the period from the date on which any such Holder receives a
Suspension Notice to the date on which any such Holder receives either the
Advice or copies of the supplemented or amended Prospectus contemplated by
Section 3(f) (the "Suspension Period") exceed 30 days, and (iii) in no event
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shall the Company give more than two consecutive Suspension Notices without
allowing for a period of at least 30 days in which the disposition of the
Registrable Securities is permitted prior to issuing of any further Suspension
Notices. In the event that the Company shall give any Suspension Notice, (i)
the Company shall use its best efforts and take such actions as are reasonably
necessary to render the Advice and end the Suspension Period as promptly as
practicable and (ii) the time periods for which a Shelf Registration Statement
is required to be kept effective pursuant to Section 2 hereof shall be extended
by the number of days during the Suspension Period.
Section 4. Registration Expenses. Any and all expenses incident to the
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Company's performance of or compliance with this Agreement, including without
limitation, all Commission and securities exchange, Nasdaq filing fees, all fees
and expenses incurred in connection with compliance with state securities or
"blue sky" laws, all expenses for printing any Shelf Registration Statement, any
Prospectus and any amendments or supplements thereto, the fees and expenses of
the Company incurred in connection with the listing of the Registrable
Securities, and the fees and disbursements of counsel for the Company (and of
one special counsel for the Holders up to $15,000) and of the independent
certified public accountants of the Company (all such expenses being herein
called "Registration Expenses"), will be borne by the Company whether or not the
Shelf Registration Statement to which such expenses relate becomes effective.
Section 5. Indemnification and Contribution.
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(a) Indemnification by the Company. The Company agrees to indemnify and
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hold harmless, to the full extent permitted by law, each Holder, its partners,
members, officers, directors, trustees, stockholders, employees, agents and
investment advisers, and each Person who controls such Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or
is under common control with, or is controlled by, such Holder, together with
the partners, members, officers, directors, trustees, stockholders, employees,
agents and investment advisors of such controlling Person (collectively, the
"Controlling Persons"), from and against all losses, claims, damages,
liabilities and expenses (including, without limitation, any legal or other fees
and expenses incurred by any Holder or
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any such Controlling Person in connection with defending or investigating any
action or claim in respect thereof) (collectively, the "Damages") to which such
Holder, its partners, officers, directors, trustees, stockholders, employees,
agents and investment advisers, and any such Controlling Person, may become
subject under the Securities Act or otherwise, insofar as such Damages (or
proceedings in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of material fact contained in any Shelf Registration
Statement (or any amendment thereto) pursuant to which Registrable Securities
were registered under the Securities Act, including all documents incorporated
therein by reference, or are caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or are caused by
any omission or alleged omission to state therein a material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Company shall not be liable
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for Damages to any Holder under this Section 5(a) to the extent that any such
Damages (i) arise out of or are based upon any such untrue statement or omission
which is based upon information relating to such Holder furnished in writing to
the Company by such Holder expressly for use in any such Shelf Registration
Statement (or any amendment thereto) or Prospectus (or amendment or supplement
thereto); or (ii) were caused by the fact that such Holder knowingly sold
Securities to a Person as to whom it shall be established that there was not
sent or given, or deemed sent or given pursuant to Rule 153 under the Securities
Act, at the time of or prior to the written confirmation of such sale, a copy of
the Prospectus as then amended or supplemented if, and only if, (a) the Company
has previously furnished copies of such amended or supplemented Prospectus to
such Holder and (b) such Damages were caused by any untrue statement or omission
or alleged untrue statement or omission contained in the Prospectus so delivered
which was corrected in such amended or supplemented Prospectus.
(b) Indemnification by the Holders. In connection with any Shelf
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Registration Statement in which a Holder is participating, each such Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
its directors and officers and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against all Damages to the same extent as the
foregoing indemnity from the Company to such Holder, but only to the extent such
Damages arise out of or are based upon any untrue statement of a material fact
contained in any Shelf Registration Statement (or any amendment thereto) or
Prospectus (or any amendment or supplement thereto) or are caused by any
omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, which untrue statement or omission is based upon information
relating to such Holder furnished in writing to the Company by such Holder
expressly for use in any such Shelf Registration Statement (or any amendment
thereto) or any such Prospectus (or any amendment or supplement thereto);
provided, however, that such Holder shall not be obligated to provide such
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indemnity to the extent that such Damages result from the failure of the Company
to promptly amend or take action to correct or supplement any such Shelf
Registration Statement or Prospectus on the basis of corrected or supplemental
information furnished in writing to the Company by such Holder expressly for
such purpose. In no event shall the liability of any Holder of Registrable
Securities hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.
(c) Indemnification Procedures. In case any proceeding (including any
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governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either paragraph (a) or (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceedings
and shall pay the fees and disbursements of such counsel relating to such
proceeding. The failure of an indemnified party to notify the indemnifying
party with respect to a particular proceeding shall not relieve the indemnifying
party from any obligation or liability (i) which it may have pursuant to this
Agreement if the indemnifying party is not substantially prejudiced by such
failure to so notify it or (ii) which it may have otherwise than pursuant to
this Agreement. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel, or (ii) the indemnifying party fails promptly to assume the defense of
such proceeding or fails to employ counsel reasonably satisfactory to such
indemnified party, or (iii) (A) the named parties to any such proceeding
(including any impleaded parties) include both such indemnified party or an
Affiliate of such indemnified party and any indemnifying party or an Affiliate
of such indemnifying party, (B) there may be one or more defenses available to
such indemnified party or such Affiliate of such indemnified party that are
different from or additional to those available to any indemnifying party or
such Affiliate of any indemnifying party and (C) such indemnified party shall
have been advised by such counsel that there may exist a conflict of interest
between or among such indemnified party or such Affiliate of such indemnified
party and any indemnifying party or such Affiliate of any indemnifying party, in
which case, if such indemnified party
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notifies the indemnifying party in writing that it elects to employ separate
counsel of its choice at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the indemnifying party, it being understood, however,
that unless there exists a conflict among indemnified parties, the indemnifying
parties shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (together with appropriate
local counsel) at any time for such indemnified parties. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent (which consent shall not be unreasonably withheld) but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify each indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of any indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which such indemnified party is a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on all claims that are the subject matter of such
proceeding with no payment by such indemnified party of consideration.
(d) Contribution. If the indemnification from the indemnifying party
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provided for in this Section 5 is found, pursuant to a final judicial
determination not subject to appeal, to be unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities, or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities, or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified parties in connection with the
actions that resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified parties shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact, has been made by, or relates to information supplied
by, such indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities, and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 5(c), any legal or
other expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
--- ----
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no selling Holder shall be
required to contribute any amount in excess of the amount by which the total net
proceeds received by such selling Holder with respect to Registrable Securities
sold by such selling Holder exceeds the amount of any damages which such selling
Holder has otherwise been required to pay by reason of such untrue statement or
alleged untrue statement or omission or alleged omission. Each Holder's
obligation to contribute pursuant to this Section 5(d) is several and not joint
and shall be determined by reference to the proportion that the net proceeds of
the offering received by such Holder bears to the total net proceeds of the
offering received by all the Holders. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are
not exclusive and shall not limit any rights or remedies that may otherwise be
available to any indemnified party at law or in equity.
If indemnification is available under this Section 5, the indemnifying party
shall indemnify each indemnified party to the full extent provided in Sections
5(a) and (b) without regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration provided for in this
Section 5(d).
Section 6. Rule 144. The Company covenants that it will file any reports
--------
required to be filed by it under the Securities Act and the Exchange Act, and
the rules and regulations adopted by the Commission thereunder (or, if the
Company is not required to file such reports, it will, upon the request of any
Holder, make publicly available other information so long as necessary to permit
sales of the Registrable Securities pursuant to Rule 144 under the Securities
Act), and it will take such further action as any Holder may request, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any successor rule or similar
provision hereafter adopted by the Commission.
Section 7. Rule 144A. The Company covenants that it will file all reports
---------
required to be filed by it under the Securities Act and the Exchange Act, and
the rules and regulations adopted by the Commission thereunder (or if the
Company is not required to file such reports, it will, upon the request of any
Holder, make available other information so long as necessary to permit sales of
the Registrable Securities pursuant
7
to Rule 144A under the Securities Act), and it will take such further action as
any Holder may request, all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144A, as such rule may be amended from time to time, or (b) any successor rule
or similar provision hereafter adopted by the Commission.
Section 8. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Company has not entered into nor
--------------------------
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with, and
are not inconsistent with, the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements. The Company
may grant registration rights that would permit any Person the right to piggy-
back or may itself exercise its right to piggy-back, on any Shelf Registration
Statement.
(b) 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 Shares which are affected by such amendment, modification,
supplement, waiver or consent.
(c) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telecopier, registered or certified
mail (return receipt requested), postage prepaid or courier to the parties at
their respective addresses set forth on the signature pages hereof (or at such
other address for any party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt thereof).
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; by confirmed receipt of
transmission, if telecopied; and on the next Business Day, if timely delivered
to a courier guaranteeing overnight delivery.
(d) Successors and Assigns. This Agreement shall inure to the benefit of
----------------------
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders. If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof.
(e) 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.
(f) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Delaware without regard to principles
or rules of conflicts of law.
(h) Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the Holders
shall be enforceable to the fullest extent permitted by law.
(i) Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and is intended to be the 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. This Agreement and the Merger Agreement supersede all prior agreements
and understandings between the parties with respect to such subject matter.
8
(j) Further Assurances. Each party shall cooperate and take such action
------------------
as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
(k) Remedies. In the event of a breach or a threatened breach by any
--------
party to this Agreement of its obligations under this Agreement, any party
injured or to be injured by such breach will be entitled to specific performance
of its rights under this Agreement or to injunctive relief, in addition to being
entitled to exercise all rights provided in this Agreement and granted by law.
The parties agree that the provisions of this Agreement shall be specifically
enforceable, it being agreed by the parties that remedies at law for violations
hereof including monetary damages, are inadequate and that the right to object
in any action for specific performance or injunctive relief hereunder on the
basis that a remedy at law would be adequate is waived.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
9
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
SEGUE SOFTWARE, INC.
By:/s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
Notice Information:
Segue Software, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxx
Facsimile: 000-000-0000
10
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx Xxxxxxxxxx
-------------------------------
[Print Name]
/s/ Xxxx Xxxxxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
11
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: SQRIBE Technologies Corp.
-------------------------------
[Print Name]
By:/s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
12
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx Xxxxxxxx
-------------------------------
[Print Name]
/s/ Xxxx Xxxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
13
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxx Xxxxxxxx
-------------------------------
[Print Name]
/s/ Xxx Xxxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
14
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxx Xxxxxxx
-------------------------------
[Print Name]
/s/ Xxxxx Xxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
15
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx Xxx
-------------------------------
[Print Name]
/s/ Xxxx Xxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
16
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxxxx Xxxx
-------------------------------
[Print Name]
/s/ Xxxxxxx Xxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
17
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxxxx Xxxxxx
-------------------------------
[Print Name]
/s/ Xxxxxxx Xxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
18
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxx Xxxx
-------------------------------
[Print Name]
/s/ Xxx Xxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
19
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxxx Xxxxxxxxxx
-------------------------------
[Print Name]
/s/ Xxxxxx Xxxxxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
20
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxx Xxxxxx
-------------------------------
[Print Name]
/s/ Xxxxx Xxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
---------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
21
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: Xxxxxxxx & Associates
-------------------------------
[Print Name]
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
22
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxx Xxxxx
-------------------------------
[Print Name]
/s/ Xxxxx Xxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
23
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxx Xxxx
-------------------------------
[Print Name]
/s/ Xxxxx Xxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
24
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxx Xxxxx
-------------------------------
[Print Name]
/s/ Xxxxx Xxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
25
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx Xxxxx
-------------------------------
[Print Name]
/s/ Xxxx Xxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
26
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxxxx Xxxxxxxxxx
-------------------------------
[Print Name]
/s/ Xxxxxxx Xxxxxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
27
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxxx Xxxxx
-------------------------------
[Print Name]
/s/ Xxxxx Xxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
28
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: Amisil Holdings Limited
-------------------------------
[Print Name]
By:/s/ Xxxx Xxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxx
Title: Sr. Vice President
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
29
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx XxXxxx
-------------------------------
[Print Name]
/s/ Xxxx XxXxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
30
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx Xxxxxxxx
-------------------------------
[Print Name]
/s/ Xxxx Xxxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
31
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: Fenwick & West LLP
-------------------------------
[Print Name]
By:/s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Partner
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
32
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals: Xxxx X. Xxxxxxx
-------------------------------
[Print Name]
/s/ Xxxx X. Xxxxxxx
-------------------------------
[Signature]
For entities:
-------------------------------
[Print Name]
By:
----------------------------
Name:
Title:
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
33
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: Sumitomo Corporation
-------------------------------
[Print Name]
By:/s/ Xxxxxxxx Xxxxx
----------------------------
Name: Xxxxxxxx Xxxxx
Title: General Manager
Information Electronics Division
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
34
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: Sumisho Datacom, Inc.
-------------------------------
[Print Name]
By:/s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: President
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
35
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
For individuals:
-------------------------------
[Print Name]
-------------------------------
[Signature]
For entities: Sumtronics Inc.
-------------------------------
[Print Name]
By:/s/ Xxxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxx
Title: CEO
Notice Information:
c/o Eventus Software Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
36
