EXHIBIT 5
REGISTRATION RIGHTS AGREEMENT
among
CRITICAL PATH, INC.
GENERAL ATLANTIC PARTNERS 74, L.P.,
GAP COINVESTMENT PARTNERS II, L.P.,
GAPSTAR, LLC
and
THE OTHER PARTIES LISTED HEREIN
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Dated: November 8, 2001
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TABLE OF CONTENTS
Page
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1. Definitions..................................................................................... 1
2. General; Securities Subject to this Agreement................................................... 4
(a) Grant of Rights........................................................................ 4
(b) Registrable Securities................................................................. 5
(c) Holders of Registrable Securities...................................................... 5
3. Demand Registration............................................................................. 5
(a) Request for Demand Registration........................................................ 5
(b) Incidental or "Piggy-Back" Rights with Respect to a Demand Registration................ 6
(c) Effective Demand Registration.......................................................... 6
(d) Expenses............................................................................... 7
(e) Underwriting Procedures................................................................ 7
(f) Selection of Underwriters.............................................................. 8
4. Incidental or "Piggy-Back" Registration......................................................... 8
(a) Request for Incidental Registration.................................................... 8
(b) Expenses............................................................................... 8
5. Holdback Agreements............................................................................. 9
(a) Restrictions on Public Sale by Designated Holders...................................... 9
(b) Restrictions on Public Sale by the Company............................................. 9
6. Registration Procedures......................................................................... 9
(a) Obligations of the Company............................................................. 9
(b) Seller Information..................................................................... 12
(c) Notice to Discontinue.................................................................. 12
(d) Registration Expenses.................................................................. 13
7. Indemnification; Contribution................................................................... 13
(a) Indemnification by the Company......................................................... 13
(b) Indemnification by Designated Holders.................................................. 14
(c) Conduct of Indemnification Proceedings................................................. 14
(d) Contribution........................................................................... 15
8. Rule 144........................................................................................ 16
9. Miscellaneous................................................................................... 16
(a) Recapitalizations, Exchanges, etc...................................................... 16
(b) No Inconsistent Agreements............................................................. 16
(c) Remedies............................................................................... 16
(d) Amendments and Waivers................................................................. 17
(e) Notices................................................................................ 17
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Page
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(f) Successors and Assigns; Third Party Beneficiaries...................................... 19
(g) Counterparts........................................................................... 19
(h) Headings............................................................................... 19
(i) GOVERNING LAW.......................................................................... 19
(j) Severability........................................................................... 19
(k) Rules of Construction.................................................................. 20
(l) Entire Agreement....................................................................... 20
(m) Further Assurances..................................................................... 20
(n) Other Agreements....................................................................... 20
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated November 8, 2001 (this
"Agreement"), among Critical Path, Inc., a California corporation (the
"Company"), General Atlantic Partners 74, L.P., a Delaware limited partnership
("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware limited partnership
("GAP Coinvestment"), GapStar, LLC, a Delaware limited liability company
("GapStar"), Cenwell Limited ("Cenwell"), Campina Enterprises Limited
("Campina") and Vectis CP Holdings, LLC, a Delaware limited liability company
("Vectis").
WHEREAS, pursuant to the Stock and Warrant Purchase Agreement,
dated November 8, 2001 (the "Stock Purchase Agreement"), among the Company, GAP
LP, GAP Coinvestment, GapStar, Cenwell, Campina and Vectis, the Company has
agreed to (i) issue and sell to GAP LP, GAP Coinvestment, GapStar, Cenwell,
Campina and Vectis, an aggregate of 2,162,582 shares of Series D Cumulative
Redeemable Convertible Participating Series D Preferred Stock, par value $0.001
per share, of the Company (the "Series D Preferred Stock"), (ii) issue and
deliver to GAP LP, GAP Coinvestment and GapStar an aggregate of 1,837,418 shares
of Series D Preferred Stock in exchange for a certain amount of convertible
subordinated notes of the Company and (iii) issue and sell to GAP LP, GAP
Coinvestment and GapStar warrants to purchase, at an exercise price of $1.05 per
share, an aggregate of 2,500,000 shares of Common Stock (as hereinafter defined)
(the "Warrants");
WHEREAS, pursuant to an Escrow Agreement, dated the date
hereof, among the Company, GAP LP, GAP Coinvestment, GapStar, Cenwell, Campina,
Vectis and Pillsbury Winthrop, LLP, as Escrow Agent (the "Escrow Agreement"),
the parties have agreed to consummate the transaction contemplated by the Stock
Purchase Agreement in escrow, including the execution and delivery of this
Agreement; and
WHEREAS, in order to induce (i) each of GAP LP, GAP
Coinvestment, GapStar, Cenwell, Campina and Vectis to purchase shares of Series
D Preferred Stock and (ii) each of GAP LP, GAP Coinvestment and GapStar to
purchase the Warrants, the Company has agreed to grant registration rights with
respect to the Registrable Securities (as hereinafter defined) as set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. As used in this Agreement, and unless
the context requires a different meaning, the following terms have the meanings
indicated:
"Affiliate" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.
"Agreement" mean this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
2
"Approved Underwriter" has the meaning set forth in Section
3(f) of this Agreement.
"Board of Directors" means the Board of Directors of the
Company.
"Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.
"Campina" has the meaning set forth in the preamble to this
Agreement.
"Cenwell" has the meaning set forth in the preamble to this
Agreement.
"Cenwell Stockholders" means Cenwell, Campina and any
Affiliates thereof that, after the date hereof, acquires Registrable Securities.
"Commission" means the Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act.
"Common Stock" means the Common Stock, par value $0.001 per
share, of the Company or any other capital stock of the Company into which such
stock is reclassified or reconstituted and any other common stock of the
Company.
"Company" has the meaning set forth in the preamble to this
Agreement.
"Company Underwriter" has the meaning set forth in Section
4(a) of this Agreement.
"Demand Registration" has the meaning set forth in Section
3(a) of this Agreement.
"Designated Holder" means each of the General Atlantic
Stockholders, the Cenwell Stockholders, the Vectis Stockholders and any
transferee of any of them to whom Registrable Securities have been transferred
in accordance with Section 9(f) of this Agreement, other than a transferee to
whom Registrable Securities have been transferred pursuant to a Registration
Statement under the Securities Act or Rule 144 (or any successor rule thereto).
"Escrow Agreement" has the meaning set forth in the recitals
to this Agreement.
"Escrow Release Date" has the meaning set forth in the Escrow
Agreement.
"Escrow Termination Date" has the meaning set forth in the
Escrow Agreement.
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"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.
"GAP Coinvestment" has the meaning set forth in the preamble
to this Agreement.
"GAP LLC" means General Atlantic Partners, LLC, a Delaware
limited liability company and the general partner of GAP LP and the managing
member of GapStar, and any successor to such entity.
"GAP LP" has the meaning set forth in the preamble to this
Agreement.
"GapStar" has the meaning set forth in the preamble to this
Agreement.
"General Atlantic Stockholders" means GAP LP, GAP
Coinvestment, GapStar, GmbH Coinvestment and any Affiliate of GAP LLC that,
after the date hereof, acquires Registrable Securities.
"GmbH Coinvestment" means GAPCO GmbH & Co. KG, a German
limited partnership.
"Holders' Counsel" has the meaning set forth in Section
6(a)(i) of this Agreement.
"Incidental Registration" has the meaning set forth in Section
4(a) of this Agreement.
"Indemnified Party" has the meaning set forth in Section 7(c)
of this Agreement.
"Indemnifying Party" has the meaning set forth in Section 7(c)
of this Agreement.
"Initiating Holders" has the meaning set forth in Section 3(a)
of this Agreement.
"Inspector" has the meaning set forth in Section 6(a)(vii) of
this Agreement.
"Liability" has the meaning set forth in Section 7(a) of this
Agreement.
"NASD" means the National Association of Securities Dealers,
Inc.
"Person" means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.
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"Public Offering" means any public offering of the shares of
Common Stock of the Company pursuant to an effective Registration Statement
filed under the Securities Act.
"Records" has the meaning set forth in Section 6(a)(vii) of
this Agreement.
"Registrable Securities" means each of the following: (a) any
and all shares of Common Stock issued or issuable upon conversion of shares of
Series D Preferred Stock or exercise of the Warrants, (b) any other shares of
Common Stock acquired or owned by any of the Designated Holders after the date
hereof if such Designated Holder is an Affiliate of the Company and (c) any
shares of Common Stock issued or issuable to any of the Designated Holders with
respect to the Registrable Securities by way of stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise and any shares of Common
Stock or voting common stock issuable upon conversion, exercise or exchange
thereof.
"Registration Expenses" has the meaning set forth in Section
6(d) of this Agreement.
"Registration Statement" means a Registration Statement filed
pursuant to the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.
"Series D Preferred Stock" has the meaning set forth in the
recitals to this Agreement.
"Stock Purchase Agreement" has the meaning set forth in the
recitals to this Agreement.
"Valid Business Reason" has the meaning set forth in Section
3(a) of this Agreement.
"Vectis" has the meaning set forth in the preamble of this
Agreement.
"Vectis Stockholders" means Vectis and any Affiliate thereof
that, after the date hereof, acquires Registrable Securities.
"Warrants" has the meaning set forth in the recitals to this
Agreement.
2. General; Securities Subject to this Agreement.
(a) Grant of Rights. Unless the Escrow
Termination Date shall have occurred, in which case this Agreement shall
terminate and be void and of no further force or effect, then effective upon the
Escrow Release Date, the Company hereby
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grants registration rights to the Designated Holders upon the terms and
conditions set forth in this Agreement.
(b) Registrable Securities. For the purposes of
this Agreement, Registrable Securities will cease to be Registrable Securities,
when (i) a Registration Statement covering such Registrable Securities has been
declared effective under the Securities Act by the Commission and such
Registrable Securities have been disposed of pursuant to such effective
Registration Statement, (ii) (x) the entire amount of the Registrable Securities
owned by a Designated Holder may be sold in a single sale, in the opinion of
counsel satisfactory to the Company and such Designated Holder, each in their
reasonable judgment, without any limitation as to volume pursuant to Rule 144
(or any successor provision then in effect) under the Securities Act and (y)
such Designated Holder owning such Registrable Securities owns less than one
percent (1%) of the outstanding shares of Common Stock on a fully diluted basis,
or (iii) the Registrable Securities are proposed to be sold or distributed by a
Person not entitled to the registration rights granted by this Agreement.
(c) Holders of Registrable Securities. A Person
is deemed to be a holder of Registrable Securities whenever such Person owns of
record Registrable Securities, or holds an option to purchase, or a security
convertible into or exercisable or exchangeable for, Registrable Securities
whether or not such acquisition or conversion has actually been effected. If the
Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company may act
upon the basis of the instructions, notice or election received from the
registered owner of such Registrable Securities. Registrable Securities issuable
upon exercise of an option or upon conversion of another security shall be
deemed outstanding for the purposes of this Agreement.
3. Demand Registration.
(a) Request for Demand Registration. At any time
commencing one year after the date hereof, either the General Atlantic
Stockholders or the Cenwell Stockholders (the "Initiating Holders"), may each
make a written request to the Company to register, and the Company shall
register, under the Securities Act and on an appropriate registration statement
form as reasonably determined by the Company and approved by the Initiating
Holders (a "Demand Registration"), the number of Registrable Securities stated
in such request; provided, however, that the Company shall not be obligated to
effect more than one such Demand Registration for the General Atlantic
Stockholders (subject to Section 3(e)(ii) below) and more than one such Demand
Registration for the Cenwell Stockholders (subject to Section 3(e)(ii) below).
If following receipt of a written request for a Demand Registration the Board of
Directors, in its good faith judgment, determines that any registration of
Registrable Securities should not be made or continued because it would
materially interfere with any material financing, acquisition, corporate
reorganization or merger or other material transaction involving the Company (a
"Valid Business Reason"), the Company may (x) postpone filing a Registration
Statement relating to a Demand Registration until such Valid Business Reason no
longer exists, but in no event for more than ninety (90) days, and
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(y) in case a Registration Statement has been filed relating to a Demand
Registration, if the Valid Business Reason has not resulted from actions taken
by the Company, the Company, upon the approval of a majority of the Board of
Directors, such majority to include at least one Director appointed by the
General Atlantic Stockholders, may cause such Registration Statement to be
withdrawn and its effectiveness terminated or may postpone amending or
supplementing such Registration Statement. The Company shall give written notice
of its determination to postpone or withdraw a Registration Statement and of the
fact that the Valid Business Reason for such postponement or withdrawal no
longer exists, in each case, promptly after the occurrence thereof.
Notwithstanding anything to the contrary contained herein, the Company may not
postpone or withdraw a filing under this Section 3(a) more than once in any
twelve (12) month period. Each request for a Demand Registration by the
Initiating Holders shall state the amount of the Registrable Securities proposed
to be sold and the intended method of disposition thereof.
(b) Incidental or "Piggy-Back" Rights with
Respect to a Demand Registration. Each of the Designated Holders (other than
Initiating Holders which have requested a registration under Section 3(a)) may
offer its or his Registrable Securities under any Demand Registration pursuant
to this Section 3(b). Within five (5) days after the receipt of a request for a
Demand Registration from an Initiating Holder, the Company shall (i) give
written notice thereof to all of the Designated Holders (other than Initiating
Holders which have requested a registration under Section 3(a)) and (ii) subject
to Section 3(e), include in such registration all of the Registrable Securities
held by such Designated Holders from whom the Company has received a written
request for inclusion therein within ten (10) days of the receipt by such
Designated Holders of such written notice referred to in clause (i) above. Each
such request by such Designated Holders shall specify the number of Registrable
Securities proposed to be registered. The failure of any Designated Holder to
respond within such 10 day period referred to in clause (ii) above shall be
deemed to be a waiver of such Designated Holder's rights under this Section 3
with respect to such Demand Registration. Any Designated Holder may waive its
rights under this Section 3 prior to the expiration of such 10-day period by
giving written notice to the Company, with a copy to the Initiating Holders. If
a Designated Holder sends the Company a written request for inclusion of part or
all of such Designated Holder's Registrable Securities in a registration, such
Designated Holder shall not be entitled to withdraw or revoke such request
without the prior written consent of the Company in its sole discretion unless,
as a result of facts or circumstances arising after the date on which such
request was made relating to the Company or to market conditions, such
Designated Holder reasonably determines that participation in such registration
would have a material adverse effect on such Designated Holder.
(c) Effective Demand Registration. The Company
shall use all commercially reasonable efforts to cause any such Demand
Registration to be filed not later than thirty (30) days after it receives a
request under Section 3(a) hereof and to become and remain effective as soon as
practicable thereafter but, in any event, not later than ninety (90) days after
such filing. A registration shall not constitute a Demand Registration until it
has become effective and remains continuously effective for the lesser of (i)
the period during which all Registrable Securities registered in the Demand
Registration are sold and (ii) 120 days; provided, however, that a registration
shall not
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constitute a Demand Registration if (x) after such Demand Registration has
become effective, such registration or the related offer, sale or distribution
of Registrable Securities thereunder is interfered with by any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court for any reason not attributable to the Initiating Holders and
such interference is not thereafter eliminated or (y) the conditions specified
in the underwriting agreement, if any, entered into in connection with such
Demand Registration are not satisfied or waived, other than by reason of a
failure by the Initiating Holder.
(d) Expenses. The Company shall pay all
Registration Expenses in connection with a Demand Registration, whether or not
such Demand Registration becomes effective.
(e) Underwriting Procedures.
(i) If the Company or the Initiating
Holders holding a majority of the Registrable Securities held by all of the
Initiating Holders so elect, the Company shall use all commercially reasonable
efforts to cause such Demand Registration to be in the form of a firm commitment
underwritten offering and the managing underwriter or underwriters selected for
such offering shall be the Approved Underwriter selected in accordance with
Section 3(f). In connection with any Demand Registration under this Section 3
involving an underwritten offering, none of the Registrable Securities held by
any Designated Holder making a request for inclusion of such Registrable
Securities pursuant to Section 3(b) hereof shall be included in such
underwritten offering unless such Designated Holder accepts the terms of the
offering as agreed upon by the Company, the Initiating Holders and the Approved
Underwriter, and then only in such quantity as will not, in the opinion of the
Approved Underwriter, jeopardize the success of such offering by the Initiating
Holders. If the Approved Underwriter advises the Company in its reasonable
opinion that the aggregate amount of such Registrable Securities requested to be
included in such offering is sufficiently large to have a material adverse
effect on the success of such offering, then the Company shall include in such
registration only the aggregate amount of Registrable Securities that the
Approved Underwriter believes may be sold without any such material adverse
effect and shall reduce the amount of Registrable Securities to be included in
such registration by removing from such registration securities owned, first by
the Company and second by the Designated Holders (including the Initiating
Holders) pro rata based on the number of Registrable Securities owned by each
such Designated Holder.
(ii) If an Initiating Holder makes a
request for a Demand Registration and, pursuant to Section 3(e)(i) above, the
Approved Underwriter advises the Company to reduce the aggregate amount of
Registrable Securities requested to be included in such offering such that less
than seventy-five percent (75%) of the Registrable Securities requested to be
included by any Initiating Holder are ultimately included in and sold pursuant
to such Demand Registration, the Initiating Holder shall have the right to
require the Company to effect an additional Demand Registration; provided,
however, that in no event shall the aggregate number of Demand Registrations to
be effected by the Company for any one Initiating Holder exceed two (2).
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(f) Selection of Underwriters. If any Demand
Registration of Registrable Securities is in the form of an underwritten
offering, the Company shall select and obtain an investment banking firm of
national reputation to act as the managing underwriter of the offering (the
"Approved Underwriter"); provided, however, that the Approved Underwriter shall,
in any case, also be approved by the Initiating Holders.
4. Incidental or "Piggy-Back" Registration.
(a) Request for Incidental Registration. If at
any time the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering by the Company for its own account
(other than a Registration Statement on Form S-4 or S-8 or any successor
thereto) or for the account of any stockholder of the Company other than the
Designated Holders, then the Company shall give written notice of such proposed
filing to each of the Designated Holders at least twenty (20) days before the
anticipated filing date, and such notice shall describe the proposed
registration and distribution and offer such Designated Holders the opportunity
to register the number of Registrable Securities as each such Designated Holder
may request (an "Incidental Registration"). The Company shall use all
commercially reasonable efforts (within twenty (20) days of the notice provided
for in the preceding sentence) to cause the managing underwriter or underwriters
in the case of a proposed underwritten offering (the "Company Underwriter") to
permit each of the Designated Holders who have requested in writing to
participate in the Incidental Registration to include its or his Registrable
Securities in such offering on the same terms and conditions as the securities
of the Company or the account of such other stockholder, as the case may be,
included therein. In connection with any Incidental Registration under this
Section 4(a) involving an underwritten offering, the Company shall not be
required to include any Registrable Securities in such underwritten offering
unless the Designated Holders thereof accept the terms of the underwritten
offering as agreed upon between the Company, such other stockholders, if any,
and the Company Underwriter, and then only in such quantity as the Company
Underwriter believes will not jeopardize the success of the offering by the
Company. If the Company Underwriter determines that the registration of all or
part of the Registrable Securities which the Designated Holders have requested
to be included would materially adversely affect the success of such offering,
then the Company shall be required to include in such Incidental Registration,
to the extent of the amount that the Company Underwriter believes may be sold
without causing such adverse effect, first, all of the securities to be offered
for the account of the Company or on the account of the selling stockholder that
caused the registration statement that has triggered the Incidental Registration
to be filed, as the case may be; second, the Registrable Securities to be
offered for the account of the Designated Holders pursuant to this Section 4,
pro rata based on the number of Registrable Securities owned by each such
Designated Holder; and third, any other securities requested to be included in
such offering.
(b) Expenses. The Company shall bear all
Registration Expenses in connection with any Incidental Registration pursuant to
this Section 4, whether or not such Incidental Registration becomes effective.
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5. Holdback Agreements.
(a) Restrictions on Public Sale by Designated
Holders. To the extent (i) requested (A) by the Company or the Initiating
Holders, as the case may be, in the case of a non-underwritten public offering
and (B) by the Approved Underwriter or the Company Underwriter, as the case may
be, in the case of an underwritten public offering and (ii) all of the Company's
officers, directors and holders in excess of one percent (1%) of its outstanding
capital stock execute agreements identical to those referred to in this Section
5(a), each Designated Holder agrees (x) not to effect any public sale or
distribution of any Registrable Securities or of any securities convertible into
or exchangeable or exercisable for such Registrable Securities, including a sale
pursuant to Rule 144 under the Securities Act, or offer to sell, contract to
sell (including without limitation any short sale), grant any option to purchase
or enter into any hedging or similar transaction with the same economic effect
as a public sale any Registrable Securities and (y) not to make any request for
a Demand Registration under this Agreement, during the ninety (90) day period or
such shorter period, if any, mutually agreed upon by such Designated Holder and
the requesting party beginning on the effective date of the Registration
Statement (except as part of such registration) for such public offering. No
Designated Holder of Registrable Securities subject to this Section 5(a) shall
be released from any obligation under any agreement, arrangement or
understanding entered into pursuant to this Section 5(a) unless all other
Designated Holders of Registrable Securities subject to the same obligation are
also released. All Designated Holders of Registrable Securities shall be
automatically released from any obligations under any agreement, arrangement or
understanding entered into pursuant to this Section 5(a) immediately upon the
expiration of the 90 day period.
(b) Restrictions on Public Sale by the Company.
The Company agrees not to effect any public sale or distribution of any of its
securities, or any securities convertible into or exchangeable or exercisable
for such securities (except pursuant to registrations on Form S-4 or S-8 or any
successor thereto), during the period beginning on the effective date of any
Registration Statement in which the Designated Holders of Registrable Securities
are participating and ending on the earlier of (i) the date on which all
Registrable Securities registered on such Registration Statement are sold and
(ii) 120 days after the effective date of such Registration Statement (except as
part of such registration).
6. Registration Procedures.
(a) Obligations of the Company. Whenever
registration of Registrable Securities has been requested pursuant to Section 3
or Section 4 of this Agreement, the Company shall use all commercially
reasonable efforts to effect the registration and sale of such Registrable
Securities in accordance with the intended method of distribution thereof as
quickly as practicable, and in connection with any such request, the Company
shall, as expeditiously as possible:
(i) prepare and file with the
Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the
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Company shall deem appropriate and which form shall be available for the sale of
such Registrable Securities in accordance with the intended method of
distribution thereof, and cause such Registration Statement to become effective;
provided, however, that (x) before filing a Registration Statement or prospectus
or any amendments or supplements thereto, the Company shall provide counsel
selected by the Designated Holders holding a majority of the Registrable
Securities being registered in such registration ("Holders' Counsel") with an
adequate opportunity to review and comment on such Registration Statement and
each prospectus included therein (and each amendment or supplement thereto) to
be filed with the Commission, subject to such documents being under the
Company's control, and (y) the Company shall notify the Holders' Counsel and
each seller of Registrable Securities of any stop order issued or threatened by
the Commission and take all action required to prevent the entry of such stop
order or to remove it if entered;
(ii) prepare and file with the
Commission such amendments and supplements to such Registration Statement and
the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for the lesser of (x) 120 days and (y) such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold, and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;
(iii) furnish to each seller of
Registrable Securities, prior to filing a Registration Statement, at least one
copy of such Registration Statement as is proposed to be filed, and thereafter
such number of copies of such Registration Statement, each amendment and
supplement thereto (in each case including all exhibits thereto), and the
prospectus included in such Registration Statement (including each preliminary
prospectus) and any prospectus filed under Rule 424 under the Securities Act as
each such seller may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such seller;
(iv) register or qualify such
Registrable Securities under such other securities or "blue sky" laws of such
jurisdictions as any seller of Registrable Securities may request, and to
continue such qualification in effect in such jurisdiction for as long as
permissible pursuant to the laws of such jurisdiction, or for as long as any
such seller requests or until all of such Registrable Securities are sold,
whichever is shortest, and do any and all other acts and things which may be
reasonably necessary or advisable to enable any such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller; provided, however, that the Company shall not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 6(a)(iv), (y) subject itself to
taxation in any such jurisdiction or (z) consent to general service of process
in any such jurisdiction;
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(v) notify each seller of Registrable
Securities at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon 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 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 the Company shall promptly prepare a supplement or amendment to
such prospectus and furnish to each seller of Registrable Securities a
reasonable number of copies of such supplement to or an amendment of such
prospectus as may be necessary so that, after delivery to the purchasers of such
Registrable Securities, such prospectus shall not contain an 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;
(vi) enter into and perform customary
agreements (including an underwriting agreement containing representations,
warranties, covenants and indemnities for securities law matters and otherwise
in customary form with the Approved Underwriter or Company Underwriter, if any,
selected as provided in Section 3 or Section 4, as the case may be) and take
such other actions as are prudent and reasonably required in order to expedite
or facilitate the disposition of such Registrable Securities, including causing
its officers to participate in "road shows" and other information meetings
organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times
for inspection by any seller of Registrable Securities, any managing underwriter
participating in any disposition of such Registrable Securities pursuant to a
Registration Statement, Holders' Counsel and any attorney, accountant or other
agent retained by any such seller or any managing underwriter (each, an
"Inspector" and collectively, the "Inspectors"), all financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's and its subsidiaries' officers, directors and employees, and the
independent public accountants of the Company, to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement. Records that the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors (and the Inspectors shall confirm their agreement in
writing in advance to the Company if the Company shall so request) unless (x)
the disclosure of such Records is necessary, in the Company's judgment, to avoid
or correct a misstatement or omission in the Registration Statement, (y) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction after exhaustion of all appeals therefrom or (z)
the information in such Records was known to the Inspectors on a
non-confidential basis prior to its disclosure by the Company or has been made
generally available to the public. Each seller of Registrable Securities agrees
that it shall, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential;
12
(viii) if such sale is pursuant to an
underwritten offering, obtain a "cold comfort" letters dated the effective date
of the Registration Statement and the date of the closing under the underwriting
agreement from the Company's independent public accountants in customary form
and covering such matters of the type customarily covered by "cold comfort"
letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any
seller of Registrable Securities on the date such securities are delivered to
the underwriters for sale pursuant to such registration or, if such securities
are not being sold through underwriters, on the date the Registration Statement
with respect to such securities becomes effective, an opinion, if reasonably
available, dated such date, of counsel representing the Company for the purposes
of such registration, addressed to the underwriters, if any, and to the seller
making such request, covering such legal matters with respect to the
registration in respect of which such opinion is being given as the
underwriters, if any, and such seller may reasonably request and are customarily
included in such opinions;
(x) comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable but no later than fifteen (15) months after
the effective date of the Registration Statement, an earnings statement covering
a period of twelve (12) months beginning after the effective date of the
Registration Statement, in a manner which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Company are then listed, provided that the applicable listing
requirements are satisfied;
(xii) cooperate with each seller of
Registrable Securities and each underwriter participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD; and
(xiii) take all other steps reasonably
necessary to effect the registration of the Registrable Securities contemplated
hereby.
(b) Seller Information. The Company may require
each seller of Registrable Securities as to which any registration is being
effected to furnish, and such seller shall furnish, to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing.
(c) Notice to Discontinue. Each Designated
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 6(a)(v), such Designated Holder
shall forthwith discontinue disposition of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until such
Designated Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 6(a)(v) and, if so directed
13
by the Company, such Designated Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Designated Holder's possession, of the prospectus covering such Registrable
Securities which is current at the time of receipt of such notice. If the
Company shall give any such notice, the Company shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this
Agreement (including, without limitation, the period referred to in Section
6(a)(ii)) by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 6(a)(v) to and including the date
when sellers of such Registrable Securities under such Registration Statement
shall have received the copies of the supplemented or amended prospectus
contemplated by and meeting the requirements of Section 6(a)(v).
(d) Registration Expenses. The Company shall pay
all expenses arising from or incident to its performance of, or compliance with,
this Agreement, including, without limitation, (i) Commission, stock exchange
and NASD registration and filing fees, (ii) all fees and expenses incurred in
complying with securities or "blue sky" laws (including reasonable fees, charges
and disbursements of counsel to any underwriter incurred in connection with
"blue sky" qualifications of the Registrable Securities as may be set forth in
any underwriting agreement), (iii) all printing, messenger and delivery expenses
and (iv) the fees, charges and expenses of counsel to the Company and of its
independent public accountants and any other accounting fees, charges and
expenses incurred by the Company (including, without limitation, any expenses
arising from any "cold comfort" letters or any special audits incident to or
required by any registration or qualification) and any reasonable legal fees,
charges and expenses incurred by one counsel for the General Atlantic
Stockholders. All of the expenses described in the preceding sentence of this
Section 6(d) are referred to herein as "Registration Expenses." The Designated
Holders of Registrable Securities sold pursuant to a Registration Statement
shall bear the expense of any underwriter's discount or commission relating to
registration and sale of such Designated Holders' Registrable Securities.
7. Indemnification; Contribution.
(a) Indemnification by the Company. The Company
agrees to indemnify and hold harmless each Designated Holder, its partners,
directors, officers, affiliates and each Person who controls (within the meaning
of Section 15 of the Securities Act) such Designated Holder from and against any
and all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation) (each, a "Liability" and collectively, "Liabilities"),
arising out of or based upon any untrue, or allegedly untrue, statement of a
material fact contained in any Registration Statement, prospectus or preliminary
prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arising out of or based upon any 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 the light
of the circumstances under which such statements were made, except insofar as
such Liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission contained in such Registration
Statement, preliminary
14
prospectus or final prospectus in reliance and in conformity with information
concerning such Designated Holder furnished in writing to the Company by such
Designated Holder expressly for use therein, including, without limitation, the
information furnished to the Company pursuant to Section 7(b). The Company shall
also provide customary indemnities to any underwriters of the Registrable
Securities, their officers, directors and employees and each Person who controls
such underwriters (within the meaning of Section 15 of the Securities Act) to
the same extent as provided above with respect to the indemnification of the
Designated Holders of Registrable Securities.
(b) Indemnification by Designated Holders. In
connection with any Registration Statement in which a Designated Holder is
participating pursuant to Section 3 or Section 4 hereof, each such Designated
Holder shall promptly furnish to the Company in writing such information with
respect to such Designated Holder as the Company may reasonably request or as
may be required by law for use in connection with any such Registration
Statement or prospectus and all information required to be disclosed in order to
make the information previously furnished to the Company by such Designated
Holder not materially misleading or necessary to cause such Registration
Statement not to omit a material fact with respect to such Designated Holder
necessary in order to make the statements therein not misleading. Each
Designated Holder agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the Registration Statement, any
underwriter retained by the Company and each Person who controls the Company or
such underwriter (within the meaning of Section 15 of the Securities Act) to the
same extent as the foregoing indemnity from the Company to the Designated
Holders, but only if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with information with
respect to such Designated Holder furnished in writing to the Company by such
Designated Holder expressly for use in such Registration Statement or
prospectus, including, without limitation, the information furnished to the
Company pursuant to this Section 7(b); provided, however, that the total amount
to be indemnified by such Designated Holder pursuant to this Section 7(b) shall
be limited to the net proceeds (after deducting the underwriters' discounts and
commissions) received by such Designated Holder in the offering to which the
Registration Statement or prospectus relates.
(c) Conduct of Indemnification Proceedings. Any
Person entitled to indemnification hereunder (the "Indemnified Party") agrees to
give prompt written notice to the indemnifying party (the "Indemnifying Party")
after the receipt by the Indemnified Party of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which the Indemnified Party intends to claim indemnification
or contribution pursuant to this Agreement; provided, however, that the failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party of
any Liability that it may have to the Indemnified Party hereunder (except to the
extent that the Indemnifying Party is materially prejudiced or otherwise
forfeits substantive rights or defenses by reason of such failure). If notice of
commencement of any such action is given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to the
extent it may wish, jointly with any other Indemnifying Party similarly
notified, to assume the defense of
15
such action at its own expense, with counsel chosen by it and reasonably
satisfactory to such Indemnified Party. The Indemnified Party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be paid by the
Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii)
the Indemnifying Party fails to assume the defense of such action with counsel
reasonably satisfactory to the Indemnified Party or (iii) the named parties to
any such action (including any impleaded parties) include both the Indemnifying
Party and the Indemnified Party and such parties have been advised by such
counsel that either (x) representation of such Indemnified Party and the
Indemnifying Party by the same counsel would be inappropriate under applicable
standards of professional conduct or (y) there may be one or more legal defenses
available to the Indemnified Party which are different from or additional to
those available to the Indemnifying Party. In any of such cases, the
Indemnifying Party shall not have the right to assume the defense of such action
on behalf of such Indemnified Party, it being understood, however, that the
Indemnifying Party shall not be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all
Indemnified Parties. No Indemnifying Party shall be liable for any settlement
entered into without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the consent of such
Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which such Indemnified Party is a party and indemnity has been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability for claims
that are the subject matter of such proceeding.
(d) Contribution. If the indemnification
provided for in this Section 7 from the Indemnifying Party is unavailable to an
Indemnified Party hereunder in respect of any Liabilities referred to herein,
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 Liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions which resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party 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 omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, 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 Liabilities referred to above
shall be deemed to include, subject to the limitations set forth in Sections
7(a), 7(b) and 7(c), any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding;
provided that the total amount to be contributed by such Designated Holder shall
be limited to the net proceeds (after deducting the underwriters' discounts and
commissions) received by such Designated Holder in the offering.
16
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. 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.
8. Rule 144. The Company covenants that it shall (a)
file any reports required to be filed by it under the Exchange Act and (b) take
such further action as each Designated Holder may reasonably request (including
providing any information necessary to comply with Rule 144 under the Securities
Act), all to the extent required from time to time to enable such Designated
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time or (ii) any
similar rules or regulations hereafter adopted by the Commission. The Company
shall, upon the request of any Designated Holder, deliver to such Designated
Holder a written statement as to whether it has complied with such requirements.
9. Miscellaneous.
(a) Recapitalizations, Exchanges, etc. The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to (i) the shares of Common Stock, (ii) any and all shares of
voting common stock of the Company into which the shares of Common Stock are
converted, exchanged or substituted in any recapitalization or other capital
reorganization by the Company and (iii) any and all equity securities of the
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in conversion of, in exchange for or in substitution of, the shares of Common
Stock and shall be appropriately adjusted for any stock dividends, splits,
reverse splits, combinations, recapitalizations and the like occurring after the
date hereof. The Company shall use all commercially reasonable efforts to cause
any successor or assign (whether by merger, consolidation, sale of assets or
otherwise) to enter into a new registration rights agreement with the Designated
Holders on terms substantially the same as this Agreement as a condition of any
such transaction.
(b) No Inconsistent Agreements. The Company
shall not enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Designated Holders in this Agreement
or grant any additional registration rights to any Person or with respect to any
securities which are not Registrable Securities which are prior in right to or
inconsistent with the rights granted in this Agreement.
(c) Remedies. The Designated Holders, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, shall be entitled to specific performance of their 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 to
17
waive in any action for specific performance the defense that a remedy at law
would be adequate.
(d) Amendments and Waivers. Except as otherwise
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless consented to in writing by (i) the Company and
(ii) the General Atlantic Stockholders, Cenwell Stockholders and Vectis
Stockholders holding Registrable Securities representing (after giving effect to
any adjustments) at least a majority of the aggregate number of Registrable
Securities owned by all of the General Atlantic Stockholders, Cenwell
Stockholders and Vectis Stockholders; provided, however, that to the extent any
amendment or waiver shall adversely affect any of the Stockholders, such
amendment or waiver shall require the prior written consent of each Stockholder
so adversely affected. Any such written consent shall be binding upon the
Company and all of the Designated Holders.
(e) Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be made by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:
(i) if to the Company:
Critical Path, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Chief Financial Officer
with a copy to:
Pillsbury Winthrop LLP
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
(ii) if to GAP LP, GapStar or GAP
Coinvestment:
c/o General Atlantic Service Company
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
18
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
(iii) if to Cenwell:
x/x 0xx Xxxxx
Xxxxxx Xxxx Xxxxxx
0 Xxxxxx Xxxx Xxxxxxx
Xxxx Xxxx
Telecopy: (000) 0000-0000
Attention: Xx. Xxxxxx lp
(iv) if to Campina:
x/x 00xx Xxxxx
Xxxxxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxx Xxxx
Telecopy: (000) 0000-0000
Attention: Company Secretary
(v) if to Vectis:
c/o Vectis Group, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telecopy: 000-000-0000
Attention: Xxxxxxx Xxxxxx
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: 212-446-4900
Attention: Xxxxxxx Xxxxxxxxx, Esq.
(vi) if to any other Designated Holder,
at its address as it appears on the
record books of the Company.
19
All such notices, demands and other communications shall be
deemed to have been duly given when delivered by hand, if personally delivered;
when delivered by courier, if delivered by commercial courier service; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; and
when receipt is mechanically acknowledged, if telecopied. Any party may by
notice given in accordance with this Section 9(e) designate another address or
Person for receipt of notices hereunder.
(f) Successors and Assigns; Third Party
Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of the parties hereto as hereinafter
provided. The Demand Registration rights and related rights of the General
Atlantic Stockholders or the Cenwell Stockholders contained in Section 3 hereof
shall be (i) with respect to any Registrable Security that is transferred to an
Affiliate of a General Atlantic Stockholder or a Cenwell Stockholder,
automatically transferred to such Affiliate and (ii) with respect to any
Registrable Security that is transferred in all cases to a non-Affiliate,
transferred only with the consent of the Company which consent shall not be
unreasonably withheld, conditioned or delayed. The incidental or "piggy-back"
registration rights of the Designated Holders contained in Sections 3(b) and 4
hereof and the other rights of each of the Designated Holders with respect
thereto shall be, with respect to any Registrable Security, automatically
transferred to any Person who is the transferee of such Registrable Security so
long as such transferee agrees to be bound by this Agreement. All of the
obligations of the Company hereunder shall survive any such transfer. Except as
provided in Section 7, no Person other than the parties hereto and their
successors and permitted assigns is intended to be a beneficiary of this
Agreement.
(g) 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.
(h) Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(j) Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, 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 hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall substantially
impair the benefits of the remaining provisions hereof.
20
(k) Rules of Construction. Unless the context
otherwise requires, references to sections or subsections refer to sections or
subsections of this Agreement.
(l) 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 with respect to the subject matter contained herein. There are no
restrictions, promises, representations, warranties or undertakings with respect
to the subject matter contained herein, other than those set forth or referred
to herein. This Agreement supersedes all prior agreements and understandings
among the parties with respect to such subject matter.
(m) Further Assurances. Each of the parties
shall execute such documents and perform such further acts as may be reasonably
required or desirable to carry out or to perform the provisions of this
Agreement.
(n) Other Agreements. Nothing contained in this
Agreement shall be deemed to be a waiver of, or release from, any obligations
any party hereto may have under, or any restrictions on the transfer of
Registrable Securities or other securities of the Company imposed by, any other
agreement including, but not limited to, the Stock Purchase Agreement or the
Stockholders Agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Registration Rights Agreement on the date first
written above.
CRITICAL PATH, INC.
By: _____________________________________
Name:
Title:
GENERAL ATLANTIC PARTNERS 74, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: _________________________________
Name:
Title:
GAP COINVESTMENT PARTNERS II, L.P.
By: _____________________________________
Name:
Title:
GAPSTAR, LLC
By: GENERAL ATLANTIC PARTNERS, LLC,
its Managing Member
By: _________________________________
Name:
Title:
VECTIS CP HOLDINGS, LLC,
a Delaware limited liability company
By: VECTIS GROUP, LLC
its Managing Member
By: _____________________________________
Name:
Title:
CENWELL LIMITED
By: _____________________________________
Name:
Title:
CAMPINA ENTERPRISES LIMITED
By: _____________________________________
Name:
Title:
