1
EXHIBIT 4.10
EXHIBIT B
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into
as of March 30, 2000, by and among Stockpoint, Inc., a Delaware corporation
(the "Company"), and the persons listed on the signature page hereof (the
"Purchasers").
WHEREAS, the Purchasers (the "Purchasers") have purchased Stock
Purchase Warrants (the "Warrants") for the purchase of Common Stock, $.01 par
value per share, of the Company;
WHEREAS, the Company and the Purchasers desire to provide for certain
arrangements with respect to the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of shares of Common Stock of the Company,
$.01 par value per share, to be issued upon exercise of the Warrants held by the
Purchasers as provided in this Agreement:
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchasers
hereby agree as follows:
1. Definitions.
1.1 "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.
1.2 "Company" shall mean Stockpoint, Inc., a Delaware
corporation.
1.3 "Common Shares" shall mean the shares of common stock, par
value $.01 per share, authorized by the Company's Certificate of Incorporation
and any additional shares of common stock which may be authorized in the future
by the Company, and any stock into which such Common Shares may hereafter be
changed, and shall also include capital stock of any other class of the Company
which is not preferred as to dividends or assets over any other class of stock
of the Company and which is not subject to redemption.
1.4 "Public Offering" shall mean any offering of Common Shares to
the public, either on behalf of the Company or any of its security holders,
pursuant to an effective registration statement under the Securities Act.
1.5 "Purchasers" shall mean the holders from time to time of the
Warrants.
1.6 "Registrable Securities" shall mean (a) the Common Shares at
any time issued or subject to issuance upon the exercise of the Warrants and any
series of preferred stock, warrants, options or rights, the holders of which are
granted registration rights by agreement with the Company and (b) any additional
securities issued with respect to the above-described
2
securities upon any stock split, stock dividend, recapitalization, or similar
event. Registrable Securities shall cease to be Registrable Securities when (x)
a registration statement with respect to the sale of such securities shall have
been declared effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement, (y) all such
securities held by a Purchaser shall be eligible to be distributed pursuant to
Rule 144 under the Securities Act in a single three-month period by the holders
thereof or (z) such securities shall have ceased to be outstanding.
1.7 "Registration Expenses" shall mean the expenses described in
Section 5.
1.8 "Securities Act" shall mean the Securities Act of 1933, as
amended.
2. Demand Registration.
2.1 Subject to Sections 2.4 and 2.5, if at any time after one year
has elapsed from the date the Company first consummates a Public Offering
pursuant to a registration statement on Form S-1 or Form SB-2, the Company shall
receive a written request therefor from the record holder or holders of an
aggregate of at least 51% of the Registrable Securities, the Company shall
prepare and file a registration statement under the Securities Act covering such
number of Registrable Securities as are the subject of such request and shall
use its best efforts to cause such registration statement to become effective.
Upon the receipt of a registration request meeting the requirements of this
Section 2.1, the Company shall promptly give written notice to all other record
holders of Registrable Securities that such registration is to be effected. The
Company shall include in such registration statement such additional Registrable
Securities as such other record holders request in writing within thirty (30)
days after the date of the Company's written notice to them. If (a) the holders
of a majority of the Registrable Securities for which registration has been
requested pursuant to this Section 2.1 determine for any reason not to proceed
with the registration at any time before the related registration statement has
been declared effective by the Commission, (b) such registration statement, if
theretofore filed with the Commission, is withdrawn and (c) the holders of the
Registrable Securities subject to such registration statement agree to bear
their own Registration Expenses incurred in connection therewith and to
reimburse the Company for the Registration Expenses incurred by it in such
connection or if such registration statement, if theretofore filed with the
Commission, is withdrawn at the initiative of the Company, then the holders of
the Registrable Securities shall not be deemed to have exercised their demand
registration right pursuant to this Section 2.1.
2.2 At the request of the holders of a majority of the Registrable
Securities to be registered, the method of disposition of all Registrable
Securities included in such registration shall be an underwritten Public
Offering. The managing underwriter of any such Public Offering shall be selected
by the Company. If in the good faith judgment of the managing underwriter of
such Public Offering, the inclusion of all of the Registrable Securities the
registration of which has been requested would interfere with their successful
marketing, the number of Registrable Securities to be included in the Public
Offering shall be reduced, pro rata, among the requesting holders thereof in
proportion to the number of Registrable Securities included in their respective
requests for registration. Registrable Securities that are so excluded from such
underwritten
2
3
Public Offering shall be withheld by the holders thereof for such period, not
exceeding one hundred and twenty (120) days, as the managing underwriter
reasonably determines is necessary to effect such Public Offering.
2.3 The Company shall be obligated to prepare, file and cause to be
effective only one (1) registration statement pursuant to Section 2.1.
2.4 Notwithstanding the foregoing, the Company may delay initiating
the preparation and filing of any registration statement requested pursuant to
Section 2.1 for a period not to exceed one hundred eighty (180) days if, in the
good faith judgment of the Company's Board of Directors, effecting the
registration would adversely affect a proposed Public Offering by the Company or
would require the premature disclosure of any financing, acquisition,
disposition of assets or stock, merger or other comparable transaction or would
require the Company to make public disclosure of information the public
disclosure of which could have material adverse effect on the Company.
2.6 Notwithstanding anything to the contrary contained herein, at any
time within thirty (30) days after receiving a demand for registration pursuant
to Section 2.1, the Company may elect to effect an underwritten primary
registration in lieu of the requested registration. If the Company so elects,
the Company shall give prompt written notice to all holders of Registrable
Securities of its intention to effect such a registration and shall afford such
holders the rights contained in Article 3 with respect to "piggyback"
registrations. In such event, the demand for registration pursuant to Section
2.1 shall be deemed to have been withdrawn.
3. Piggyback Registration.
3.1 From and after the date on which one year has elapsed from the
date the Company first consummates a Public Offering pursuant to a registration
statement on Form S-1 or Form SB-2, each time the Company shall determine to
proceed with the actual preparation and filing of a registration statement under
the Securities Act in connection with the proposed offer and sale for money of
any of its securities by it or any of its security holders (other than a
registration statement on Form X-0, Xxxx X-0 or other limited purpose form), the
Company will give written notice of its determination to all record holders of
Registrable Securities. Upon the written request of a record holder of any
Registrable Securities given within 30 days after the date of any such notice
from the Company, the Company will, except as herein provided, cause all
Registrable Securities the registration of which is requested to be included in
such registration statement, all to the extent requisite to permit the sale or
other disposition by the prospective seller or sellers of the Registrable
Securities to be so registered; provided, however, that nothing herein shall
prevent the Company from, at any time, abandoning or delaying any registration;
and provided, further, that if the Company determines not to proceed with a
registration after the registration statement has been filed with the
Commission, and the Company's decision not to proceed is primarily based upon
the anticipated Public Offering price of the securities to be sold by the
Company, the Company shall promptly complete the registration for the benefit of
those selling security holders who wish to proceed with a Public Offering of
their Registrable Securities and who agree to bear all of the Registration
Expenses in excess of $25,000 incurred by the Company as the result of such
registration after the Company has decided not to proceed. In the
3
4
discretion of the holders of the Registrable Securities to be included in the
registration (provided that such holders are the record holders of at least 51%
of the Registrable Securities), such registration may count as a demand
registration under Section 2.1 (if it otherwise meets the requirements of
Section 2.1) for which the Company will pay all Registration Expenses.
3.2 If any registration pursuant to Section 3.1 is underwritten in
whole or in part, the Company may require that the Registrable Securities
included in the registration be included in the underwriting on the same terms
and conditions as the securities otherwise being sold through the underwriters.
If, in the good faith judgment of the managing underwriter of the Public
Offering, the inclusion of all of the Registrable Securities originally covered
by requests for registration would reduce the number of shares to be offered by
the Company or interfere with the successful marketing of the shares offered by
the Company, the number of Registrable Securities to be included in the Public
Offering may be reduced in the following manner: first, securities held by
officers and directors of the Company (other than Registrable Securities) shall
be excluded from such underwritten public offering to the extent required by the
managing underwriter, second, if a further reduction in the Public Offering is
required, any securities, other than Registrable Securities, proposed to be sold
in the Public Offering by persons other than the Company shall be excluded and
third, if a further reduction in the Public Offering is required, the
Registrable Securities requested to be included in the Public Offering shall be
reduced, pro rata, among the requesting holders thereof in proportion to the
number of Registrable Securities included in their respective requests for
registration. The Registrable Securities which are thus excluded from the
underwritten Public Offering shall be withheld from the market by the holders
thereof for a period which the managing underwriter reasonably determines is
necessary in order to effect the Public Offering.
4. Short Form Registration. In addition to the registration rights provided
in Articles 2 and 3, if the Company qualifies for the use of Form S-3 or any
similar registration form then in force, the Company shall on one occasion at
its expense at the request of a majority of the holders of Registrable
Securities then outstanding file a registration statement on such form covering
Registrable Securities on behalf of such holder or holders. The Company shall
give notice to all the holders of Registrable Securities who did not join in
such request and afford them a reasonable opportunity to do so.
5. Registration Procedures. If and whenever the Company is required by the
provisions of Article 2, Article 3 or Articles 4 to effect a registration of
Registrable Securities under the Securities Act, the Company will use its best
efforts to effect the registration and sale of such Registrable Securities in
accordance with the intended methods of disposition specified by the holders
participating therein. Without limiting the foregoing, the Company in each such
case will, as expeditiously as possible:
5.1 In the case of a demand registration pursuant to Section 2.1 or
Article 4, prepare and file with the Commission the requisite registration
statement to effect such registration (including such audited financial
statements as may be required by the Securities Act or the rules and regulations
thereunder) and use its best efforts to cause such registration statement to
become effective; provided, however, that as far in advance as practical before
filing
4
5
such registration statement or any amendment thereto, the Company will
furnish counsel for the requesting holders of Registrable Securities with copies
of reasonably complete drafts of all such documents proposed to be filed
(including exhibits), and any such holder shall have the opportunity to object
to any information pertaining solely to such holder that is contained therein
and the Company will make the corrections reasonably requested by such holder
with respect to such information prior to filing such registration statement or
amendment.
5.2 Prepare and file with the Commission such amendments and
supplements to such registration statement and any prospectus used in connection
therewith as may be necessary to maintain the effectiveness of such registration
statement and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities included in such registration
statement, in accordance with the intended methods of disposition thereof, until
the earlier of (a) such time as all of the Registrable Securities included in
such registration statement have been disposed of in accordance with the
intended methods of disposition by the holder or holders thereof as set forth in
such registration statement or (b) one hundred eighty (180) days after such
registration statement becomes effective.
5.3 Promptly notify each requesting holder and the underwriter or
underwriters, if any, of:
(a) when such registration statement or any prospectus used in
connection therewith, or any amendment or supplement thereto, has been
filed and, with respect to such registration statement or any
post-effective amendment thereto, when the same has become effective;
(b) any written request by the Commission for amendments or
supplements to such registration statement or prospectus;
(c) any notification received by the Company from the Commission
regarding the Commission's initiation of any proceeding with respect to, or
of the issuance by the Commission of, any stop order suspending the
effectiveness of such registration statement; and
(d) the receipt by the Company of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale
under the applicable securities or blue sky laws of any jurisdiction.
5.4 Furnish to each holder of Registrable Securities included in such
registration statement such number of conformed copies of such registration
statement and of each amendment and supplement thereto, and such number of
copies of the prospectus contained in such registration statement (including
each preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 promulgated under the Securities Act relating to such
seller's Registrable Securities, and such other documents, as such holder may
reasonably request to facilitate the disposition of its Registrable Securities.
5
6
5.5 Use its best efforts to register or qualify all Registrable
Securities included in such registration statement under the securities or "blue
sky" laws of such states as each holder of Registrable Securities shall
reasonably request within twenty (20) days following the original filing of such
registration statement and to keep such registration or qualification in effect
for so long as such registration statement remains in effect, and take any other
action which may be reasonably necessary or advisable to enable such holder to
consummate the disposition in such states of the Registrable Securities owned by
such holder, except that the Company shall not for any such purpose be required
(a) to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this Section 5.5
be obligated to be so qualified, (b) to consent to general service of process in
any such jurisdiction or (c) to subject itself to taxation in any such
jurisdiction by reason of such registration or qualification.
5.6 Use its best efforts to cause all Registrable Securities included
in such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable each holder
thereof to consummate the disposition of such Registrable Securities.
5.7 Notify each holder whose Registrable Securities are included in
such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
as a result of which any prospectus included in such registration statement, as
then in effect, includes 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 the light of the circumstances under which they were
made, not misleading, and at the request of any such holder promptly prepare and
furnish to such holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
5.8 Otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission.
5.9 Use its best efforts to cause all Registrable Securities included
in such registration statement to be listed, upon official notice of issuance,
on any securities exchange or quotation system on which any of the securities of
the same class as the Registrable Securities are then listed.
5.10 The Company may require each holder whose Registrable Securities
are being registered to, and each such holder, as a condition to including
Registrable Securities in such registration statement, shall, furnish the
Company and the underwriters with such information and affidavits regarding such
holder and the distribution of such Registrable Securities as the Company and
the underwriters may from time to time reasonably request in writing in
connection with such registration statement. At any time during the
effectiveness of any registration statement covering Registrable Securities
offered by a holder, if such holder becomes
6
7
aware of any change materially affecting the accuracy of the information
contained in such registration statement or the prospectus (as then amended or
supplemented) relating to such holder, it will immediately notify the Company of
such change.
5.11 Upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 5.7, each holder will forthwith
discontinue such holder's disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such holder
receives the copies of the supplemented or amended prospectus contemplated by
Section 5.7 and, if so directed by the Company, shall deliver to the Company all
copies, other than permanent file copies, then in such holder's possession of
the prospectus relating to such Registrable Securities.
6. Expenses. With respect to any registration requested pursuant to Article
2 (except as otherwise provided in such Article with respect to a registration
voluntarily terminated at the request of the requesting holders of Registrable
Securities), Article 3 (except as otherwise provided in such Article with
respect to a registration continued by holders of Registrable Securities who
wish to proceed with a Public Offering that is withdrawn by the Company) or
Article 4, the Company shall bear all of the fees and expenses ("Registration
Expenses") incident to the Company's performance of or compliance with its
obligations under this Agreement in connection with such registration, or
participation by the holders of Registrable Securities in any such registration,
including, without limitation, all registration, filing, securities exchange
listing and NASD fees, all registration, filing, qualification and other fees
and expenses or complying with state securities or "blue sky" laws, all word
processing, duplicating and printing expenses, messenger and delivery expenses,
the fees and disbursements of counsel for the Company and of its independent
public accountants, and one counsel for the selling holders selected by them,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, premiums and other costs of
any policies of insurance against liabilities arising out of the Public Offering
of the Registrable Securities being registered obtained by the Company (it being
understood that the Company shall have no obligation to obtain such insurance)
and any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities; but excluding underwriting discounts and commissions and
transfer taxes, if any, in respect of Registrable Securities and any fees and
disbursements of more than one counsel or any accountant to the holders of the
Registrable Securities, which discounts, commissions, transfer taxes, fees and
disbursements shall in any registration be payable by the holders of the
Registrable Securities being registered, pro rata in proportion to the number of
Registrable Securities being sold by them.
7. Indemnification.
7.1 The Company will, to the full extent permitted by law, indemnify
and hold harmless each holder of Registrable Securities which are included in a
registration statement pursuant to the provisions of this Agreement, and its
directors, officers and partners and each other person, if any, who controls
such holder within the meaning of the Securities Act, from and against any and
all losses, claims, damages, expenses or liabilities, joint or several
(collectively, "Losses") to which such holder or any such director, officer,
partner or controlling person may
7
8
become subject under the Securities Act or otherwise, insofar as such Losses (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in a registration statement prepared and filed
hereunder, any preliminary, final or summary prospectus contained therein or any
amendment or supplement thereto or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, and the Company will
reimburse the holder and each such director, officer, partner and controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending against any such Losses (or action or proceeding
in respect thereof); provided, however, that the Company will not be liable in
any such case to the extent that any such Losses arise out of or are based upon
(a) an untrue statement or alleged untrue statement or omission or alleged
omission made in conformity with written information furnished by such holder
specifically for use in the preparation of the registration statement or (b)
such holder's failure to send or give a copy of the final prospectus to the
persons asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such holder
or any such director, officer, partner or controlling person of such holder and
shall survive the transfer of such securities by such holder. The Company shall
also indemnify each other person who participates (including as an underwriter)
in the offering or sale of Registrable Securities, their officers and directors,
and partners, and each other person, if any, who controls any such participating
person within the meaning of the Securities Act to the same extent provided
above with respect to holders of Registrable Securities.
7.2 Each holder of Registrable Securities which are included in a
registration pursuant to the provisions of this Agreement will, to the full
extent permitted by law, indemnify and hold harmless the Company, its officers,
directors and each other person, if any, who controls the Company within the
meaning of the Securities Act from and against any and all Losses to which the
Company or any such officer, director or controlling person may become subject
under the Securities Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue or alleged untrue statement of any material fact
contained in a registration statement prepared and filed hereunder, any
preliminary, final or summary prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was so made in reliance
upon and in strict conformity with written information furnished by such holder
specifically for use in the preparation of such registration statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
person of the Company. The holder of Registrable Securities included in a
registration statement shall also indemnify each other person who participates
(including as an
8
9
underwriter) in the offering or sale of Registrable Securities, their officers
and directors, and partners, and each other person, if any, who controls any
such participating person within the meaning of the Securities Act to the same
extent as provided above with respect to the Company. In no event shall the
liability of any holder under this Section 7.2 exceed the net proceeds received
by such holder from the sale of their Registrable Securities.
7.3 Promptly after receipt by a party indemnified pursuant to the
provisions of Section 7.1 or Section 7.2 of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of Section 7.1 or Section 7.2,
promptly notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to any indemnified party except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against any indemnified party,
the indemnifying party shall have the right to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if the defendants in any action include both the
indemnified party and the indemnifying party and the indemnified party
reasonably concludes that there is a conflict of interest that would prevent
counsel for the indemnifying party from also representing the indemnified party,
the indemnified party shall have the right to select separate counsel to
participate in the defense of such action on behalf of the indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party pursuant to the provisions of Section 7.1 or
Section 7.2 for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof unless (a) the
indemnified party shall have employed counsel in accordance with the proviso of
the preceding sentence, (b) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after the notice of the commencement
of the action or (c) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. If
the indemnifying party is not entitled to, or elects not to, assume the defense
of a claim, it will not be obligated to pay the fees and expenses of more than
one counsel for the indemnified parties with respect to such claim, unless in
the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the fees and expenses of additional counsel or counsels for the
indemnified parties. No indemnifying party shall consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation without
the consent of the indemnified party. No indemnifying party shall be subject to
any liability for any settlement made without its consent. An indemnified party
may at any time elect to participate in the defense of any claim or proceeding
at its own expense.
7.4 If the indemnification provided for in this Article 7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability,
9
10
claim, damage, or expenses referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such loss,
liability, claim, damage, or expense in such proportion as it appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as any
other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
8. Covenants Relating to Rule 144. If at any time the Company is required
to filed reports in compliance with either Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") the Company
will (a) file reports in compliance with the Exchange Act and (b) comply with
all rules and regulations of the Commission applicable to the use of Rule 144.
9. Underwritten Offerings. If a distribution of Registrable Securities
pursuant to a registration statement is to be underwritten, the holders whose
Registrable Securities are to be distributed by such underwriters shall be
parties to such underwriting agreement. No requesting holder may participate in
such underwritten offering unless such holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting agreement. If
any requesting holder disapproves of the terms of an underwriting, such holder
may elect to withdraw therefrom and from such registration by notice to the
Company and the managing underwriter, and each of the remaining requesting
holders shall be entitled to increase the number of Registrable Securities being
registered to the extent of the Registrable Securities so withdrawn in the
proportion which the number of Registrable Securities being registered by such
remaining requesting holder bears to the total number of Registrable Securities
being registered by all such remaining requesting holders.
10. Stand-Off Agreement. Each holder of Registrable Securities agrees, so
long as such holder holds at least 1% of the Company's outstanding voting equity
securities, in connection with the Company's initial Public Offering, upon
request of the Company or the underwriters managing such Public Offering, not to
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Common Shares of the Company without the prior written
consent of the Company or such underwriters, as the case may be, for such period
of time (not exceeding 180 days) from the effective date of the registration
statement relating to such initial Public Offering as may be requested by the
underwriters; provided, however, that all other holders of at least 1% of the
Company's outstanding voting equity securities and all of the officers and
directors of the Company who own stock of the Company must also agree to not
less onerous restrictions.
10
11
11. Amendment. The Company shall not amend this Agreement without the
written consent of the holders of more than 50% of the Registrable Securities.
12. Termination. This Agreement, and all of the Company's obligations
hereunder (other than its obligations pursuant to Article 7, which obligations
shall survive such termination), shall terminate upon the earlier to occur of
(a) the date on which there are no Registrable Securities outstanding or (b)
March 30, 2005.
13. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned (but
only with all related obligations) by a holder of Registrable Securities to a
transferee or assignee of all, but not less than all, such securities provided
the Company is within a reasonable time after such transfer furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned.
IN WITNESS WHEREOF, the parties hereto have duly executed this Registration
Rights Agreement as of the date and year first above-written.
STOCKPOINT, INC.
By:
-----------------------------------------
ZEKE INVESTMENT PARTNERS
By:
-----------------------------------------
Xx Xxxxxxx
11
12
By:
-----------------------------------------
Xxxxxxx X. Xxxxxx
By:
-----------------------------------------
Xxxxxx Xxxxxx
EQUITY DYNAMICS, INC., as Agent
By:
-----------------------------------------
12
