EXHIBIT 4.4
SIEBEL SYSTEMS, INC.
Registration Rights Agreement
October __, 1997
Article 1. General..................................................... 1
1.1 Definitions................................................. 1
Article 2. Registration; Restrictions on Transfer...................... 2
2.1 Restrictions on Transfer.................................... 2
2.2 Form S-3 Registration....................................... 3
2.3 Automatic S-3 Registration.................................. 4
2.4 Expenses of Registration.................................... 4
2.5 Obligations of the Company.................................. 5
2.6 Termination of Registration Rights.......................... 5
2.7 Delay of Registration....................................... 5
2.8 Indemnification............................................. 5
2.9 No Assignment of Registration Rights........................ 7
Article 3. Miscellaneous............................................... 7
3.1 Governing Law............................................... 7
3.2 Successors and Assigns...................................... 8
3.3 Separability................................................ 8
3.4 Amendment and Waiver........................................ 8
3.5 Delays or Omissions......................................... 8
3.6 Notices..................................................... 8
3.7 Titles and Subtitles........................................ 8
3.8 Counterparts................................................ 8
1.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the
____ day of October, 1997, by and among SIEBEL SYSTEMS, INC., a Delaware
corporation (the "Company"), and the persons and entities set forth on Exhibit A
attached hereto. Such persons and entities shall be referred to hereinafter as
the "Purchasers" and each individually as a "Purchaser."
RECITALS
WHEREAS, the Company has entered into an Agreement and Plan of Merger
and Reorganization with InterActive WorkPlace, Inc. ("InterActive") and certain
stockholders of InterActive, dated as of September 13, 1997 (the "Acquisition
Agreement"), pursuant to which the Company will issue shares (the "Shares") of
the Company's Common Stock, par value of $.001 per share ("Common Stock"), to
the stockholders of InterActive (the "Stockholders") in connection with the
merger of a subsidiary of the Company with and into InterActive; and
WHEREAS, the Acquisition Agreement provides that the Stockholders be
granted certain registration rights with respect to the Shares as set forth in
the Agreement;
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and in the
Acquisition Agreement, the parties mutually agree as follows:
ARTICLE 1
GENERAL
1.1 DEFINITIONS As used in this Agreement the following terms shall have
the following respective meanings:
"FORM S-3" means such form under the Securities Act as in effect on the
date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
"HOLDER" means any person owning of record Registrable Securities.
"REGISTER," "REGISTERED," AND "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.
"REGISTRABLE SECURITIES" means (i) the Shares; (ii) any Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Shares. Notwithstanding the
foregoing, Registrable Securities shall not include (i) any securities sold by a
person to the public either pursuant to a registration statement or Rule 144 or
sold in a private transaction (other than as a result of any transfer pursuant
to Section 2.1(iii) hereof) or (ii) any securities which may be sold by a Holder
under Rule 144 during any ninety (90) day period.
"REGISTRATION EXPENSES" shall mean all expenses incurred by the Company in
complying with Section 2.2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees
1.
and disbursements of counsel for the Company, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).
"SEC" OR "COMMISSION" means the Securities and Exchange Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale.
ARTICLE 2
REGISTRATION; RESTRICTIONS ON TRANSFER
2.1 RESTRICTIONS ON TRANSFER
(a) Each Holder agrees not to make any disposition of all or any
portion of the Registrable Securities unless and until the transferee has agreed
in writing for the benefit of the Company to be bound by this Section 2.1,
provided and to the extent such Section is then applicable. This Section shall
not be applicable if:
(i) There is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or
(ii) (A) Such Holder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (B) if
reasonably requested by the Company, such Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such Shares under the
Securities Act. It is agreed that the Company will not require opinions of
counsel for transactions made pursuant to Rule 144; or
(iii) There is a transfer by a Holder which is (A) a partnership
to its partners in accordance with partnership interests, or (B) to the Holder's
family member or trust for the benefit of an individual Holder, provided the
transferee will be subject to the terms of this Section 2.1 to the same extent
as if he were an original Holder hereunder (it being agreed that the Company
will not require opinions of counsel for such transfers).
(b) Each certificate representing the Shares shall (unless otherwise
permitted by the provisions of the Agreement) be stamped or otherwise imprinted
with legends substantially similar to the following (in addition to any legend
required under applicable state securities laws or as provided elsewhere in the
Agreement):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON
OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE
2.
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.
(c) The Company shall be obligated to reissue promptly unlegended
certificates at the request of any Holder thereof if the Holder shall have
obtained an opinion of counsel (which counsel may be counsel to the Company)
reasonably acceptable to the Company to the effect that the securities proposed
to be disposed of may lawfully be so disposed of without registration,
qualification or legend.
(d) Any legend endorsed on an instrument pursuant to applicable state
securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal.
2.2 FORM S-3 REGISTRATION. In case the Company shall receive from any
Holder or Holders of Registrable Securities (other than any Holder who has
elected not to be included in the Registration Statement referred to in Section
2.3 hereof) a written request or requests that the Company effect a registration
on Form S-3 and any related qualification or compliance with respect to all or a
part of the Registrable Securities owned by such Holder or Holders, the Company
will:
2.2.1 promptly give written notice of the proposed registration, and
any related qualification or compliance, to all other Holders of Registrable
Securities; and
2.2.2 as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.2: (i) if
Form S-3 is not available for such offering by the Holders, (ii) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities at an
aggregate price to the public of less than $1,000,000, (iii) if the Company
shall furnish to the Holders a certificate signed by the Chief Executive Officer
of the Board of Directors of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to
the Company and its shareholders for such Form S-3 Registration to be effected
at such time, in which event the Company shall have the right to defer the
filing of the Form S-3 registration statement until such time as any material
non-public information about the Company has been disclosed to the public or
ceases to be material and in any case for a period of not more than ninety (90)
days after receipt of the request of the Holder or Holders under this Section
2.2, provided that such right to delay a request shall be exercised by the
Company no more than once in any 12-month period; and provided further, that if
requested by the Holder or Holders of Registrable Securities representing a
majority of Registrable Securities which are or were to be included in such
registration, the Holders will be entitled to withdraw such request and if such
request is withdrawn, such registration shall not (subject to Section 2.4) count
as a registration pursuant to this Section 2.2 (iv) if the Company has already
effected one (1) registration on Form S-3 for the Holders pursuant to this
Section 2.2 (in addition to the automatic Form S-3 registration statement to be
effected pursuant to the Acquisition Agreement, as described in Section 2.3
below or (v) in any particular jurisdiction in which the Company would be
required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance.
3.
2.2.3 Subject to the foregoing, the Company shall file a Form S-3
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Holders.
2.2.4 Notwithstanding any other provision of this Agreement, the
Holders understand that there may be periods during which the Company's Board of
Directors may determine, in good faith, that it is in the best interest of the
Company and its stockholders to defer disclosure of non-public information until
such information has reached a more advanced stage and that during such periods
sales of Registrable Securities and the effectiveness of any registration
statement covering Registrable Securities may be suspended or delayed. Each
Holder agrees by acquisition of such Registrable Securities that upon receipt of
any notice from the Company of the development of any non-public information,
such Holder will forthwith discontinue such Holder's disposition of Registrable
Securities pursuant to the registration statement relating to such Registrable
Securities until such Holder's receipt of copies of an appropriately
supplemented or amended prospectus and, if so directed by the Company, such
Holder will use its best efforts to deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in such Holder's
possession, of the prospectus relating to such Registrable Securities current at
the time of receipt of such notice. In the event the Company shall give any
such notice, the applicable time period during which a Registration Statement is
to remain effective shall be extended by the number of days during the period
from and including the date of the giving of such notice to and including the
date when each seller of a Registrable Security covered by such registration
statement shall have received the copies of the appropriate supplemented or
amended prospectus.
2.2.5 A registration requested pursuant to this Section 2.2 or 2.3
will not be deemed to have been effected unless it has become effective;
provided that if, after it has become effective, the offering of Registrable
Securities pursuant to such registration is interfered with by any stop order,
injunction or other order or requirement of the SEC or other governmental agency
or court which prevents the successful completion of such offering and which was
not caused by the actions of any Holder, such registration will be deemed not to
have been effected.
2.3 AUTOMATIC S-3 REGISTRATION. In addition to the rights provided under
Section 2.2, the Company has filed a Form S-3 registration statement covering
Registrable Securities as provided in the Acquisition Agreement. In accordance
with the Acquisition Agreement, the Company has agreed to use its best efforts
to cause such registration statement to become effective as soon as practicable
after the release of the Company's financial results for the quarter ending
September 30, 1997, and, in any event, not later than November 15, 1997.
Subject to Section 2.2.4, the Company agrees to keep such registration statement
effective until the earlier of: (i) one (1) year (or such longer period in the
event of a blackout period as described in Section 2.2.4) or (ii) such time as
all shares of Common Stock covered by such Registration Statement are no longer
Registrable Securities. Except as otherwise provided in this Section 2.3, the
registration statement covered by this Section 2.3 shall be subject to the
provisions of this Agreement.
2.4 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration pursuant to Section 2.2 or 2.3 shall be borne
by the Company. All Selling Expenses incurred in connection with any
registrations hereunder, shall be borne by the holders of the securities so
registered pro rata on the basis of the number of shares so registered. The
Company shall not, however, be required to pay for expenses of any registration
proceeding begun pursuant to Section 2.2, the request of which has been
subsequently withdrawn by the Holders unless (a) the withdrawal is based upon
material adverse information concerning the Company of which the Holders were
not aware at the time of such request or (b) the Holders of a majority of
Registrable Securities agree to forfeit their right to registration pursuant to
Section 2.2 in which event such right shall be forfeited by all Holders. If the
Holders are required to pay
4.
the Registration Expenses, such expenses shall be borne by the holders of
securities (including Registrable Securities) requesting such registration in
proportion to the number of shares for which registration was requested. If the
Company is required to pay the Registration Expenses of a withdrawn offering
pursuant to Section 2.4(a), then the Holders shall not forfeit their rights
pursuant to Section 2.2 to a registration.
2.5 OBLIGATIONS OF THE COMPANY. Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:
2.5.1 Prepare (and provide the Holders an opportunity to review) and
file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective for up to the earlier of: (i) one (1) year (or such longer period in
the event of a blackout period as described in Section 2.2.4) or (ii) such time
as all shares of Common Stock covered by such registration statement are no
longer Registrable Securities.
2.5.2 Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement.
2.5.3 Furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.
2.5.4 Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
2.5.5 Notify each Holder covered by 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 the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
2.6 TERMINATION OF REGISTRATION RIGHTS. All registration rights granted
under this Article II shall terminate and be of no further force and effect four
(4) years after the effectiveness of the last registration statement filed
pursuant to this Agreement.
2.7 DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Article II.
2.8 INDEMNIFICATION. In the event any Registrable Securities are included
in a registration statement under Sections 2.2:
2.8.1 To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the partners, officers and directors of each Holder,
and each person, if any, who controls such
5.
Holder within the meaning of the Securities Act or the Securities Exchange Act
of 1934, as amended, (the "1934 Act"), against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations
(collectively a "Violation") by the Company: (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the Securities Act,
the 1934 Act or any state securities law in connection with the offering covered
by such registration statement; and the Company will reimburse each such Holder,
partner, officer or director, or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided however,
that the indemnity agreement contained in this Section 2.8.1 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling person of such Holder.
2.8.2 To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers, each person, if any, who controls the Company within the meaning of
the Securities Act, and any other Holder selling securities under such
registration statement or any of such other Holder's partners, directors or
officers or any person who controls such Holder, against any losses, claims,
damages or liabilities (joint or several) to which the Company or any such
director, officer, controlling person, or other such Holder, or partner,
director, officer or controlling person of such other Holder may become subject
under the Securities Act, the 1934 Act or other federal or state law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder under an instrument
duly executed by such Holder and stated to be specifically for use in connection
with such registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, or partner, officer, director
or controlling person of such other Holder in connection with investigating or
defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Violation; provided, however, that the
indemnity agreement contained in this Section 2.8.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided further, that in no event shall any
indemnity under this Section 2.8 exceed the net proceeds from the offering
received by such Holder.
2.8.3 Promptly after receipt by an indemnified party under this
Section 2.8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with
6.
the fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
2.8, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.8.
2.8.4 If the indemnification provided for in this Section 2.8 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any losses, claims, damages or liabilities referred to herein,
the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability in such proportion as is 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 Violation(s) that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law 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.
2.8.5 The foregoing indemnity agreements of the Company and Holders
are subject to the condition that, insofar as they relate to any Violation made
in a preliminary prospectus but eliminated or remedied in the amended prospectus
on file with the SEC at the time the registration statement in question becomes
effective or the amended prospectus filed with the SEC pursuant to SEC Rule
424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the
benefit of any indemnified party if a copy of the Final Prospectus was furnished
to the indemnified party, the indemnified party had an obligation to furnish
such Final Prospectus to the person asserting the loss, liability, claim or
damage and the indemnified party did not so furnish the Final Prospectus to the
person asserting the loss, liability, claim or damage at or prior to the time
such action is required by the Securities Act.
2.8.6 The obligations of the Company and Holders under this Section
2.8 shall survive the completion of any offering of Registrable Securities in a
registration statement, and otherwise.
2.9 NO ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register Registrable Securities pursuant to this Article II may not be
assigned by a Holder to any transferee of Registrable Securities (other than a
transferee under a transfer made pursuant to Section 2.1(iii) hereof).
ARTICLE 3
MISCELLANEOUS
3.1 GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of Delaware as applied to agreements among Delaware
residents entered into and to be performed entirely within Delaware.
3.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
7.
3.3 SEPARABILITY. In case any provision of the Agreement shall be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
3.4 AMENDMENT AND WAIVER.
3.4.1 Except as otherwise expressly provided, this Agreement may be
amended or modified only upon the written consent of the Company and the holders
of at a majority of the then outstanding Registrable Securities.
3.4.2 Except as otherwise expressly provided, the obligations of the
Company and the rights of the Holders under this Agreement may be waived only
with the written consent of the holders of at least a majority of the
Registrable Securities.
3.5 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any Holder's part of any breach, default or noncompliance under the Agreement or
any waiver on such Holder's part of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not
alternative.
3.6 NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
party to be notified at the address as set forth on the signature page or at
such other address as such party may designate by ten (10) days advance written
notice to the other parties hereto.
3.7 TITLES AND SUBTITLES. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
3.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
8.
IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date set forth in the first paragraph hereof.
SIEBEL SYSTEMS, INC.
By:_____________________________
Title:__________________________
Address:
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
S-1
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date set forth in the first paragraph hereof.
PURCHASER:___________________________
_____________________________________
Print Name of Purchaser
Title: ______________________________
Address:
_____________________________________
_____________________________________
S-2
REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
SCHEDULE OF PURCHASERS
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Salem Partners, L.P
Windhorse Corporation
Telluride Venture Partners, L.P.
Xxxxxxx Xxxxx
Xxxxxx Xxxxxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxxxxxx X. Xxxx
Xxxx Xxxxxxxx
A-1
