EXHIBIT 2.2
ARIS CORPORATION
REGISTRATION RIGHTS AGREEMENT
This Agreement is made as of February 28, 1998, by and among ARIS
Corporation, a Washington corporation (the "Company"), and the persons listed on
the signature page(s) hereof (the "Holders").
RECITAL
The Company desires to provide the Holders certain registration rights and
state in this Agreement the obligations with respect to registration rights.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the Company and the Holders agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
(a) "Commission" shall mean the Securities and Exchange Commission,
or any other federal agency at the time administering the Securities Act.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.
(c) "Holder" shall mean any holder of outstanding Registrable
Securities or anyone who holds outstanding Registrable Securities to whom the
registration rights conferred by this Agreement have been transferred in
compliance with this Agreement.
(d) "Initiating Holders" shall mean any Holder or Holders of at least
thirty-percent (30%) of the Registrable Securities then outstanding.
(e) "Register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement, and compliance with applicable
state securities laws of such states in which Holders notify the Company of
their intention to offer Registrable Securities.
(f) "Registrable Securities" shall mean all of the following to the
extent the same have not been sold to the public (i) any and all shares of
Common Stock of the Company originally issued by the Company to the persons
listed as a "Holder" on the signature page(s) hereof; or (ii) stock issued in
respect of stock referred to in (i) above in any reorganization; or (iii) stock
issued in respect of the stock referred to in (i) or (ii) above as a result of a
stock split, stock dividend, recapitalization or combination. Notwithstanding
the foregoing, Registrable Securities shall not include otherwise Registrable
Securities (i) sold by a person in a transaction in which his rights under this
Agreement are not properly assigned; or (ii) (A) sold to or through a broker or
dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act under Section 4(1)
thereof so that all transfer restrictions, and restrictive legends with respect
thereto, if any, are removed upon the consummation of such sale or (C) if the
registration rights associated with such securities have been terminated
pursuant to Section 13 of this Agreement.
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(g) "Rule 144" shall mean Rule 144 under the Securities Act or any
successor or similar rule as may be enacted by the Commission from time to time,
but shall not include Rule 144A.
(h) "Rule 144A" shall mean Rule 144A under the Securities Act or any
successor or similar rule as may be enacted by the Commission from time to time,
but shall not include Rule 144.
(i) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.
2. RESTRICTIONS ON TRANSFERABILITY.
The Registrable Securities shall not be sold, assigned, transferred or
pledged except upon the conditions specified in this Agreement, which conditions
are intended to ensure compliance with the provisions of the Securities Act.
Each Holder will cause any proposed purchaser, assignee, transferee, or pledgee
of the Registrable Securities held by a Holder to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this
Agreement.
3. RESTRICTIVE LEGEND.
Each certificate representing Registrable Securities shall (unless
otherwise permitted by the provisions of Section 4 below) be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws or
otherwise):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENTS COVERING THE
PURCHASE OF THESE SHARES AND RIGHTS TO REGISTER THESE SHARES AND RESTRICTING
THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
Each Holder consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Registrable Securities in
order to implement the restrictions on transfer established in this Agreement.
4. NOTICE OF PROPOSED TRANSFER.
In order to ensure compliance with United States' federal and state
securities laws, the Holder of each certificate representing Registrable
Securities, by acceptance thereof, agrees to comply in all respects with the
provisions of this Section 4. Each such Holder agrees not to make any
disposition of all or any portion of any Registrable Securities unless and
until:
(a) There is 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
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(b) (i) 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
(ii) If reasonably requested by the Company, such Holder shall
furnish the Company with an opinion of counsel, reasonably satisfactory to the
Company that such disposition shall not require registration of such shares
under the Securities Act.
(c) Notwithstanding the provisions of paragraphs (a) and (b) above,
no such registration statement or opinion of counsel shall be necessary for a
transfer by a Holder which is a limited liability company or partnership to a
member or partner of such limited liability company or partnership or a retired
member or partner of such limited liability company or partnership who retires
after the date hereof, or to the estate of any such member or partner or retired
member or partner or the transfer by gift, will, or intestate succession of any
member or partner to his spouse or siblings, lineal descendants or ancestors of
such member or partner or spouse, provided, that such transferee agrees in
writing to be subject to all of the terms hereof to the same extent as if he
were an original Holder hereunder.
5. PIGGYBACK REGISTRATION.
(a) If at any time or from time to time the Company shall determine
to register any of its securities, for its own account or the account of any of
its shareholders, other than a registration relating solely to employee benefit
plans, or a registration relating solely to an SEC Rule 145 transaction, a
transaction relating solely to the sale of debt or convertible debt instruments
or a registration on any form (other than Form X-0, X-0 or S-3, or their
successor forms) which does not include substantially the same information as
would be required to be included in a registration statement covering the sale
of Registrable Securities, the Company will:
(i) give to each Holder written notice thereof as soon as
practicable prior to filing the registration statement; and
(ii) include in such registration and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within ten (10) days after receipt of such written notice from
the Company, by any Holder or Holders, except as set forth in subsection (b)
below.
(b) If the registration is for a registered public offering involving
an underwriting, the Company shall so advise the Holders as a part of the
written notice given pursuant to subsection 5(a)(i). In such event, the right of
any Holder to registration pursuant to this Section 5 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this Section
5, if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the managing underwriter
may limit the number of Registrable Securities and securities held by other
holders with piggyback registration rights similar to this Section 5 to be
included in the registration and underwriting to not less than thirty percent
(30%) of the total number of securities to be included in the registration and
underwriting. The Company shall so advise all Holders and such other holders,
and the number of shares of Registrable Securities and other securities that may
be included in the registration and underwriting shall be allocated among all
Holders and other holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by such Holders and other
securities held by other holders at the time of filing the registration
statement.
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If any Holder disapproves of the terms of any such underwriting, he may elect to
withdraw therefrom by written notice to the Company and the managing
underwriter. If, by the withdrawal of such Registrable Securities, a greater
number of Registrable Securities held by other Holders may be included in such
registration (up to the limit imposed by the underwriters), the Company shall
offer to all Holders who have included Registrable Securities in the
registration the right to include additional Registrable Securities. Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.
6. FORM S-3.
The Company shall use its best efforts to qualify for registration on
Form S-3 or its successor form. Holder(s) designated on the signature page(s)
hereof as having registration rights under this Section 6 shall have the right
at any time to request registrations on Form S-3 (such requests shall be in
writing and shall state the number of shares of Registrable Securities to be
disposed of and the intended method of disposition of shares by such Holders),
subject only to the following:
(a) The Company shall not be required to file a registration
statement pursuant to this Section 6 within one hundred twenty (120) days of the
effective date of any registration referred to in Section 5 above.
(b) The Company shall not be required to file a registration
statement pursuant to this Section 6 unless the Holder or Holders requesting
registration propose to dispose of shares of Registrable Securities having an
aggregate disposition price (before deduction of underwriting discounts and
expenses of sale) of at least $1,000,000.
(c) The Company shall not be required to file more than (i) one
registration statement pursuant to this Section 6 within any twelve (12) month
period or (ii) three registration statements pursuant to this Section 6 in the
aggregate.
(d) The Company shall file a registration statement from and after
the date it first becomes qualified for registration on Form S-3 or its
successor form, provided the Holder(s) designated on the signature page(s)
hereof as having registration rights under this Section 6 have made a proper
request for such registration not less than twenty (20) business days prior
thereto.
The Company shall give written notice to all Holders of Registrable
Securities of the receipt of a request for registration pursuant to this Section
6 and shall provide a reasonable opportunity for other Holders to participate in
the registration pursuant to Section 5; provided, that if the registration is
for an underwritten offering, the following terms shall apply to all
participants in such offering: The right of any Holder to registration pursuant
to Section 5 or Section 6 shall be conditioned upon such Holder's participation
in such underwriting and, in the case of those Holders participating pursuant to
Section 5, the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided in such Section 5. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other Holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company. If
any Holder disapproves of the terms of any such underwriting, it may elect to
withdraw therefrom by written notice to the Company and the underwriter. Subject
to the foregoing, the Company will use its best efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3 to the extent
requested by the Holder or Holders thereof for purposes of disposition.
7. EXPENSES OF REGISTRATION.
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In addition to the fees and expenses contemplated by Section 8 hereof,
all expenses incurred in connection with registrations pursuant to Section 5 and
Section 6 hereof, including without limitation all registration, filing and
qualification fees, printing expenses, fees and disbursements of counsel for the
Company and expenses of any special audits of the Company's financial statements
incidental to or required by such registration, shall be borne by the Company,
except that the Company shall not be required to pay underwriters' fees,
discounts or commissions relating to Registrable Securities or fees of a
separate legal counsel of a Holder.
8. REGISTRATION PROCEDURES.
In the case of each registration effected by the Company pursuant to
this Agreement, the Company will keep each Holder participating therein advised
in writing as to the initiation of each registration and as to the completion
thereof. At its expense the Company will:
(a) keep such registration effective for a reasonable period as
necessary to permit the Holder or Holders to complete the distribution described
in the registration statement relating thereto;
(b) promptly 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 comply with the provisions of the Securities
Act, and to keep such registration statement effective for that period of time
specified in Section 8(a) above;
(c) furnish such number of prospectuses and other documents incident
thereto as a Holder from time to time may reasonably request;
(d) use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a registration statement, or the lifting of any
suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practical moment;
(e) register or qualify such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions as any Holder
or underwriter reasonably requires, and keep such registration or qualification
effective during the period set forth in Section 8(a) above;
(f) cause all Registrable Securities covered by such registrations to
be listed on each securities exchange, including Nasdaq, on which similar
securities issued by the Company are then listed or, if no such listing exists,
use reasonable best efforts to list all Registrable Securities on one of the New
York Stock Exchange, the American Stock Exchange or Nasdaq;
(g) cause its accountants to issue to the underwriter, if any, or the
Holders, if there is no underwriter, comfort letters and updates thereof, in
customary form and covering matters of the type customarily covered in such
letters with respect to underwritten offerings;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably, request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by
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any such seller, underwriter, attorney, accountant or agent in connection with
such registration statement;
(j) notify each Holder, at any time a prospectus covered by such
registration statement is required to be delivered under the Securities Act, of
the happening of any event of which it has knowledge 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; and
(k) take such other actions as shall be reasonably requested by any
Holder.
9. INDEMNIFICATION.
(a) In the event of a registration of any of the Registrable
Securities under the Securities Act, the Company will indemnify and hold
harmless each Holder of such Registrable Securities thereunder, each underwriter
of such Registrable Securities thereunder and each other person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act,
against any losses, claims, damages or liabilities (or actions in respect
thereof), joint or several, to which such Holder, underwriter or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act, any final
prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act or any state securities law
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, and will reimburse each such
Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any reasonable legal and any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage or liability arises
out of or is based on any untrue statement (or alleged untrue statement) or
omission (or alleged omission) based upon, and in conformity with, information
furnished to the Company in writing by such Holder or underwriter specifically
for use therein.
(b) Each Holder will, if Registrable Securities held by or issuable
to such Holder are included in the securities as to which such registration is
being effected, indemnify and hold harmless the Company, each of its directors
and officers, each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company and each
underwriter within the meaning of the Securities Act, and each other such
Holder, each of its officers, directors and partners and each person controlling
such Holder, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, any final prospectus contained therein, or any amendment or
supplement thereof, or 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, and will reimburse the Company, such Holders, such
directors, officers, partners, persons or underwriters for any reasonable legal
or any other expenses incurred in connection with investigating, defending or
settling any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, amendment or supplement in reliance upon and in
conformity with information furnished to the Company in writing by such Holder
specifically for use therein.
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(c) Each party entitled to indemnification under this Section 9 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claims as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations hereunder, unless such failure resulted in actual detriment to
the Indemnifying Party. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party, 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 of such claim or
litigation.
(d) Notwithstanding the foregoing, to the extent that the provisions
on indemnification contained in the underwriting agreements entered into among
the selling Holders, the Company and the underwriters in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall be controlling as to the
Registrable Securities included in the public offering.
(e) The indemnification provided by this Section 9 shall be a
continuing right to indemnification and shall survive the registration and sale
of any securities by any Person entitled to indemnification hereunder and the
expiration or termination of this Agreement.
10. INFORMATION BY HOLDER.
The Holder or Holders of Registrable Securities included in any
registration shall promptly furnish to the Company such information regarding
such Holder or Holders and the distribution proposed by such Holder or Holders
as the Company may request in writing and as shall be required in connection
with any registration referred to herein.
11. RULE 144 AND 144A REPORTING.
With a view to making available to Holders of Registrable Securities
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees at all times after ninety (90) days after the effective date of
the first registration filed by the Company for an offering of its securities to
the general public to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 and Rule 144A; and
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act.
12. TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities of a Holder under Sections 5 and 6, and keep
information available granted to a Holder by the Company under Section 8,may be
assigned by a Holder to any partner or shareholder of such Holder, to any other
Holder, or to a transferee or assignee who receives the lesser of 50,000 shares
of Registrable Securities (as adjusted for stock splits and the like) or all of
the shares of Registrable Securities originally issued by the Company to the
persons listed as a "Holder" on the signature page(s) hereof; provided, that the
Company is given written notice by the Holder at the time
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of or within a reasonable time after said transfer, stating the name and address
of said transferee or assignee and identifying the securities with respect to
which such registration rights are being assigned.
13. TERMINATION OF RIGHTS.
(a) The rights of any particular Holder to cause the Company to
register securities under Sections 5 and 6 shall terminate with respect to such
Holder at such time as such Holder is able to dispose of all of his Registrable
Securities in one three-month period pursuant to the provisions of Rule 144.
(b) Notwithstanding the provisions of paragraph (a) of this Section
13, all rights of any particular Holder under this Agreement shall terminate at
5:00 p.m. Pacific Standard Time on the date five (5) years after the closing
date of the Company's initial registration.
14. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Holders as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Articles of Incorporation or Bylaws of the Company or any
provision of any indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to:
(i) applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance and moratorium laws and other laws of general application
affecting enforcement of creditors' rights generally and
(ii) the availability of equitable remedies as such remedies may
be limited by equitable principles of general applicability (regardless of
whether enforcement is sought in a proceeding in equity or at law).
15. MISCELLANEOUS.
(a) Amendments. This Agreement may be amended only by a writing
signed by the Holders of more than fifty percent (50%) of the Registrable
Securities, as constituted from time to time. The Holders hereby consent to
future amendments to this Agreement that permit future investors, including
without limitation employees, officers or directors of the Company, to be made
parties hereto and to become Holders of Registrable Securities; provided,
however, that no such future amendment may materially impair the rights of the
Holders hereunder without obtaining the requisite consent of the Holders, as set
forth above.
(b) Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute a single instrument.
(c) Notices, Etc. All notices, requests, consents and other
communications required or provided for herein to any party shall be deemed to
be sufficient if contained in a written
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instrument, and shall be deemed to be given when: (a) delivered in person; (b)
delivered by overnight receipted courier service; or (c) sent by facsimile
transmission with delivery confirmed and followed by delivery pursuant to
Subsection (b) hereof, which notice is addressed to the party at the address set
forth below, or such other address as may hereafter be designated in writing by
the party.
If to the Company:
ARIS Corporation
Suite 150
0000 Xxxx Xxxx Xxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: General Counsel or President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Holders: To the address set forth on the signature
page(s) hereof.
(d) Nonpublic Information. Any other provisions of this Agreement to
the contrary notwithstanding, the Company's obligation to file a registration
statement, or cause such registration statement to become and remain effective,
shall be suspended for a period not to exceed ninety (90) days (and for periods
not exceeding, in the aggregate, one hundred eighty (180) days in any twenty-
four (24) month period) if there exists at the time material non-public
information relating to the Company which, in the reasonable opinion of the
Company, should not be disclosed.
(e) Delay of Registration. No Holder shall have the right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.
(f) Severability. If any provision of this Agreement shall be held
to be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
(g) Dilution. If, and as often as, there is any change in the Common
Stock or the Preferred Stock by way of a stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Common Stock or the
Preferred Stock as so changed.
(h) Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Washington without regard to principles of
conflict of law.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
COMPANY: ARIS CORPORATION,
a Washington corporation
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Its: Secretary
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HOLDERS
(all of whom have demand
rights under Section 6): /s/ Xxxxx Xxx
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Xxxxx Xxx
OLIVIA ADDA SETTLEMENT
By: /s/ Xxxxx Xxxxxx Xxxxxx Xxxx
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Xxxxx Xxxxxx Smouha Adda, Co-Trustee
By: /s/ Xxxxx Xxxx Xxxxxx, duly authorized
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attorney for Pernille Adda as Trustee
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of the Olivia Adda Settlement
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Pernille Adda, Co-Trustee
JACQUES ADDA SETTLEMENT
By: /s/ Xxxxx Xxxxxx Xxxxxx Xxxx
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Xxxxx Xxxxxx Smouha Adda, Co-Trustee
By: /s/ Xxxxx Xxxx Xxxxxx, duly authorized
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attorney for Pernille Adda as Trustee
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of the Jacques Adda Settlement
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Pernille Adda, Co-Trustee
XXXXXXX ADDA SETTLEMENT
By: /s/ Xxxxx Xxxxxx Smouha Adda
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Xxxxx Xxxxxx Xxxxxx Xxxx, Co-Trustee
By: /s/ Xxxxx Xxxx Xxxxxx, duly authorized
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attorney for Pernille Adda as Trustee
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of the Xxxxxxx Adda Settlement
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Pernille Adda, Co-Trustee
XXXXXXXX ADDA SETTLEMENT
By: /s/ Xxxxx Xxxxxx Smouha Adda
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Xxxxx Xxxxxx Xxxxxx Xxxx, Co-Trustee
By: /s/ Xxxxx Xxxx Xxxxxx, duly authorized
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attorney for Pernille Adda as Trustee
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of the Xxxxxxxx Adda Settlement
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Pernille Adda, Co-Trustee
ADDA SETTLEMENT
By: STC INTERNATIONAL LIMITED
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By: /s/ Xxxxx Xxxx Xxxxxx
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Its: Duly authorized attorney for
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STC International Limited as Trustee
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of the Adda Settlement
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