EXHIBIT 2.2
EVOLVE SOFTWARE, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is made as of June 29,
2001, between Evolve Software, Inc., a Delaware corporation ("Evolve"), and
Vivant! Corporation, a Delaware corporation (the "Company"), pursuant to that
certain Asset Acquisition Agreement by and between Evolve and the Company, dated
as of May 22, 2001 (the "Acquisition Agreement").
1. Definitions. As used in this Agreement:
(a) "Common Stock" shall mean shares of Common Stock of Evolve, par
value $.001 per share.
(b) "Holder" means a holder of Registrable Securities.
(c) "Material Event" means the happening of any event during the
period that a registration statement filed pursuant hereto is required to be
effective as a result of which, in the reasonable judgment of Evolve, such
registration statement or the related prospectus contains or may contain any
untrue statement of a material fact or omits or may omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.
(d) "Form S-1" and "Form S-2" means such forms of registration
statements under the Securities Act as in effect on the date hereof or any
similar successor forms thereto.
(e) "Form S-3" means such form of registration statement under the
Securities Act as in effect on the date hereof or any registration form under
the Securities Act subsequently adopted by the SEC which similarly permits
inclusion or incorporation of substantial information by reference to other
documents filed by Evolve with the SEC.
(f) "Registrable Securities" means (i) the shares of Common Stock
issued to the Company pursuant to the Acquisition Agreement, and (ii) any shares
of Common Stock issued as (or issuable upon 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 replacement of, such shares.
Registrable Securities shall not include any shares of Common Stock of Evolve
that have been previously sold to the public. Registrable Securities shall also
not include any shares of Common Stock of Evolve held by any Holder to the
extent that such Holder may sell in the public market all shares of Common Stock
held by such Holder and which are not subject to an effective registration
statement filed hereunder pursuant to Rule 144 and/or Rule 145 under the
Securities Act in a single three (3) month period. In the event that the number
of shares of Common Stock held by any Holder which are not subject to an
effective registration statement filed hereunder exceeds the maximum number of
shares which may be sold by such Holder pursuant to Rule 144 and/or Rule 145
under the Securities Act in a single three (3) month period (the "Rule 144
Cap"), then a number of shares that may be sold pursuant to Rule 144 (in the
order issued by Evolve) up to the Rule 144 Cap shall not be Registrable
Securities, and any shares in excess of such Rule 144 Cap shall be Registrable
Securities.
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(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
Terms not otherwise defined herein have the meanings given to them in the
Acquisition Agreement.
2. Closing Acquisition Shares Registration. Evolve shall use commercially
reasonable efforts to cause the Closing Acquisition Shares to be registered
under the Securities Act pursuant to a registration statement on Form S-3 (the
"Initial Registration") no later than fifteen business days after the date on
which Evolve first becomes eligible to use such form under the Securities Act,
so as to permit the resale of such Closing Acquisition Shares, and thereafter
shall use commercially reasonable efforts to cause such Initial Registration to
become effective as soon as practicable. In the event that Evolve issues any
additional Closing Acquisition Shares pursuant to Section 3.2 of the Acquisition
Agreement subsequent to the Effective Date (the "Additional Closing Acquisition
Shares"), then Evolve shall use commercially reasonable efforts to cause such
Additional Closing Acquisition Shares to be registered under the Securities Act
within ten business days after the issuance thereof, either by means of a post-
effective amendment to the Initial Registration (to the extent permissible), or
by means of an additional registration statement on Form S-3, filed in the same
manner and subject to the same conditions as the Initial Registration.
3. Fixed Earnout Shares Registration. In the event that any of the Fixed
Earnout Payment Shares are Registrable Securities, Evolve shall use commercially
reasonable efforts to cause such Fixed Earnout Payment Shares which are
Registrable Securities to be registered under the Securities Act pursuant to a
registration statement on Form S-3 (the "Fixed Earnout Registration") no later
than twenty business days after the date on which such Fixed Earnout Shares are
issued, so as to permit the resale of such Fixed Earnout Payment Shares, and
thereafter shall use commercially reasonable efforts to cause such Fixed Earnout
Registration to become effective as soon as practicable.
4. Earnout Shares Registration. Evolve shall use commercially reasonable
efforts to cause the Variable Earnout Payment Shares which are Registrable
Securities, as well as any Additional Earnout Payment Shares (as defined below),
to be registered under the Securities Act pursuant to a registration statement
on Form S-3 (the "Variable Earnout Registration") no later than twenty business
days after the date on which such Variable Earnout Payment Shares are issued, so
as to permit the resale of such Variable Earnout Payment Shares, and thereafter
shall use commercially reasonable efforts to cause such Variable Earnout
Registration to become effective as soon as practicable. In the event that
Evolve issues any additional Fixed Earnout Payment Shares pursuant to Section
3.3 of the Acquisition Agreement (the "Additional Earnout Payment Shares"), then
Evolve shall use include such Additional Earnout Payment Shares in the Variable
Earnout Registration.
5. Conditions and Limitations. It shall be a condition to any registration
to be effected hereunder that all Holders seeking inclusion of Registrable
Securities in such registration shall provide all such information and materials
relating to such Holders, and take all such reasonable actions as may be
required in order to permit Evolve to comply with all the applicable
requirements
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of the SEC and to obtain any desired acceleration of the effective date of such
registration, such provision of information and materials to be a condition
precedent to the obligations of Evolve pursuant to this Agreement. The offerings
made pursuant to such registrations shall not be underwritten. Notwithstanding
anything herein to the contrary, Evolve shall not be required to cause any
Registrable Securities to be registered if the aggregate Fair Market Value of
all Registrable Securities to be so registered is less than $100,000, provided
that in such event Evolve shall offer by Redemption Notice (as defined below) to
each Holder of such Registrable Securities to redeem in one lump sum all such
Registrable Securities held by each Holder, at a redemption price equal to the
Fair Market Value for such Registrable Securities, within 10 days of such
notice.
6. Postponement of Registration.
(a) Registration. Notwithstanding anything herein to the contrary,
Evolve shall be entitled to postpone the filing or the declaration of
effectiveness of any registration statement prepared and filed pursuant hereto
for a reasonable period of time, but not in excess of 120 calendar days after
the applicable deadline and not more than once for all registration statements
under this Agreement in any twelve-month period, if Evolve shall furnish to the
Holders a certificate signed by Evolve's Chief Executive Officer or Chairman of
the Board stating that in the good faith judgment of the Board of Directors of
Evolve, there exists material non-public information about Evolve and that
disclosure of such information would be seriously detrimental to Evolve and its
stockholders.
(b) Material Event. The Holders agree that, upon receipt of any
notice from Evolve of the happening of a Material Event, the Holders will
forthwith discontinue disposition of the Registrable Securities pursuant to any
registration statement filed pursuant hereto until the Holders' receipt of
copies of supplemented or amended prospectuses prepared by Evolve (which Evolve
will use its commercially reasonable efforts to prepare and file promptly), and,
if so directed by Evolve, the Holders will deliver to Evolve all copies of the
prospectus in use prior to such supplemented or amended prospectuses in their
possession at the time of receipt of such notice, other than permanent file
copies then in the Holders' possession.
7. Resale Volume Limitations. The aggregate number of Closing Acquisition
Shares sold to the public in any single consecutive thirty (30) day period,
whether pursuant to a registration statement filed hereunder or under Rule 144
and/or Rule 145 under the Securities Act, shall not exceed 1/3 of the aggregate
number of Closing Acquisition Shares issued pursuant to the Acquisition
Agreement. The aggregate number of Earnout Payment Shares sold to the public in
any single consecutive thirty (30) day period, whether pursuant to a
registration statement filed hereunder or under Rule 144 and/or Rule 145 under
the Securities Act, shall not exceed 1/4 of the aggregate number of Earnout
Payment Shares issued pursuant to the Acquisition Agreement. Evolve shall place
and maintain in effect such stop transfer orders and other measures as are
reasonable necessary to give effect to the foregoing limitations. To the extent
that the Company transfers any of the Closing Acquisition Shares to other
Holders, it shall be the responsibility of the Company and such other Holders to
coordinate any sales to ensure compliance with the foregoing limitations.
8. Unavailability of Form.
(a) Initial Registration. In the event that Evolve is not able to
file a registration on Form S-3 by September 30, 2001 because it fails to become
and/or remain eligible to use that Form,
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then Evolve shall, as determined in its sole discretion, either (i) file the
Initial Registration on Form S-1 (or Form S-2 if such form is available for use
by Evolve) by September 30, 2001, or (ii) offer by written notice to each Holder
(the "Redemption Notice") to redeem all Closing Acquisition Shares held by such
Holder in three equal installments on October 31, 2001, November 30, 2001 and
December 31, 2001.
(b) Fixed Earnout Registration. In the event that Evolve is
required to file a Fixed Earnout Registration pursuant to Section 3 hereof, and
Evolve is not able to file a registration on Form S-3 as of the date such Fixed
Earnout Registration is required to be filed because it fails to become and/or
remain eligible to use that Form, then Evolve shall, as determined in its sole
discretion, either (i) file the Fixed Earnout Registration on Form S-1 (or Form
S-2 if such form is available for use by Evolve), or (ii) offer by written
Redemption Notice to each Holder of Fixed Earnout Payment Shares which are
Registrable Securities to redeem all Fixed Earnout Payment Shares held by each
Holder which are Registrable Securities in one installment due within 30 days of
such notice.
(c) Variable Earnout Registration. In the event that Evolve is
required to file a Variable Earnout Registration pursuant to Section 4 hereof,
and Evolve is not able to file a registration on Form S-3 as of the date such
Variable Earnout Registration is required to be filed because it fails to become
and/or remain eligible to use that Form, then Evolve shall, as determined in its
sole discretion, either (i) file the Variable Earnout Registration on Form S-1
(or Form S-2 if such form is available for use by Evolve), or (ii) offer by
written Redemption Notice to each Holder of Variable Earnout Payment Shares and
Additional Earnout Payment Shares which are Registrable Securities to redeem all
Variable Earnout Payment Shares and Additional Earnout Payment Shares held by
each Holder which are Registrable Securities in three equal quarterly
installments, with the first installment due within 30 days of such notice and
each subsequent installment due 90 days after the prior payment.
(d) Redemption Procedures. In the event that Evolve elects to offer
to redeem any Registrable Securities pursuant to Sections 7(a), 7(b) or 7(c)
above, the Redemption Notice shall be mailed, first class postage prepaid, to
each Holder of Registrable Securities to be redeemed, in accordance with Section
15 hereof, notifying such Holder of the redemption to be effected, specifying
the number of Registrable Securities offered to be redeemed from such Holder,
the effective date or dates of such redemption (the "Redemption Date(s)"), and
the place at which payment may be obtained. Each such Holder may accept Evolve's
offer by surrendering to Evolve his certificate or certificates representing the
Registrable Securities to be redeemed on each Redemption Date, in the manner and
at the place designated in the Redemption Notice, and thereupon the Redemption
Price (as defined below) of such shares shall be payable to the order of the
person whose name appears on such certificate or certificates as the owner
thereof and each surrendered certificate shall be canceled. Each such Holder may
accept Evolve's redemption offer by surrendering such certificates no later than
fifteen (15) days after the applicable Redemption Date. In the event less than
all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares. The redemption
price for each share of Registrable Securities to be redeemed shall equal the
Fair Market Value of such share as of the last date of issuance or cancellation
of Closing Acquisition Shares, Fixed Earnout Payment Shares or Variable Earnout
Payment Shares, as the case may be, as determined under the Acquisition
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Agreement (the "Redemption Price"). From and after each Redemption Date, unless
there shall have been a default in payment of the Redemption Price, all rights
of the Holders of such shares as holders of Common Stock tendered for redemption
(except the right to receive the Redemption Price without interest) shall cease
with respect to such shares, and such shares shall not thereafter be transferred
on the books of the Corporation or be deemed to be outstanding for any purpose
whatsoever.
9. Restrictive Legends. Each certificate representing (i) the Closing
Acquisition Shares or Earnout Payment Shares and (ii) shares issued or issuable
in respect of such shares upon any stock split, stock dividend,
recapitalization, or similar event, shall be stamped or otherwise imprinted with
legends in the following form (in addition to any legend required under
applicable state securities laws):
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.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER, INCLUDING RESALE LIMITATIONS, AS SET FORTH
IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.
SUCH TRANSFER RESTRICTIONS, INCLUDING RESALE LIMITATIONS ARE BINDING
ON TRANSFEREES OF THESE SHARES.
10. Obligations of Evolve. In the case of each registration,
qualification or compliance effected by Evolve pursuant to this Agreement with
respect to Registrable Securities, Evolve will keep each Holder of Registrable
Securities registered or qualified pursuant thereto advised in writing as to the
initiation of each registration, qualification and compliance and as to the
completion thereof. At its expense Evolve will:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities as set forth herein and use commercially
reasonable efforts to cause such registration statement to become effective as
promptly as practicable, and, keep such registration statement effective until
all shares included therein have been sold or cease to be Registrable
Securities;
(b) 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 Registrable Securities
covered by such registration statement;
(c) Furnish to the Holders such number of copies of a prospectus,
including if applicable a preliminary prospectus, in conformity with the
requirements of the Securities Act, and
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such other documents as they may reasonably request in order to facilitate the
disposition of the Registrable Securities held by them;
(d) Use commercially reasonable 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 Evolve shall not be required in connection therewith or
as a condition thereto to do business or file a general consent to service of
process in any such jurisdictions;
(e) Notify each Holder of Registrable Securities 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
Material Event, and prepare and file promptly, and deliver to the Holders,
copies of supplemented or amended prospectuses prepared by Evolve; and
(f) Cause all such Registrable Securities registered pursuant hereto
to be listed on each securities exchange on which similar securities issued by
Evolve are registered.
11. Expenses. Evolve shall pay the expenses incurred by Evolve in
connection with any registration of Registrable Securities pursuant to this
Agreement including all SEC, NASD and blue sky registration and filing fees,
printing expenses, transfer agents' and registrars' fees, and the fees and
disbursements of Evolve's outside counsel and independent auditors. The Holders
shall be responsible for all underwriting discounts and commissions and transfer
taxes, as well as any other expenses incurred by the Holders.
12. Indemnification. In the event of any offering registered pursuant to
this Agreement:
(a) Evolve will indemnify each Holder, each of its officers,
directors and partners and such Holder's legal counsel and independent
accountants, and each person controlling such Holder within the meaning of
Section 15 of the Securities Act, with respect to any registration effected
pursuant to this Agreement, against all expenses, claims, losses, damages and
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out
of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, or any amendment or supplement
thereto, or prospectus related thereto, or other document, or any amendment or
supplement thereto, incident to any such registration, or based on any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading, or any violation by Evolve
of the Securities Act, the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), any state securities laws applicable to Evolve, in connection
with any such registration, and will reimburse such Holder, each of its
officers, directors and partners and such Holder's legal counsel and independent
accountants, and each person controlling such Holder within the meaning of
Section 15 of the Securities Act, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action, provided that Evolve will not be
liable in any such case (i) to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with information furnished to Evolve by such Holder or (ii) if a copy
of the final prospectus relating to any registration statement (as then amended
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or supplemented if Evolve shall have furnished prior to such transaction by such
Holder any amendments or supplements thereto) (the "Final Prospectus") was not
sent or given by or on behalf of such Holder to a purchaser of the Holder's
Registrable Securities, if required by law so to have been delivered, at or
prior to the written confirmation of the sale of the Registrable Securities to
such purchaser, and if the final prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or
liability.
(b) Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or
compliance is being effected, severally indemnify Evolve, each of its directors
and officers and its legal counsel and independent accountants, each
underwriter, if any, of Evolve's securities covered by such a registration
statement, and each person who controls Evolve or such underwriter within the
meaning of Section 15 of the Securities Act, 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, prospectus, offering circular 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 light of the circumstances in which they were made, not misleading,
and will reimburse Evolve, such Holders, such directors, officers, legal
counsel, independent accountants, underwriters or control persons for any legal
or any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement or other document in
reliance upon and in conformity with written information furnished to Evolve by
an instrument duly executed by such Holder and stated to be specifically for use
therein, provided, however, that in no event shall the obligations of such
Holders hereunder exceed an amount equal to the gross proceeds before expenses
and commissions to each such Holder of Registrable Securities sold as
contemplated herein.
(c) Each party entitled to indemnification under this Section 5 (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 claim 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 (which 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
under this Agreement, except to the extent, but only to the extent, that the
Indemnifying Party's ability to defend against such claim or litigation is
impaired as a result of such failure to give notice. 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 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.
(d) The obligations of Evolve and the Holders under this Section 5
shall survive the completion of any offering of stock in a registration
statement under this Agreement.
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13. Reports Under Exchange Act. With a view to making available the
benefits of certain rules and regulations of the SEC which may at any time
permit the sale of the Restricted Securities to the public without registration,
Evolve agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times so
long as Evolve remains subject to the periodic reporting requirements under
Sections 13 or 15(d) of the Exchange Act;
(b) use reasonable efforts to then file with the SEC in a timely
manner all reports and other documents required of Evolve under the Securities
Act and the Exchange Act; and
(c) furnish to Holders of Registrable Securities forthwith upon
request a written statement by Evolve as to its compliance with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of Evolve, and such other reports and
nonconfidential documents of Evolve as a Holder of Registrable Securities may
reasonably request in availing itself of any rule or regulation of the SEC
allowing such Holder to sell any such securities without registration.
14. Assignment of Registration Rights. The rights to cause Evolve to
register Registrable Securities pursuant to this Agreement may be assigned by
the Company or its valid transferees to only to (i) a subsidiary of the Company
or of a Holder which is a corporation, (ii) as a distribution made by a Holder
which is a partnership, limited liability company or corporation to its
partners, members and stockholders, as the case may be, in accordance with their
interest in such entity, or (iii) by a Holder which is an individual to a member
of the Holder's immediate family or a trust established for the benefit of the
Holder or members of its immediate family; provided, however, that upon the
death of any Holder which is an individual, the rights to cause Evolve to
register Registrable Securities pursuant to this Agreement shall inure to such
Holder's devisee, legatee or other designee; and provided further that the
rights to cause Evolve to register Registrable Securities shall be transferable
only to persons acquiring at least 50,000 shares of Registrable Securities (as
adjusted for stock splits, stock dividends and similar events). It shall be a
condition to any transfer of Registrable Securities that the transferee execute
and deliver a joinder to this Agreement in a form reasonably acceptable to
Evolve.
15. Amendment of Registration Rights. This Agreement may be amended by
Evolve and the holders of a majority of the Registrable Securities then
outstanding at any time by execution of an instrument in writing signed on
behalf of each of the parties.
16. Grant of Additional Registration Rights. The Holders acknowledge that
Evolve may acquire other companies, businesses or assets or engage in private
offerings of its securities and in the course of such transactions may grant
registration rights with respect to shares of Evolve on terms which would be
negotiated at such time and may be materially different than the terms of this
Agreement.
17. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon delivery, when delivered personally or by
overnight courier or sent by fax (upon customary confirmation of receipt) or 48
hours after being deposited in the U.S. mail, as certified or registered mail,
with postage pre-paid, to the parties, addressed (a) if to a Holder, at the most
recent
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address of such Holder as set forth in the securities register of Evolve or (b)
if to Evolve at 0000 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx, 00000, Attention:
General Counsel.
18. Governing Law; Interpretation. This Agreement shall be construed in
accordance and governed for all purposes by the laws of the State of California
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
19. Severability; Survival. If any portion of this Agreement is held by a
court of competent jurisdiction to conflict with any federal, state or local
law, or to be otherwise invalid or unenforceable, such portion of this Agreement
shall be of no force or effect, and this Agreement shall otherwise remain in
full force and effect and be construed as if such portion had not been included
in this Agreement.
20. Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties and supersedes all prior discussions, agreement and
understandings relating to the subject matter hereof.
21. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
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IN WITNESS WHEREOF, Evolve and the Company have caused this Agreement to be
executed as of the date first above written.
EVOLVE SOFTWARE, INC.
/s/ Xxxx Xxxxxxxxx
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Signature of Authorized Signatory
President & CEO
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Print Name and Title
VIVANT! CORPORATION
/s/ X.X. Xxxxxx
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Signature of Authorized Signatory
President & CEO
-------------------------------------
Print Name and Title
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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