Exhibit 10.7
AGREEMENT
Agreement dated as of October 23, 1996, by and among Esquire Communications
Ltd. (the "Company"), Golder, Thoma, Xxxxxx, Xxxxxx Fund IV, L.P. ("GTCR") and
the persons or entities listed on Schedule A attached hereto (GTCR and such
persons or entities are collectively referred to herein as the "Stockholders").
W I T N E S S E T H :
WHEREAS, the Stockholders have been granted registration rights by the
Company to register shares of Common Stock of the Company which now may be owned
by them or which may be acquired by them in the future (the "Registrable
Securities") on registration statements to be filed by the Company or by other
holders of registration rights; and
WHEREAS, the Stockholders propose to provide for an orderly fashion
pursuant to which their Registrable Securities may be included in any
registration statement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, the parties hereto agree as follow:
1. If a Stockholder requests registration of its Registrable Securities
pursuant to demand registration rights granted to it and if the managing
underwriters advise the Company in writing (with a copy to each Stockholder
requesting registration of its Registrable Securities) that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without adversely affecting the
marketability of such offering, then the Company will include in such
registration, (i) first, the number of Registrable Securities requested to be
included by the Stockholders which in the opinion of such underwriters can be
sold without adverse effect, pro rata among the holders of Registrable
Securities on the basis of the total number of Registrable Securities owned by
each such Stockholder, (ii) second, any securities the Company is required to
include pursuant to registration rights granted by the Company prior to the date
hereof, and (iv) next, if available, securities held by any other holders of
registration rights pro rata among such holders based on the number of
securities requested to be included.
2. If at any time the Stockholders are entitled to include Registrable
Securities owned by them in any primary registration on behalf of the Company
and if the managing underwriters advise the Company in writing (with a copy to
each Stockholder requesting registration of its Registrable Securities) that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of such offering, then the Company will
include in such registration, (i) First, the securities the Company proposes to
sell, (ii) second, any securities the Company is required to include pursuant to
the Purchase Options, (iii) third, any securities held by persons other than the
Stockholders which the Company is required to include pursuant to registration
rights granted by the Company prior to the date hereof, (iv) fourth Registrable
Securities held by the Stockholders, pro rata among the holders of Registrable
Securities on the basis of the total number of Registrable Securities owned by
each such Stockholder and (v) next, if available, securities held by any other
holders of registration rights pro rata among such holders based on the number
of securities requested to be included.
3. If at any time the Stockholders are entitled to include Registrable
Securities owned by them in any registration statement other than pursuant to
Section 1 or 2 hereof and if the managing underwriters advise the Company in
writing (with a copy to each Stockholder requesting registration of its
Registrable Securities) that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of such offering, then
the Company will include in such registration, (i) first, the securities
requested to be included therein by the holders requesting such registration,
(ii) second, any securities the Company is required to include pursuant to the
Purchase Options, (iii) third, any securities held by persons other than the
Stockholders which the Company is required to include pursuant to registration
rights granted by the Company prior to the date hereof, (iv) fourth, Registrable
Securities held by the Stockholders, pro rata among the holders of Registrable
Securities on the basis of the total number of Registrable Securities owned by
each such Stockholder and (v) next, if available, securities held by any other
holders of registration rights pro rata among such holders based on the number
of securities requested to be included.
4. In the event the registration is in connection with a secondary offering
on behalf of holders of Purchase Options dated May 18, 1993 to purchase an
aggregate of 125,000 shares of Common Stock and 125,000 warrants issued in
connection with the Company's initial public offering (the "Purchase Options"),
then the prior written consent of the "Majority Holders of the Registrable
Securities" (as defined in the Purchase Options) shall be required for inclusion
of any Registrable Securities.
5. This Agreement may be executed in one or more counterparts, each of
which shall be an original, and all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first above written.
ESQUIRE COMMUNICATIONS LTD.
By:______________________
XXXXXX THOMA, CRESSY, XXXXXX
FUND IV. L.P.
By:________________________
Xxxxx X. Xxxxxxx
THE XXXXXXX TRUST
By: ________________________
Xxxx X. Xxxxxxx, Trustee
By: ________________________
Xxxxxxx X. Xxxxxxx, Trustee
ALLIED INVESTMENT CORPORATION
By:__________________________
ALLIED INVESTMENT CORPORATION II
By:____________________________
ALLIED CAPITAL CORPORATION
By:____________________________
SCHEDULE A
Allied Investment Corporation
Allied Investment Corporatiion II
Allied Capital Corporation
Xxxxx Xxxxxxx
The Xxxxxxx Trust
