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EXHIBIT 4.5
REGISTRATION AGREEMENT
THIS AGREEMENT is made as of July 24, 2000, among L90, Inc., a
Delaware corporation (the "Company"), and Prime Ventures, LLC, a Delaware
limited liability company ("Prime"), and each other Person whose name appears on
the signature pages hereof (collectively with Prime, the "Investors").
The Company and xxxXxxxxxx.xxx, Inc., an Idaho corporation
("webMillion"), among others, are parties to a certain Agreement and Plan of
Merger dated July 7, 2000 (the "Merger Agreement"). The Investors were
shareholders of webMillion. In order to induce webMillion to enter into the
Merger Agreement, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the Closing under the Merger Agreement. Unless otherwise provided
in this Agreement, capitalized terms used herein shall have the meanings set
forth in Section 7 hereof.
The parties hereto agree as follows:
1. Demand Registration.
(a) Request for Registration. Subject to the other provisions
herein, at any time after February 1, 2001, the holders of at least a majority
of the Registrable Securities may request registration under the Securities Act
of all or any portion of their Registrable Securities on Form S-3 (a "Short-Form
Registration"). The holders of Registrable Securities shall be entitled to
request one (1) Short-Form Registration for which the Company shall pay all
Registration Expenses, as defined in Section 3 hereof; provided, however, that
the number of shares of Registrable Securities requested to be so registered
must be at least 100,000 and the aggregate offering value of such Registrable
Securities requested to be registered in such Short-Form Registration must equal
at least $1,500,000. The request for a Short-Form Registration shall specify the
approximate number of Registrable Securities requested to be registered and the
anticipated per share price range for such offering. Within ten days after
receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and shall
include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 15 days
after the receipt of the Company's notice.
(b) Restrictions on Short-Form Registration. The Company may
postpone for up to 120 days the filing or the effectiveness of a registration
statement for the Short-Form Registration if the Company's board of directors
determines in its reasonable good faith judgment that such Short-Form
Registration would reasonably be expected to have a material adverse effect on
any proposal or plan by the Company or any of its Subsidiaries to engage in any
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer, reorganization or similar transaction;
provided that in such event, the holders of Registrable Securities initially
requesting such Short-Form Registration shall be entitled to withdraw such
request and, if such request is withdrawn, such Short-Form Registration shall
not count as the permitted Short-Form Registration hereunder and the Company
shall pay all Registration Expenses in connection with such registration.
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The Company may delay the Short-Form Registration hereunder only once in any
twelve-month period.
(c) Volume Limitations. Notwithstanding that Registrable
Securities have been included in the Short Form Registration, the Investors
agree that, from the date of effectiveness of the Short-Form Registration, and
so long as it remains effective pursuant to the terms hereof, the Investors, in
the aggregate, shall not sell more than 160,000 Registrable Securities during
any contiguous 30-day period. The Investors hereby agree to the appointment of
Prime as their representative for purposes of determining the allocation among
all the Investors and agree that they shall not sell Registrable Securities
pursuant to the Short Form Registration in excess of the amounts so allocated to
each such Investor. The Investors agree that, in addition to whatever additional
remedies the Company and the Investors may have for a breach of an Investor's
covenants in this Section 1(c), the Company may notify the holders of
Registrable Securities that subsequent sales pursuant to the Short-Form
Registration are suspended, and the Investors agree to abide by such notice,
pending further written notice from the Company, when the Company has reasonably
determined in good faith that additional sales are allowed in accordance with
the terms hereof, in light of the prior breach of this Section 1(c), which shall
be when the sale of Registrable Securities in violation of this Section 1(c)
would otherwise have been permitted under the first two sentences of this
Section 1(c), unless the Company in good faith determines, and so notifies the
holders of Registrable Securities, that such sale of Registrable Securities at
such point in time will materially adversely affect the market for the Company's
Common Stock.
2. Company Registration.
(a) Notice of Registration. If at any time after February 1,
2001, the Company shall determine to register any of its securities, either for
its own account (but only to the extent other holders of the Company's
securities contractually entitled to do so elect to include any such securities
in such registration) or for the account of a security holder or holders
exercising their respective demand registration rights, in any such cases, other
than a registration relating solely to employee benefit plans, or a registration
relating solely to a Rule 145 transaction, the Company will:
(i) Promptly give to each holder of Registrable Securities
written notice thereof; and
(ii) Include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 15 days after receipt of such written notice from the
Company by any holder of Registrable Securities, but, in the event such
registration does not involve an underwriting, only to the extent that such
inclusion, in the discretion of the Company's Board of Directors, will not (A)
jeopardize the offering, or (B) diminish the number of securities included by
the Company or by holders of the Company's securities who have demanded such
registration (subject to the rights of the holders of Registrable Securities, as
set forth in Section 2(b)).
(b) Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so
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advise the holders of Registrable Securities as a part of the written notice
given pursuant to Section 2(a)(i). In such event the right of any holder of
Registrable Securities to registration pursuant to Section 2 shall be
conditioned on such holder's participation in such underwriting and the
inclusion of Registrable Securities in the underwriting to the extent provided
herein. All holders of Registrable Securities 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 managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 2(b), if the managing underwriter advises the Company
in writing that in its 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 market of the offering, then the managing
underwriter may limit the Registrable Securities to be included in such
registration. The Company shall so advise all holders of Registrable Securities
and the other holders distributing their securities through such underwriting
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 of Registrable Securities in the following order,
after all securities of the Company proposed to be sold by the Company in such
registration have been included:
(i) First, all securities held by Persons with contractual
registration rights senior to those of the holders of Registrable Securities as
of the date hereof shall be included to the fullest extent possible;
(ii) Second, all Registrable Securities requested to be
included by the holders thereof, and all other securities requested to be
included by the holders thereof who have contractual rights pari passu with the
holders of Registrable Securities, shall be included to the fullest extent
possible; if a limitation of the number of shares is still required, the number
of shares that may be included in the registration and underwriting shall be
allocated among all holders of Registrable Securities and such other holders of
such other securities in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities and such other securities held by the holders
thereof at the time of the notice referred to in Section 2(a)(i);
(iii) Third, if the underwriters determine additional
securities may be included, such additional securities shall be included in the
order of the contractual registration rights among the holders thereof.
If any holder of Registrable Securities or other holder disapproves of the terms
of any such underwriting, he or she may elect to withdraw therefrom by written
notice to the Company and the managing underwriter. Any securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration, and
shall not be transferred in a public distribution prior to 120 days after the
effective date of the registration statement relating thereto.
(c) The holders of Registrable Securities shall be entitled to
include Registrable Securities on not more than two registrations pursuant to
this Section 2.
3. Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this
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Agreement, the Company shall use commercially reasonable efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof and pursuant thereto the Company shall as
expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities,
either on Form S-3 if such request is pursuant to Section 1, or on any form
selected by the Company in all other cases;
(b) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement and such other
documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
(d) use commercially reasonable efforts to register or qualify
such Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company shall not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the NASD automated quotation
system;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
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(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 effecting a stock split or
a combination of shares);
(i) make available for inspection by any seller or 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 any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder,
in its reasonable judgment (upon the advice of its counsel), might be deemed to
be an underwriter of a controlling person of the Company, to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in the
reasonable judgment of such holder and its counsel should be included; and
(l) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any common stock included in such registration statement for sale in any
jurisdiction, the Company shall use commercially reasonable efforts promptly to
obtain the withdrawal of such order.
4. Registration Expenses.
(a) All expenses incident to the Company's performance of, or
compliance with, this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and disbursements
of custodians, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions which shall be borne pro rata by the holders of Registrable
Securities included in such registration) and other Persons retained by the
Company (all such expenses being herein called "Registration Expenses"),
including, without limitation, the Company's internal expenses (which shall
include, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit or quarterly review, the expense of any liability insurance and the
expenses and fees for listing the securities to be registered on each securities
exchange on
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which similar securities issued by the Company are then listed or on the NASD
automated quotation system, shall be borne by the Company (except as provided
below in Section 4(b)).
(b) In connection with the Short-Form Registration, the
Company shall reimburse the holders of Registrable Securities included in such
registration for the reasonable fees (not exceeding $15,000 for such
registration) and disbursements of one counsel chosen by the holders of a
majority of the Registrable Securities included in such registration.
(c) To the extent Registration Expenses are not required to be
paid by the Company, each holder of securities included in any registration
hereunder shall pay those Registration Expenses allocable to the registration of
such holder's securities so included, and any Registration Expenses not so
allocable shall be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.
5. Indemnification.
(a) The Company agrees to indemnify, to the extent permitted
by law, each holder of Registrable Securities, its officers and directors, any
underwriter (as defined in the Securities Act) for any such holder, and each
Person who controls (within the meaning of the Securities Act) such holder or
underwriter against all losses, claims, damages, liabilities and expenses caused
by any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of 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 any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law, except insofar as the same are caused
by or contained in any information furnished in writing to the Company by such
holder expressly for use therein or by such holder's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient number of
copies of the same.
(b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder shall
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of 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, but only to the extent that such untrue statement or
omission occurs in reliance upon and in conformity with written information or
affidavit so furnished by such holder expressly for use in connection with such
registration; provided, however, that the indemnity agreement contained in this
Section 5(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or
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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 5(b) exceed the net proceeds from the
offering actually received by such holder.
(c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party) and (ii) unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of securities.
6. Reports Under Exchange Act. With a view to making available to
the holders of Registrable Securities the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the SEC that may at any
time permits a holder of Registrable Securities to sell securities of the
Company to the public without registration generally or pursuant to a
registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after the effective
date of the first registration statement filed by the Company for the offering
of its securities to the general public;
(b) use all reasonable commercial efforts, including
voluntarily registering its Common Stock under Section 12 of the Exchange Act,
to qualify for registration on Form S-3 for the sale of their Registrable
Securities as soon as it becomes eligible to file such resale registration
statement;
(c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(d) furnish to any holder of Registrable Securities, so long
as such holder owns any Registrable Securities, promptly upon request (i) a
written statement by the Company that it has complied with the reporting
requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting
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requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual and/or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any holder of Registrable Securities
of any rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.
7. Definitions.
(a) "Registrable Securities" means (i) any Common Stock issued
to the Investors pursuant to the Merger Agreement and (ii) any Common Stock
issued or issuable with respect to the securities referred to in clause (i)
above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when they have been (i) distributed to
the public pursuant to a offering registered under the Securities Act, (ii) 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 (iii) in the case of securities
held by the Investor, distributed by the Investor to its members and the
Investor, at its option in connection with such distribution, has notified the
Company in writing of its election to terminate the status of such securities as
Registrable Securities. For purposes of this Agreement, a Person shall be deemed
to be a holder of Registrable Securities, and the Registrable Securities shall
be deemed to be in existence, whenever such Person has the right to acquire
directly or indirectly such Registrable Securities (upon conversion or exercise
in connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Registrable Securities hereunder.
(b) Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Merger Agreement.
8. Miscellaneous.
(a) No Inconsistent Agreements. The Company shall not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
(b) Remedies. Any Person having rights under any provision of
this Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that, in addition to any other rights and
remedies existing in its favor, any party shall be entitled to specific
performance and/or other injunctive relief from any court of law or equity of
competent
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jurisdiction (without posting any bond or other security) in order to enforce or
prevent violation of the provisions of this Agreement.
(c) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and holders of at least a majority of the
Registrable Securities.
(d) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(e) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(f) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement.
(g) Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
(h) Governing Law. All issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of California, without giving effect to any choice
of law or conflict of law rules or provisions (whether of the State of
California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
(i) Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications shall be sent to the Investor or the Company,
as applicable, at the address indicated below:
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(j) demands and other communications shall be sent to the
Investors at their respective addresses set forth on the signature pages hereof,
or to the Company at the address indicated below:
Company: L90, Inc.
0000 Xxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Attn: Chief Financial Officer
* * * * *
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
COMPANY:
L90, INC.
By: ________________________________
Name:
Title:
INVESTORS:
Prime Ventures, LLC
By: ________________________________
Name:
Title:
Address: ___________________________
___________________________
___________________________
[Signatures continued on next page]
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Xxxxx Xxx
By: ________________________________
Name:
Title:
Address: ___________________________
___________________________
___________________________
WebMillion Participation Partners
By: ________________________________
Name:
Title:
Address: ___________________________
___________________________
___________________________
Xxxxxxx Xxxxxx Living Trust
By: ________________________________
Name:
Title:
Address: ___________________________
___________________________
___________________________
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Four Corner Capital
By: ________________________________
Name:
Title:
Address: ___________________________
___________________________
___________________________
Xxxxx Xxxxxxxxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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Xxxx Xxxxxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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Xxxxxx Xxxxxx
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Name:
Title:
Address: ___________________________
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Xxxxx Xxxxxxxxxx
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Address: ___________________________
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Address: ___________________________
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Xxxxx Xxxxxxxx
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Xxxx Xxxxxxxxx
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Address: ___________________________
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Xxxxxxx X. Xxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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Xxxxx X. Xxxxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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Xxxxxxx X. Xxxxx
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Address: ___________________________
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Xxxxxxx Xxxxxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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Xxxxx Xxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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Xxxxxxx Xxxxxxxx
By: ________________________________
Name:
Title:
Address: ___________________________
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