EXHIBIT 10.7
FOURTH AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
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As of December 15, 1998
To the several persons named
at the foot hereof:
Dear Sirs:
For clarity of reference, the Third Amended and Restated Registration
Rights Agreement dated as of July 24, 1997, among Multex Systems, Inc., a
Delaware corporation (the "Company"), and the several persons named therein, as
supplemented by the Supplement to Third Amended and Restated Registration Rights
Agreement dated as of August 14, 1997 among the Company and the several persons
named therein, is hereby amended and restated in its entirety as follows:
Euclid Partners III, L.P. ("Euclid III") is the owner of an aggregate
of 20,000 shares of Preferred Stock, $.01 par value, of the Company, consisting
of 10,000 shares of Series A Convertible Preferred Stock acquired in November
1993, 5,000 shares of Series B Convertible Preferred Stock acquired in November
1994, and 5,000 shares of Series C Convertible Preferred Stock acquired in
February 1996; 77 Capital Partners, L.P. ("77 Capital") is the owner of an
aggregate of 20,000 shares of Preferred Stock consisting of 10,000 shares of
Series A Convertible Preferred Stock acquired in March 1994, 5,000 shares of
Series B Convertible Preferred Stock acquired in November 1994, and 5,000 shares
of Series C Convertible Preferred Stock acquired in February 1996; ADP Financial
Information Services, Inc. ("ADP") is the owner of 13,333 shares of Series B
Convertible Preferred Stock acquired in November 1994; AT&T Venture Company,
L.P. ("AT&T") is the owner of an aggregate of 18,333 shares of Preferred Stock
consisting of 13,333 shares of Series B Convertible Preferred Stock acquired in
November 1994 and 5,000 shares of Series C Convertible Preferred Stock acquired
in February 1996; Massachusetts Mutual Life Insurance Company ("Massachusetts
Mutual") is the owner of an aggregate of 6,667 shares of Series C Convertible
Preferred Stock acquired in February 1996; Alce Partners, L.P. ("Alce") is the
owner of an aggregate of 3,333 shares of Preferred Stock consisting of 1,667
shares of Series C Convertible Preferred Stock acquired in April 1996 and 1,666
shares of Series C Convertible Preferred Stock acquired in June 1996; Euclid
Partners IV, L.P. ("Euclid IV") is the owner of an aggregate of 16,805.56 shares
of Preferred Stock, consisting of 1,250 shares of Series A Convertible Preferred
Stock it acquired from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") in April 1997, 10,000
shares of Series C
Convertible Preferred Stock acquired in June 1996 and 5,555.56 shares of Series
D Convertible Preferred Stock acquired in July 1997; Reuters America Inc.
("Reuters") is the owner of an aggregate of 38,888.89 shares of Preferred Stock,
consisting of 16,666.67 shares of Series C Convertible Preferred Stock acquired
in June 1996 and 22,222.22 shares of Series D Convertible Preferred Stock
acquired concurrently in July 1997; Chase Venture Capital Associates, L.P.
("Chase") is the owner of an aggregate of 61,208.34 shares of Preferred Stock,
consisting of 26,666.67 shares of Series C Convertible Preferred Stock acquired
in June 1996, 16,041.67 shares of Series D Convertible Preferred Stock acquired
in July 1997 and 18,500 shares of Series E Convertible Preferred Stock acquired
concurrently herewith; SOFTBANK Ventures Inc. ("SOFTBANK") is the owner of an
aggregate of 21,666.67 shares of Series C Convertible Preferred Stock acquired
in June 1996; The fl@tiron Fund LLC ("fl@tiron") is the owner of an aggregate of
1,875 shares of Preferred Stock, consisting of 1,250 shares of Series A
Convertible Preferred Stock that it acquired from ▇▇▇▇▇▇▇ in April 1997, and 625
shares of Series D Convertible Preferred Stock acquired in July 1997; The
Flatiron Fund 1998/99 LLC ("FF") is the owner of 1,440 shares of Series E
Convertible Preferred Stock acquired concurrently herewith; Flatiron Associates,
LLC ("FA") is the owner of 160 shares of Series E Convertible Preferred Stock
acquired concurrently herewith; FGIC Services, Inc. ("FGIC") is the owner of an
aggregate of 11,111.11 shares of Series D Convertible Preferred Stock, acquired
in August 1997; Prospect Street NYC Discovery Fund, L.P. ("Prospect") is the
owner of an aggregate of 16,000 shares of Series E Convertible Preferred Stock
acquired concurrently herewith; Rader Reinfrank Holdings ("RRI") is the owner of
an aggregate of 24,000 shares of Series E Convertible Preferred Stock acquired
concurrently herewith; and Mellon Ventures L.P. ("Mellon") is the owner of
16,000 shares of Series E Convertible Preferred Stock acquired concurrently
herewith and America Online, Inc. ("AOL") is the owner of 8,000 shares of Series
E Convertible Preferred Stock acquired concurrently herewith, (Euclid III, 77
Capital, ADP, AT&T, Massachusetts Mutual, Alce, Euclid IV, Reuters, fl@tiron,
Chase, SOFTBANK, FF, FA, FGIC, Prospect, RRI, Mellon and AOL are referred to
collectively as the "Investors"); ▇▇▇▇▇ ▇▇▇▇▇▇ ("Karaev") is the owner of an
aggregate of 2,500 shares of Series A Convertible Preferred Stock acquired in
November 1993, and Karaev and ▇▇▇▇▇▇▇ are parties to a letter agreement (as
amended, the "Founders Letter Agreement") with the Company dated June 5, 1996
pursuant to which the Company has granted to Messrs. Karaev and ▇▇▇▇▇▇▇ the
right to exchange shares of Series A Convertible Preferred Stock for up to 3,334
shares of Series C Convertible Preferred Stock (of which ▇▇▇▇▇▇▇, in April 1997,
assigned his rights to purchase an aggregate of 1,667 shares of Series C
Convertible Preferred Stock to each of Euclid and fl@tiron, each of which is
entitled, pursuant to such assignment, to exchange such shares of Series A
Convertible Preferred Stock for up to 833.50 shares of Series C Convertible
Preferred Stock), and ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the "Founders") are the owners of an aggregate of
2,570,000 shares of the Common Stock of the Company (the "Founders Stock"). In
consideration of the agreement of the foregoing parties to accept the provisions
of this Fourth Amended and Restated Registration Rights Agreement, and in order
to induce the Investors to enter into an agreement dated as of the date hereof
with the Company with respect to the acquisition concurrently herewith of shares
of Series E Convertible Preferred Stock by Prospect, the Company hereby
covenants and agrees with each of you and with each subsequent holder of
Restricted Securities (as such term is defined herein) as follows:
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1. Certain Definitions. As used herein, the following terms shall
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have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission,
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or any other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $.01 par value, of
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the Company, as constituted as of the date of this Agreement.
"Conversion Shares" shall mean the shares of Common Stock issued
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upon conversion of the Preferred Shares.
"Exchange Act" shall mean the Securities Exchange Act of 1934 or
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any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Founders' Stock" shall have the meaning set forth in the
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preamble paragraph of this Agreement.
"Preferred Shares" shall mean Series A Convertible Preferred
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Stock, par value $.01, Series B Convertible Preferred Stock, par value
$.01, Series C Convertible Preferred Stock, par value $.01, Series D
Convertible Preferred Stock, par value $.01, and Series E Convertible
Preferred Stock, par value $.01.
"Registrable Securities" shall mean Restricted Securities and
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Founders Stock.
"Registration Expenses" shall mean the expenses so described in
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Section 8 hereof.
"Restricted Securities" shall mean any securities of the Company,
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the certificates for which are required to bear the legend set forth in
Section 2 hereof, except Founders Stock.
"Securities Act" shall mean the Securities Act of 1933 or any
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similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in
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Section 8 hereof.
2. Restrictive Legend. Each certificate representing the Preferred
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Shares, each certificate representing the Founders Stock, each certificate
issued upon exchange or transfer of any Preferred Shares, each certificate
representing Conversion Shares and, except as otherwise provided in Section 3
hereof, each certificate issued upon exchange or transfer of any Conversion
Shares or
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Founders Stock, as the case may be, shall be stamped or otherwise imprinted with
a legend substantially in the following form:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT
OR UNLESS IN THE OPINION OF COUNSEL FOR THE CORPORATION AN EXEMPTION
FROM REGISTRATION IS AVAILABLE."
3. Notice of Proposed Transfer.
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(a) Prior to any proposed transfer of any Registrable
Securities(other than under the circumstances described in Section 4, 5 or 6
hereof), the holder thereof shall give written notice to the Company of its
intention to effect such transfer. Each such notice shall describe the manner of
the proposed transfer and, if requested by the Company, shall be accompanied at
the expense of such holder by an opinion of counsel in form, scope and substance
reasonably satisfactory to the Company to the effect that the proposed transfer
of the Registrable Securities may be effected without registration under the
Securities Act, whereupon the holder of such Registrable Securities shall be
entitled to transfer such Registrable Securities in accordance with the terms of
its notice; provided, however, that no such opinion or other documentation
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shall be required if such notice shall cover a transfer by any Investor that is
a partnership to its partners or a transfer by any Investor to any of its
affiliates so long as such transferee acknowledges in a writing reasonably
satisfactory to the Company that such Registrable Securities shall remain
subject to this Section 3 and so long as the Company is reasonably satisfied
that such transfer will not violate applicable securities laws. Each certificate
for Registrable Securities transferred as above provided shall bear the legend
set forth in Section 2, unless (i) such transfer is in accordance with the
provisions of Rule 144 (or any other rule permitting public sale without
registration under the Securities Act) or (ii) the opinion of counsel referred
to above is to the further effect that the transferee and any subsequent
transferee (other than an affiliate of the Company) would be entitled to
transfer such securities in a public sale without registration under the
Securities Act.
(b) The foregoing restrictions on transferability of Registrable
Securities shall terminate as to any particular Registrable Securities when such
securities shall have been effectively registered under the Securities Act and
sold or otherwise disposed of in accordance with the intended method of
disposition by the seller or sellers thereof set forth in the registration
statement concerning such securities. Whenever a holder of Registrable
Securities is able to demonstrate to the Company (and its counsel) that the
provisions of Rule 144(k) of the Securities Act are available to such holder
without limitation, such holder of Registrable Securities shall be
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entitled to receive from the Company, without expense, a new certificate not
bearing the restrictive legend set forth in Section 2.
4. Required Registration.
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(a) At any time, the holders of Restricted Securities (i)
constituting at least 33% of the total Restricted Securities outstanding at such
time (treating for the purpose of such computation the holders of Preferred
Shares as the holders of the Common Stock then issuable upon conversion or
exercise of such Preferred Shares) or (ii) who propose to register Restricted
Securities having a gross market value of at least $15,000,000 at the time of
any request for registration thereof, may request the Company to register under
the Securities Act all or any portion (or, if registration is requested pursuant
to clause (ii) hereof, then Restricted Securities having a gross market value of
not less than $15,000,000) of the Restricted Securities held by such requesting
holder or holders for sale in the manner specified in such notice, provided,
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however, that the only securities which the Company shall be required to
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register pursuant hereto shall be shares of Common Stock.
(b) Promptly following receipt of any notice under Section 4(a),
the Company shall immediately notify any holders of Registrable Securities from
whom notice has not been received and shall use its best efforts to promptly
register under the Securities Act, for public sale in accordance with the method
of disposition specified in such notice from requesting holders of Restricted
Securities, the number of Restricted Securities specified in such notice (and in
any notices received from other holders and holders of Founders Stock within 20
days after their receipt of such notice from the Company). If such method of
disposition shall be an underwritten public offering, (i) the Company may
designate the managing underwriter of such offering, subject to the approval of
the selling holders of Restricted Securities, which approval shall not be
unreasonably withheld, and (ii) as and to the extent that, in the opinion of the
managing underwriter, the inclusion of all Registrable Securities so requested
to be registered would adversely affect the marketing of such Registrable
Securities, then the number of shares of Registrable Securities so included
shall be reduced, pro rata, in proportion to the number of shares requested to
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be registered by each holder thereof. The Company shall be obligated to
register Restricted Securities and, if applicable, Founders Stock, pursuant to
Section 4(a) on two occasions only. Notwithstanding anything to the contrary
contained herein, the obligation of the Company under this Section 4 shall be
deemed satisfied only when a registration statement covering all shares of
Restricted Securities specified in notices received as aforesaid (including any
shares removed from any offering at the request of the underwriter, as
hereinafter provided), for sale in accordance with the method of disposition
specified by the requesting holder, shall have become effective and, if such
method of disposition is a firm commitment underwritten public offering, all
such shares (excluding any over-allotment shares) shall have been sold pursuant
thereto.
(c) The Company shall be entitled to include in any registration
statement referred to in this Section 4, for sale in accordance with the method
of disposition specified by the requesting holders, shares of Common Stock to be
sold by the Company for its own account, except as and to the extent that, in
the opinion of the managing underwriter (if such method of disposition
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shall be an underwritten public offering), such inclusion would adversely affect
the marketing of the Registrable Securities to be sold, in which case the number
of shares to be registered shall be reduced first, by the holders of capital
stock of the Company not entitled to participate in such registration under the
terms of this Section 4, pro rata in proportion to the number of shares for
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which each such holder has requested registration, second, by the Company, and,
third, by the holders of Registrable Securities, pro rata in proportion to the
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number of shares for which each holder has requested registration; provided that
if any such registration statement shall be for the purpose of effecting the
first underwritten public offering of Common Stock by the Company, then if, in
the opinion of the managing underwriter, the inclusion of shares of Common Stock
to be sold other than by the Company for its own account would adversely affect
the marketing of the Common Stock to be sold by the Company, then the number of
shares to be registered shall be reduced first, by the holders of capital stock
of the Company not entitled to participate in such registration under the terms
of this Section 4, pro rata in proportion to the number of shares for which each
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such holder has requested registration, and second, by the holders of
Registrable Securities, pro rata in proportion to the number of shares for which
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each such holder has requested registration, provided that there shall be no
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such reductions in the number of shares to be registered if such underwritten
public offering shall not have been consummated. Except as provided in this
paragraph (c), the Company will not effect any other registration of its Common
Stock, whether for its own account or that of other holders, from the date of
receipt of a notice from requesting holders pursuant to this Section 4 until the
completion of the period of distribution of the registration contemplated
thereby.
5. Form S-3 Registration.
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(a) If the Company shall receive, at any time after it shall have
consummated the first underwritten public offering of its Common Stock, a
written request or requests from the holders of Restricted Securities
constituting (i) at least 10% of the total Restricted Securities outstanding at
such time (treating for the purpose of such computation the holders of Preferred
Shares as the holders of the Conversion Shares then issuable upon conversion of
such Preferred Shares), or (ii) who will seek registration of Registered
Securities with a gross market value of at least $1,000,000 (calculated by
multiplying the number of Restricted Securities sought to be sold by the last
sale or closing price on the date preceding the request or requests) that the
Company effect a registration on Form S-3 and any related qualification or
compliance with respect to Restricted Securities owned by such holder or
holders, the Company will, if eligible to do so:
(i) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all
other holders of Restricted Securities from whom notice has not been
received and to holders of Founders Stock; and
(ii) as soon as practicable, use its best efforts to effect
such registration (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued
under the Securities Act and any other government requirements or
regulations) as
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may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such holder's or holders'
Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any holder or
holders thereof joining in such request as are specified in a written
request given within thirty (30) days after receipt of such written
notice from the Company, provided that the number of shares of
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Registrable Securities to be included in such registration may be
reduced (pro rata among the holders requesting registration thereof
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based upon the number of shares requested to be registered) if and to
the extent that the managing underwriter (if the method of disposition
shall be an underwritten public offering) shall be of the opinion that
the inclusion of all Registrable Securities requested to be included
in such offering would adversely affect the marketing of the
Registrable Securities to be sold in such offering. Subject to the
foregoing, the Company shall file a registration statement covering
the Registrable Securities so requested to be registered as soon as
practicable after receipt of the request or requests of the holders of
the Registrable Securities.
(b) The Company shall be obligated to register the Registrable
Securities pursuant to Section 5(a) not more than three times per calendar year.
Registrations effected pursuant to this Section 5 shall not be counted as
requests for registration effected pursuant to Section 4.
6. Incidental Registration. If the Company at any time (other than
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pursuant to Section 4(a) or Section 5(a) hereof) proposes to register any of its
Common Stock under the Securities Act for sale to the public, whether for its
own account or for the account of other security holders or both (except with
respect to registration statements on Form S-4 or S-8 or another form not
available for registering the Restricted Securities or Founders Stock for sale
to the public), it will give written notice at such time to all holders of
outstanding Registrable Securities of its intention to do so. Upon the written
request of any such holder, given within 20 days after receipt of any such
notice by the Company, to register any of its Registrable Securities (which
request shall state the intended method of disposition thereof), the Company
will use its best efforts to cause the Registrable Securities as to which
registration shall have been so requested to be included in the securities to be
covered by the registration statement proposed to be filed by the Company, all
to the extent requisite to permit the sale or other disposition by the holder
(in accordance with its written request) of such Registrable Securities so
registered. In the event that any registration pursuant to this Section 6 shall
be, in whole or in part, an underwritten public offering of Common Stock, any
request by a holder pursuant to this Section 6 to register Registrable
Securities shall specify that either (i) such Registrable Securities are to be
included in the underwriting on the same terms and conditions as the shares of
Common Stock otherwise being sold through underwriters under such registration
or (ii) subject to the approval of the underwriters, such Registrable Securities
are to be sold in the open market without any underwriting, on terms and
conditions comparable to those normally applicable to offerings of common stock
in reasonably similar circumstances. The number of shares of Registrable
Securities to be included in such an underwriting may be reduced (pro rata among
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the requesting holders based upon the number of shares so requested to be
registered) if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the
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marketing of the securities to be sold by the Company therein, provided,
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however, that such number of shares to be registered shall be reduced,
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pro rata, among the requesting holders of Registrable Securities, provided
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further, however, that such number of shares of Registrable Securities shall
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not be reduced if any shares are to be included in such underwriting for the
account of any person other than the Company or other than a holder of
Registrable Securities.
7. Registration Procedures. If and whenever the Company is required
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by the provisions of Section 4, 5 or 6 hereof to use its best efforts to effect
the registration of any of the Registrable Securities under the Securities Act,
the Company will, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement
(which, in the case of an underwritten public offering pursuant to Section 4
hereof, shall be on Form S-1 or other form of general applicability satisfactory
to the managing underwriter selected as therein provided) with respect to such
securities and use its best efforts to cause such registration statement to
become and remain effective for the period of the distribution contemplated
thereby (determined as hereinafter provided);
(b) 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 keep such registration statement effective for
the period specified in paragraph (a) above and as shall comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement in accordance with
the sellers' intended method of disposition set forth in such registration
statement for such period;
(c) furnish, at least five business days before filing a
registration statement that registers such Registrable Securities, a prospectus
relating thereto or any amendments or supplements relating to such a
registration statement or prospectus, to one counsel selected by the Investors
(the "Investors' Counsel"), copies of all such documents proposed to be filed
(it being understood that such five-business-day period need not apply to
successive drafts of the same document proposed to be filed so long as such
successive drafts are supplied to the Investors' Counsel in advance of the
proposed filing by a period of time that is customary and reasonable under the
circumstances);
(d) notify in writing the Investors' Counsel promptly (i) of the
receipt by the Company of any notification with respect to any comments by the
Commission with respect to such registration statement or prospectus or any
amendment or supplement thereto or any request by the Commission for the
amending or supplementing thereof or for additional information with respect
thereto, (ii) of the receipt by the Company of any notification with respect to
the issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or prospectus or any amendment or supplement thereto
or the initiation or threatening of any proceeding for that purpose, and (iii)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of such Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purposes;
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(e) furnish to each seller and to each underwriter such number of
copies of the registration statement and the prospectus included therein
(including each preliminary prospectus) as such persons may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Securities covered by such registration statement;
(f) use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as the sellers of Registrable Securities or, in
the case of an underwritten public offering, the managing underwriter, shall
reasonably request;
(g) immediately notify each seller under such registration
statement and each underwriter, 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 contained in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any 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, at the request of the Investors, prepare and furnish to such
Investors a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
offeree of such shares, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing;
(h) use its best efforts (if the offering is underwritten) to
furnish, at the request of any seller, on the date that Registrable Securities
are delivered to the underwriters for sale pursuant to such registration: (i) an
opinion dated such date of counsel representing the Company for the purposes of
such registration, addressed to the underwriters and to such seller, stating
that such registration statement has become effective under the Securities Act
and that (A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act, (B) the
registration statement, the related prospectus, and each amendment or supplement
thereof, comply as to form in all material respects with the requirements of the
Securities Act and the applicable rules and regulations of the Commission
thereunder (except that such counsel need express no opinion as to financial
statements contained therein) and (C) to such other effects as may reasonably be
requested by counsel for the underwriters or by such seller or its counsel, and
(ii) a letter dated such date from the independent public accountants retained
by the Company, addressed to the underwriters and to such seller, stating that
they are independent public accountants within the meaning of the Securities Act
and that, in the opinion of such accountants, the financial statements of the
Company included in the registration statement or the prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as
to the period ending no more than five business days prior to the date of such
letter) with respect to the registration in respect of which such letter is
being given as such underwriters or seller may reasonably request;
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(i) make available for inspection by each seller, any underwriter
participating in any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such seller or underwriter,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company's officers, directors and employees to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
(j) list such Restricted Securities on any national securities
exchange on which any shares of the Common Stock are listed or, if the Common
Stock is not listed on a national securities exchange, use its best efforts to
qualify such Restricted Securities for inclusion on the automated quotation
system of the National Association of Securities Dealers, Inc. (the "NASD"), or
such other national securities exchange as the holders of a majority of such
Restricted Securities to be so registered shall reasonably request;
(k) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and make available to its
securityholders, as soon as reasonably practicable, earnings statements (which
need not be audited) covering a period of 12 months beginning within three
months after the effective date of the registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and
(l) use its best efforts to take all other steps necessary to
effect the registration of such Restricted Securities contemplated hereby.
For purposes of paragraphs (a), (b) and (c) above and of Section
4(c) hereof, the period of distribution of Registrable Securities in a firm
commitment underwritten public offering shall be deemed to extend until each
underwriter has completed the distribution of all securities purchased by it,
and the period of distribution of Registrable Securities in any other
registration shall be deemed to extend until the earlier of the sale of all
Registrable Securities covered thereby or six months after the effective date
thereof.
In connection with each registration hereunder, the selling
holders of Registrable Securities will furnish to the Company in writing such
information with respect to themselves and the proposed distribution by them as
shall be reasonably necessary in order to assure compliance with federal and
applicable state securities laws.
In connection with each registration pursuant to Sections 4 and 5
hereof covering an underwritten public offering, the Company agrees to enter
into a written agreement with the managing underwriter selected in the manner
herein provided in such form and containing such provisions as are customary in
the securities business for such an arrangement between major underwriters and
companies of the Company's size and investment stature, provided that such
agreement shall not contain any such provision applicable to the Company which
is inconsistent with the provisions hereof and provided, further, that the time
and place of the closing under said agreement shall be as mutually agreed upon
between the Company and such managing underwriter.
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8. Expenses.
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(a) All expenses incurred by the Company in complying with
Sections 4, 5 and 6 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses of complying
with securities and Blue Sky laws, fees of the National Association of
Securities Dealers, Inc., transfer taxes, fees of transfer agents and
registrars, costs of insurance and reasonable fees and expenses of one counsel
for all sellers of Registrable Securities but excluding any Selling Expenses,
are herein called "Registration Expenses". All underwriting discounts and
selling commissions applicable to the sale of Registrable Securities are herein
called "Selling Expenses".
(b) The Company will pay all Registration Expenses in connection
with each registration statement filed pursuant to Section 4, 5 or 6 hereof. All
Selling Expenses in connection with any registration statement filed pursuant to
Section 4, 5 or 6 hereof shall be borne by the participating sellers in
proportion to the number of shares sold by each, or by such persons other than
the Company (except to the extent the Company shall be a seller) as they may
agree.
9. Indemnification.
---------------
(a) In the event of a registration of any of the Registrable
Securities under the Securities Act pursuant to Section 4, 5 or 6 hereof, to the
extent permitted by law, the Company will indemnify and hold harmless each
seller of such Restricted Securities or Founders Stock, as the case may be,
thereunder and each underwriter of Registrable Securities thereunder and each
other person, if any, who controls such seller or underwriter within the meaning
of the Securities Act against any losses, claims, damages or liabilities,
including attorneys fees, joint or several (or actions in respect thereof), to
which such seller or 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 pursuant to Section 4, 5 or 6, any
preliminary prospectus or final prospectus contained therein or otherwise filed
with the Commission, or any amendment or supplement thereof, or any document
incident to registration or qualification of any Restricted Securities, 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 with respect to any prospectus, necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or any violation by the Company of the Securities Act or state
securities or Blue Sky laws applicable to the Company and relating to action or
inaction required by the Company in connection with such registration or
qualification under such state securities or Blue Sky laws, and will reimburse
each such seller, each such underwriter and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case if and
-------- -------
to the extent that any
-11-
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by such seller, such underwriter or such
controlling person in writing specifically for use in such registration
statement or prospectus.
(b) In the event of a registration of any of the Registrable
Securities under the Securities Act pursuant to Section 4, 5 or 6 hereof, to the
extent permitted by law, each seller of such Registrable Securities thereunder,
severally and not jointly, will indemnify and hold harmless the Company and each
person, if any, who controls the Company within the meaning of the Securities
Act, each officer of the Company who signs the registration statement, each
director of the Company, each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer or director or 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 the registration statement under which such Registrable Securities were
registered under the Securities Act pursuant to Section 4, 5 or 6, any
preliminary prospectus or 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, and will reimburse the
Company and each such officer, director, underwriter and controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that such seller will be liable hereunder in any such case if
-------- -------
and only to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with information
pertaining to such seller, as such, furnished in writing to the Company by such
seller specifically for use in such registration statement or prospectus;
provided, further, however, that the liability of each seller hereunder shall be
-------- ------- -------
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the proportion that the public offering price of shares sold
by such seller under such registration statement bears to the total public
offering price of all securities sold thereunder, but not to exceed the proceeds
received by such seller from the sale of Registrable Securities covered by such
registration statement.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to any indemnified party other than under this Section 9. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party (it being understood that the following counsel shall be
deemed to be satisfactory: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇; ▇'▇▇▇▇▇▇▇▇, Graev & Karabell,
LLP; Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
-12-
LLP; Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol; ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.C.; ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP; and ▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇) and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 9 for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that, if the defendants in
-------- -------
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party, or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
(d) Notwithstanding the foregoing, any indemnified party shall
have the right to retain its own counsel in any such action, but the fees and
disbursements of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party shall have failed to retain counsel for the
indemnified person as aforesaid or (ii) the indemnifying party and such
indemnified party shall have mutually agreed to the retention of such counsel.
It is understood that the indemnifying party shall not, in connection with any
action or related actions in the same jurisdiction, be liable for the fees and
disbursements of more than one separate firm qualified in such jurisdiction to
act as counsel for the indemnified parties hereunder. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(e) If the indemnification provided for in the first two
paragraphs of this Section 9 is unavailable or insufficient to hold harmless an
indemnified party under such paragraphs in respect of any losses, claims,
damages or liabilities or actions in respect thereof referred to therein, then
each applicable indemnifying party shall in lieu of indemnifying such
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or actions in
such proportion as appropriate to reflect the relative fault of the Company, on
the one hand, and the sellers of such Registrable Securities on the other, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or actions as well as any other relevant equitable
considerations, including the failure to give any notice under the third
paragraph of this Section 9. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact relates to information supplied by the Company, on the one hand,
or the sellers of such Registrable Securities on the other, and to the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and each of the persons named at
the foot hereof agree that it would not be just and equitable if contributions
pursuant to this paragraph were deter-
-13-
mined by pro rata allocation (even if all of the sellers of such Registrable
--- ----
Securities were treated as one entity for such purpose) or by any other method
of allocation which did not take account of the equitable considerations
referred to above in this paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
action in respect thereof, referred to above in this paragraph, shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this paragraph, the sellers of such
Registrable Securities shall not be required to contribute any amount in excess
of the amount, if any, by which the total price at which the Common Stock sold
by each of them was offered to the public exceeds the amount of any damages
which they would have otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No person guilty of fraudulent
misrepresentations (within the meaning of Section 11(f) of the Securities Act),
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
(f) The indemnification of underwriters provided for in this
Section 9 shall be on such other terms and conditions as are at the time
customary and reasonably required by such underwriters. In the event that such
indemnification of underwriters is on such other terms and conditions, the
indemnification of the sellers of Restricted Securities in such underwriting
shall, at the sellers' request, be modified to conform to such terms and
conditions.
10. S-8 Rights. Contemporaneously with the registration of the
----------
Company's securities pursuant to the Exchange Act, the Company shall file with
the Commission a registration statement on Form S-8, including any successor
form (the "Form S-8") with respect to the Company's 1993 Stock Incentive Plan,
as amended (the "Plan"),and will keep the Form S-8 current until such time as
the shares issuable pursuant to the Plan (the "Plan Securities") have been
publicly distributed. The term "Form S-8" as used herein shall include any re-
offer prospectus requested by any holder of Plan Securities.
11. Changes in Common Stock. If, and as often as, there are any
-----------------------
changes in the Common Stock by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed.
12. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to you 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 Certificate of Incorporation
-14-
or By-laws of the Company, or any provision of any indenture, agreement or other
instrument to which it or any of its properties or assets is bound, or 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.
13. Rule 144 Reporting. The Company agrees with you as follows:
------------------
(a) The Company shall use its best efforts to make and keep
public information available, as those terms are understood and defined in Rule
144 under the Securities Act, at all times from and after 90 days following the
effective date of the first registration by the Company under the Securities Act
of an offering of its securities to the general public.
(b) The Company shall file with the Commission in a timely manner
all reports and other documents as the Commission may prescribe under Section
13(a) or 15(d) of the Exchange Act at any time after the Company has become
subject to such reporting requirements of the Exchange Act.
(c) The Company shall furnish to each holder of Restricted
Securities forthwith upon request (i) a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 (at any time from and
after 90 days following the effective date of the first registration statement
by the Company for an offering of its securities to the general public), and of
the Securities Act and the Exchange Act (at any time after it has become subject
to such reporting requirements), (ii) a copy of the most recent annual or
quarterly report of the Company, and (iii) such other reports and documents so
filed as a holder may reasonably request to avail itself of any rule or
regulation of the Commission allowing a holder of Restricted Securities to sell
any such securities without registration.
14. Market Stand-Off Agreement. If requested by the Company and an
--------------------------
underwriter of Common Stock (or other securities) of the Company, a holder of
Restricted Securities shall not sell or otherwise transfer or dispose of any
Common Stock (or other securities) of the Company held by such holder of
Restricted Securities (other than those included in the registration) during the
one hundred eighty (180) day period following the effective date of a
registration statement of the Company filed under the Securities Act, provided
that:
-15-
(a) such agreement shall only apply to the first such
registration statement of the Company, including securities
to be sold on its behalf to the public in an underwritten
offering; and
(b) all officers and directors of the Company and holders of at
least ten percent (10%) of the Company's voting securities
are bound by and have entered into similar agreements.
The obligations described in this Section 14 shall not apply to a registration
relating solely to employee benefit plans or to a SEC Rule 145 transaction. The
Company may impose stop-transfer instructions with respect to the shares of
Common Stock (or other securities) subject to the foregoing restriction until
the end of said one hundred eighty (180) day period.
15. Miscellaneous.
-------------
(a) All covenants and agreements contained 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. Without limiting the generality of the foregoing, the registration
rights conferred herein on the holders of Registrable Securities shall inure to
the benefit of any and all subsequent holders from time to time of the
Restricted Securities or of Founders Stock for so long as the certificates
representing the Restricted Securities or Founders Stock shall be required to
bear the legend specified in Section 2 hereof. The Company shall not, after the
date hereof, grant any registration rights which conflict with, impair or are
senior to the registration rights granted hereunder.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by first-class registered
mail, postage prepaid, addressed as follows:
if to the Company, to it at Multex Systems, Inc., ▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, with a copy to
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
P.C., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇;
if to the Founders, at their addresses as set forth in Annex
I hereto, with a copy to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.C., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇;
if to the Investors, at their addresses as set forth in Annex
I hereto; and
if to any subsequent holder of Registrable Securities to it
at such address as may have been furnished to the Company in writing by
such holder;
-16-
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Restricted Securities or
Founders Stock) or to the holders of Restricted Securities or Founders Stock (in
the case of the Company). Any notice or other communication pursuant to this
Agreement shall be deemed to have been duly given or made and to have become
effective when delivered in hand to the party to which directed or if sent by
first-class registered mail, postage prepaid and properly addressed as set forth
above, at the earlier of (i) the time when received by the addressee or (ii) the
fifth business day following the dispatch thereof.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and may not be modified or
amended except by a writing executed by (i) the Company, (ii) holders of at
least 66-2/3% of the shares of Series C Convertible Preferred Stock, Series D
Convertible Preferred Stock and Series E Convertible Preferred Stock, voting
together as a single class, (iii) holders of a majority of the shares of Series
A Convertible Preferred Stock and Series B Convertible preferred Stock, voting
together as a single class and (iv) holders of a majority of the Founders Stock
then outstanding (calculated in each of cases [ii], [iii] and [iv] on a fully
diluted basis), provided, however, that no modification or amendment with a
-------- -------
disproportionate adverse effect on any party hereto shall be effective against
such party without the consent of such party.
(e) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this letter, whereupon this letter (herein
sometimes called "this Agreement") shall be a binding agreement between the
Company and you.
Very truly yours,
MULTEX SYSTEMS, INC.
By:/s/ I. Karaev
---------------------------
AGREED TO AND ACCEPTED
as of the date first above written:
/s/ I. Karaev /s/ I. Karaev
--------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Individually ▇▇▇▇▇ ▇▇▇▇▇▇, Voting Trustee
-17-
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ADP FINANCIAL INFORMATION SERVICES, INC. ALCE PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Koczwarce By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. Koczwarce Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Office: Senior Vice President Office: General Partner
AT&T VENTURE COMPANY, ▇.▇. ▇▇▇▇▇ VENTURE CAPITAL ASSOCIATES, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Office: General Partner Office: Partner
EUCLID PARTNERS III EUCLID PARTNERS IV
By: EUCLID ASSOCIATES III, L.P. By: EUCLID ASSOCIATES IV, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Office: Office:
EXECUTION CONTINUED ON PAGE 18
------------------------------
-18-
77 CAPITAL PARTNERS, L.P. THE fl@tiron FUND, LLC
By: 77 Capital Corporation, its General partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
___________________________________________ __________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Office: President Office: Managing Member
REUTERS AMERICA INC. SOFTBANK VENTURES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ Yoshitaka Kitao
__________________________________________ __________________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: Yoshitaka Kitao
Office: Office: President
MASSACHUSETTS MUTUAL LIFE INSURANCE FGIC SERVICES, INC.
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
__________________________________________ __________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Office: Managing Director Office:
PROSPECT STREET NYC DISCOVERY MELLON VENTURES L.P.
FUND, L.P.
By: Prospect Street Discovery Fund, Inc., By: MVMA, L.P., its General Partner
its General Partner By: MVMA, Inc., its General Partner
By: /s/ ▇▇▇▇▇▇ Ryeon By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
___________________________________________ __________________________________________
Name: ▇▇▇▇▇▇ Ryeon Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Office: Vice President Office:
RADER REINFRANK HOLDINGS AMERICA Online, Inc.
By: Rader Reinfrank Investors, L.P. By: /s/ ▇▇▇▇▇▇▇ Leader
its General Partner __________________________________________
Name: ▇▇▇▇▇▇▇ Leader
By: Rader Reinfrank & Co., LLC Office:
its General Partner
FLATIRON ASSOCIATES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: Flatiron Partners LLC, its Manager
___________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Office: Managing Member -----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
THE FLATIRON FUND 1998/99 LLC. Office: Managing Member
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Office: Managing Member
-19-
ANNEX 1
-------
Euclid Partners III, L.P.
Euclid Partners IV, L.P.
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
With a copy to:
Rebouol, MacMurray, Hewitt,
▇▇▇▇▇▇▇ & Kristol
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
77 Capital Partners, L.P.
c/o Atrium Capital Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ADP Financial Information Services, Inc.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
Automatic Data Processing, Inc.
▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
AT&T Venture Company, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
c/o ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Massachusetts Mutual Life Insurance Company
Securities Investment Division
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Alce Partners, L.P.
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FGIC Services, Inc.
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Attention: General Counsel
Chase Venture Capital Associates, L.P.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇'▇▇▇▇▇▇▇▇, Graev & Karabell, LLP
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SOFTBANK Ventures Inc.
▇-▇▇-▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Reuters America, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
The fl@tiron Fund
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
The Flatiron Fund 1998/99 LLC
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Flatiron Associates LLC
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Prospect Street NYC Discovery Fund, L.P.
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Rader Reinfrank Investors, L.P.
c/o Rader Reinfrank & Co. LLC
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Mellon Ventures L.P.
5 Radnor Corporate Center
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America Online, Inc.
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