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EXHIBIT C
CORRECTIONAL SYSTEMS, INC.
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
Amended and Restated Registration Rights Agreement dated as of
August 31,1998 (this "AGREEMENT"), among CORRECTIONAL SYSTEMS, INC., a
California corporation (the "COMPANY"), and the Persons executing a counterpart
of this Agreement listed as Holders on the signature pages of this Agreement.
This Agreement amends and restates a Registration Rights Agreement dated July
31, 1998, among the Company and certain of the Holders ("Original Agreement").
PRELIMINARY STATEMENT
Certain of the Holders purchased the Series A Preferred
described below on the conditions, among others, that the Company grant the
registration rights set forth in the Original Agreement. The Company and the
Holders desire to amend and restate the Original Agreement to add certain
parties as Holders.
In consideration of the mutual representations and agreements
set forth in this Agreement, the Company and the Holders agree to amend and
restate the Original Agreement as follows:
AGREEMENT
SECTION J. DEFINITIONS.
A As used in this Agreement, the following terms shall have
the following meanings:
"AFFILIATE" means any entity controlling, controlled by or
under common control with a designated Person. For the purposes of this
definition, "control" shall have the meaning specified as of the date of this
Agreement for that word in Rule 405 promulgated by the Commission under the
Securities Act.
"BOARD" means the Board of Directors of the Company.
"COMMISSION" means the Securities and Exchange Commission, and
any successor thereto.
"COMMON" means the Company's Common Stock, $.001 par value per
share.
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"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"FOUNDER" means any of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇.
"HOLDERS" means (a) holders as of the date of this Agreement
of Registrable Common, each of whom is a party to this Agreement, and (b) any
subsequent legal or beneficial owner of Registrable Common who has become a
party to this Agreement in accordance with Section 13 of this Agreement. For
purposes of this Agreement, a Person will be deemed to be a Holder of
Registrable Common whenever such Person has the right to acquire such
Registrable Common (by exercise, conversion or otherwise but disregarding any
legal restrictions upon the exercise of such right), whether or not such
acquisition has actually been effected.
"INVESTOR" means any of Apex Investment Fund III, L.P., Apex
Strategic Partners, LLC, Infrastructure and Environmental Private Equity Fund
III, L.P., Environmental & Information Technology Private Equity Fund III, and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
"PERSON" means an individual, partnership, corporation,
business trust, limited liability company, joint stock company, trust,
unincorporated association, joint venture, or other entity of whatever nature.
"REGISTRABLE COMMON" means (a) any shares of Common then
outstanding which were issued upon conversion of Series A Preferred; and (b) any
shares of Common then issuable upon conversion of then-outstanding Series A
Preferred; and (c) any shares of Common then outstanding which were issued as,
or were issued directly or indirectly upon the conversion of other Securities
issued as, a dividend or other distribution with respect to, or in replacement
of, Series A Preferred or other Registrable Common; and (d) any shares of Common
then outstanding which are issued in the name of a Founder or a permitted
assignee of a Founder (provided such assignee has become party to this Agreement
in accordance with Section 13 below); and (e) any shares of Common then issuable
directly or indirectly upon the conversion or exercise of other Securities
issued as a dividend or other distribution with respect to, or in replacement
of, Series A Preferred or other Registrable Common; provided, however, that
outstanding shares of Common shall no longer be Registrable Common when they
shall have been (y) effectively registered under the Securities Act and sold by
the holder thereof in accordance with such registration, or (z) sold to the
public pursuant to Rule 144.
"RULE 144" means Rule 144 promulgated by the Commission under
the Securities Act, as such rule may be amended from time to time, or any
successor Rule thereto.
"SECURITIES" means any debt or equity securities of the
Company, whether now or hereafter authorized, and any instrument convertible
into, or exercisable or exchangeable for, Securities or a Security.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
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"SERIES A PREFERRED" means (a) the outstanding shares of the
Company's Series A Preferred Stock, $.001 par value; (b) any shares of Series A
Preferred issued in payment of a dividend upon any share of Series A Preferred
and (c) any other Securities issued as a dividend or other distribution with
respect to, or in replacement of, any Series A Preferred except shares of
Registrable Common.
"SHORT FORM" means Form S-2 or Form S-3 under the Securities
Act, and any other form promulgated after the date of this Agreement applicable
in circumstances substantially comparable to either of those forms, regardless
of its designation.
SECTION K. REGISTRATIONS ON LONG FORMS.
A By a written notice to the Company at any time after six (6)
months after the effective date of the first registration statement filed by the
Company covering a public offering of its Securities, the Investors owning at
least 50% of the Registrable Common issued and issuable to Investors may from
time to time request that the Company register any Registrable Common specified
in the notice, under the Securities Act and under other relevant securities
laws, for disposition in accordance with methods stated in the notice.
B When it receives a registration notice under Section 2.1,
the Company shall promptly deliver a copy of the registration notice to each
Holder who is not a party to the registration notice, each of whom may then
specify, by prompt notice to the Company, a number of shares of Registrable
Common held by or issuable to it which it wishes to include in any registration
pursuant to the registration notice under Section 2.1.
C When it receives a registration notice under Section 2.1,
the Company shall use its best efforts (a) to file a registration statement
under the Securities Act as soon as practicable, and in any event within sixty
(60) days of the receipt of such request, and (b) to effect the registration
under the Securities Act of Registrable Common specified in the registration
notice under Section 2.1 and subsequent notices under Section 2.2 that are
received within twenty (20) days after the mailing of the notices under Section
2.2, all to the extent requisite to permit disposition by such Investors in
accordance with the intended methods of disposition described in the
registration notice.
SECTION L. REGISTRATIONS ON SHORT FORMS.
A If at any time the Company is a registrant entitled to use a
Short Form to register Registrable Common, Holders of at least 50% of the
Registrable Common may, by a written notice to the Company, request that the
Company register such Holder's Registrable Common specified in the notice on a
Short Form.
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B When it receives a notice under this Section 3, the Company
shall use its best efforts to effect the expeditious registration under the
Securities Act, on the Short Form specified in the notice, of Registrable Common
specified in the notice.
SECTION M. INCIDENTAL REGISTRATION. The Company shall give at
least sixty (60) days' advance written notice to each Holder of the Company's
intention to register any of its Securities under the Securities Act. Each
Holder may then specify, by prompt notice to the Company, a number of shares of
Registrable Common held by it which it wishes to include in the Company's
proposed registration. Subject to the market cutback limitations of Section 9,
the Company will use its best efforts to effect the registration under the
Securities Act of Registrable Common specified by Holders under this Section 4.
SECTION N. LIMITATIONS ON REGISTRATION RIGHTS. Notwithstanding
any contrary provision of this Agreement:
A the Company shall not be required to effect more than two
(2) registrations pursuant to Section 2 (provided, however, that a
demand for registration shall not count as a registration permitted
pursuant to Section 2 under this clause (a) if either (i) the
registration statement filed with respect to such registration is not
declared effective by the Commission, or (ii) the Holders requesting
registration of Registrable Common under Sections 2.1 and 2.2 do not
register and sell at least 90% of the Registrable Common they have
requested be registered in such registration for reasons other than
their voluntary decision not to do so); and
B Section 4 shall not apply to a registration effected solely
to implement an employee benefit plan or to any other form or type of
registration which does not permit inclusion of Registrable Common
pursuant to Commission rule or practice.
SECTION O. REGISTRATION PROCEDURES.
A Whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any Registrable
Common under the Securities Act, the Company will, as expeditiously as possible:
A in the case of a registration required under Section 2, and
subject to Section 14 below, engage the underwriters designated by the
Investors giving notice under Section 2;
B before filing each registration statement or prospectus or
amendment or supplement thereto with the Commission, furnish counsel
for the sellers with copies of all such documents proposed to be filed,
which shall be subject to the reasonable approval of such counsel;
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C prepare and file with the Commission a registration
statement with respect to such Registrable Common and use its best
efforts to cause such registration statement to become and remain
effective for the period provided in Section 6.2;
D 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 and to comply with the provisions of the Securities
Act with respect to the sale or other disposition of all Registrable
Common covered by such registration statement in accordance with the
intended methods of disposition set forth in such registration
statement;
E prepare and promptly file with the Commission, and notify
each seller of such Registrable Common immediately after the filing of,
such amendment or supplement to such registration statement or
prospectus as may be necessary to correct any statements or omissions
if, during such periods as a prospectus relating to such Securities is
required to be delivered under the Securities Act, any event shall have
occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they
were made, not misleading, and notify each seller immediately after its
discovery of such event;
F furnish to the underwriters and each seller of such
Registrable Common such numbers of copies of such registration
statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus) and such other documents as such underwriters or seller may
reasonably request in order to facilitate the disposition of the
Registrable Common subject to such registration statement in accordance
with such registration statement;
G use its best efforts to register or qualify any Registrable
Common covered by such registration statement under the securities or
blue sky laws of such jurisdictions within the United States of America
as the seller or the underwriters reasonably request, and to take any
other acts which a seller or the underwriters may reasonably request
under such securities or blue sky laws to enable the consummation of
the disposition in such jurisdictions of such Registrable Common
(provided, however, that the Company may not be required under this
Agreement (i) to qualify generally to do business as a foreign
corporation in any jurisdiction in which it would not otherwise be
required to qualify, or (ii) to subject itself to taxation in any such
jurisdiction, or (iii) to consent to general service of process in any
such jurisdiction);
H provide a transfer agent and registrar for all Registrable
Common sold under the registration not later than the effective date of
the registration statement;
I use its best efforts to cause all Registrable Common sold
under the registration to be listed on each securities exchange or to
be qualified and eligible for trading in any
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automated quotation system, if any, on which similar Securities issued
by the Company are then listed or traded or, if no such listing or
qualification has then occurred, to cause such Securities to be so
listed or qualified on an exchange or in a trading system that is
reasonably acceptable to the Holders of Registrable Common;
J enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the
underwriters, if any, or the Holders of more than 50% of the
Registrable Common being sold reasonably request in order to expedite
or facilitate the disposition of such Registrable Common (including,
without limitation, effecting a stock split or a combination of
shares); and
K make available for inspection by the sellers of Registrable
Common, 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 or underwriter in connection with such registration
statement, all subject to such limitations as the Company reasonably
deems appropriate in order to protect the Company's confidential or
proprietary information.
B Notwithstanding any contrary provision of this Section 6,
the Company shall not be required to use its best efforts to maintain the
effectiveness of any registration statement for a period in excess of 180 days
or until the sellers have sold or otherwise disposed of their Registrable Common
registered under such registration statement, whichever is earlier.
C It shall be a condition precedent to the inclusion of the
Registrable Common of any Holder in a registration effected pursuant to this
Agreement that such Holder shall (a) furnish to the Company such information
regarding such Holder, the Registrable Common of such Holder to be registered
and the intended method of disposition of such Registrable Common, and (b)
execute such indemnities, underwriting agreements, lockups (as required by
Section 11) and other documents as the Company or the managing underwriter shall
reasonably request in order to satisfy the requirements applicable to such
registration.
SECTION P. EXPENSES. The Company shall pay all expenses
incurred in effecting all registrations of Registrable Common provided for in
this Agreement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, reasonable
fees and disbursements of counsel for the sellers selected by the Holders,
underwriting expenses other than discounts and commissions, expenses of any
audits incident to or required by any such registration and expenses of
complying with the securities or blue sky laws of any jurisdictions pursuant to
Section 6.1(g) of this Agreement.
SECTION Q. INDEMNIFICATION.
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A In the event of any registration of any of its Registrable
Common under the Securities Act pursuant to this Agreement, the Company agrees,
to the extent permitted by law, to indemnify and hold harmless each seller of
Registrable Common, and each Affiliate of such seller, against any losses,
claims, damages or liabilities, joint or several, arising out of or based upon:
(a) any alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement
under which such Securities were registered under the Securities Act,
any preliminary prospectus or final prospectus contained therein, or
any summary prospectus contained therein, or any Securities being
registered, or any amendment or supplement thereto, or
(b) any alleged omission to state in any such document a
material fact required to be stated therein or necessary to make the
statements therein not misleading,
except insofar as any such loss, claim, damage or liability is:
(x) caused by or contained in any information furnished in
writing to the Company by such seller expressly for use in connection
with such registration, or
(y) caused by such seller's failure to deliver a copy of the
registration statement or prospectus or any amendment or supplement
thereto as required by the Securities Act or the rules or regulations
thereunder, or
(z) caused by the use of a prospectus or preliminary
prospectus or any amendment or supplement thereto after receipt of
notice from the Company that it should no longer be used.
In connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters to the same extent as
provided above with respect to the sellers of Registrable Common. The Company
shall reimburse each Person indemnified pursuant to this Section 8.1 in
connection with investigating or defending any loss, claim, damage, liability or
action indemnified against. The reimbursements required by this Section 8.1
shall be made by periodic payments during the course of the investigation or
defense, as and when bills are received or expenses incurred. The indemnities
provided pursuant to this Section 8.1 shall remain in force and effect
regardless of any investigation made by or on behalf of the indemnified party
and shall survive transfer of Registrable Common by a seller.
B In the event of any registration of any Registrable Common
under the Securities Act pursuant to this Agreement, each Holder agrees to
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any registration statement or
prospectus in connection with the registration or any amendment or supplement
thereto.
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C To the extent permitted by law, and subject to the
limitation set forth in the last sentence of this Section 8.3, each Holder which
is a seller of Registrable Common in a registration pursuant to this Agreement
agrees severally and not jointly to indemnify and hold harmless the Company, its
directors and officers, each other seller of Securities in such registration,
each Affiliate of each such other seller, and each Affiliate of the Company,
against:
A any losses, claims, damages or liabilities, joint or
several, arising out of or based upon:
A any alleged untrue statement of any material fact contained,
on the effective date thereof, in any registration statement
under which such Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus
contained therein, or any summary prospectus contained
therein, or any Securities being registered, or any amendment
or supplement thereto, or
B any alleged omission to state in any such document a material
fact required to be stated therein or necessary to make the
statements therein not misleading,
but only insofar as any such loss, claim, damage or liability is caused
by or contained in any information furnished in writing to the Company
by the indemnifying seller expressly for use in connection with such
registration, and excluding any such loss, claim, damage or liability
which is caused by or contained in such statements, or caused by such
omissions, based upon the authority of an expert as defined in the
Securities Act (but only if the indemnifying seller had no grounds to
believe, and did not believe, that the statements made on the authority
of an expert were untrue or that there was an omission to state a
material fact); and
B any losses, claims, damages or liabilities, joint or
several, arising out of or based upon any failure by such seller to
deliver a copy of the registration statement or prospectus or any
amendment or supplement thereto as required by the Securities Act or
the rules or regulations thereunder.
In connection with an underwritten offering, each seller will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters to the same extent as
provided above with respect to the Company and other sellers. Each seller shall
reimburse each Person indemnified pursuant to this Section 8.3 in connection
with investigating or defending any loss, claim, damage, liability or action
indemnified against. The reimbursements required by this Section 8.3 shall be
made by periodic payments during the course of the investigation or defense, as
and when bills are received or expenses incurred. The indemnities provided
pursuant to this Section 8.3 shall remain in force and effect regardless of any
investigation made by or on behalf of the indemnified party and shall survive
transfer of Registrable Common by an indemnifying seller, and transfer of other
Securities by any other indemnified seller. Notwithstanding any contrary
provision of this Agreement, however, the liability under this Section 8 of each
Holder which is a seller of Registrable Common shall be limited in the
aggregate,
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with respect to the claims of all indemnified Persons taken as a
whole, not to exceed the amount of proceeds to the indemnifying seller from the
sale of the Registrable Common sold by the indemnifying seller.
D Indemnification similar to that specified in Sections 8.1
and 8.3 (with such modifications as shall be appropriate) shall be given by the
Company and each Holder of any Registrable Common covered by any registration or
other qualification of Securities under any federal or state securities law or
regulation other than the Securities Act with respect to any such registration
or other qualification effected pursuant to this Agreement.
E In the event the Company or any Holder receives a complaint,
claim or other notice of any loss, claim or damage, liability or action, giving
rise to claim for indemnification under this Section 8, the Person claiming
indemnification shall promptly notify the Person against whom indemnification is
sought of such complaint, notice, claim or action, and such indemnifying Person
shall have the right to investigate and defend any such loss, claim, damage,
liability or action. The Person claiming indemnification shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof but the fees and expenses of such counsel shall not be at the expense of
the Person against whom indemnification is sought (unless the Person claiming
indemnification reasonably believes that the ability of the counsel defending
such action to defend such Person's interests therein is affected adversely and
materially by a conflict of interest) and the indemnifying Person shall not be
obligated to indemnify any Person for any settlement of any claim or action
effected without the indemnifying Person's consent, which consent will not be
unreasonably withheld.
SECTION R. MARKETING RESTRICTIONS.
A If:
(a) a registration is to be made pursuant to a registration
notice under Section 2, and
(b) the offering proposed to be made by the Investor or
Investors for whom such registration is to be made is to be an
underwritten public offering, and
(c) in the opinion of the managing underwriters of such public
offering, the total amount of Securities to be included in such
offering would exceed the maximum number of shares of Common which can
be marketed without otherwise materially and adversely affecting such
offering,
then the rights of the Holders to participate in such offering shall be in the
following order of priority:
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First: the Investors shall be entitled to participate in such
offering pro rata among themselves in accordance with the number of
shares of Registrable Common which each such Investor shall have
requested to be registered; and then
Second: if such maximum number of shares of Common exceeds the
aggregate number of shares of Registrable Common that all such
Investors shall have requested be registered, all Holders of other
Securities having the right to include such Securities in such
registration shall be entitled to participate PRO RATA in accordance
with the number of shares proposed to be registered by them or
otherwise allocated as they may agree;
and no Securities (issued or unissued) other than those registered and included
in the underwritten offering shall be offered for sale or other disposition by
any Holder in a transaction which would require registration under the
Securities Act until the expiration of 180 days after the effective date of the
registration statement filed in connection with such registration or such
earlier time consented to by the managing underwriter.
B If:
(a) a registration is to be made pursuant to a registration
notice under Section 3 or a Holder requests registration under Section
4 of this Agreement, and
(b) the offering proposed to be made is to be an underwritten
public offering, and
(c) in the opinion of the managing underwriters of such public
offering, the total amount of Securities to be included in such
offering would exceed the maximum number of shares of Common which can
be marketed without otherwise materially and adversely affecting such
offering,
then the rights of the Holders, of the holders of other Securities having the
right to include Common in such registration and of the Company to participate
in such offering shall be in the following order of priority:
First: the Company shall be entitled to include such shares of
Common as it wishes to include in the offering; provided that the
Company shall not be entitled to include Securities in an offering
effected pursuant to Section 3 hereof unless and until all Registrable
Common that the Holders desire to include in such offering has been so
included pursuant to this Agreement; and then
Second: the Holders shall be entitled to participate in such
offering pro rata among themselves in accordance with the number of
shares of Registrable Common which each such Holder shall have
requested to be registered; and then
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Third: if such maximum number of shares of Common exceeds the
aggregate number of shares of Registrable Common that all such Holders
shall have requested be registered, all holders of other Securities
having the right to include such Securities in such registration shall
be entitled to participate PRO RATA in accordance with the number of
shares proposed to be registered by them or otherwise allocated as they
may agree;
and no Securities (issued or unissued) other than those registered and included
in the underwritten offering shall be offered for sale or other disposition by
any Holder in a transaction which would require registration under the
Securities Act until the expiration of 180 days after the effective date of the
registration statement filed in connection with such registration or such
earlier time consented to by the managing underwriter.
C In connection with any offering involving an underwriting of
Registrable Common pursuant to Section 4 of this Agreement, the Company shall
not be required to include any of the Registrable Common of a Holder in such
offering unless such ▇▇▇▇▇▇ agrees to the terms of the underwriting agreed to
between the Company and the underwriter or underwriters selected by the Company.
SECTION S. SALE OF SERIES A PREFERRED TO UNDERWRITER.
Notwithstanding anything in this Agreement to the contrary, in lieu of
converting any Series A Preferred to Common prior to or simultaneously with the
filing or the effectiveness of any registration statement filed pursuant to this
Agreement, the Holder of such Series A Preferred may sell such Series A
Preferred to the underwriter of the offering being registered upon the
undertaking of such underwriter to convert such Series A Preferred into Common
before making any distribution pursuant to such registration statement and
agreeing to include such Common among the Securities being offered pursuant to
such registration statement. The Company agrees to cause such Common to be
issued within such time as will permit the underwriter to make and complete the
distribution contemplated by the underwriting and to register the Common in any
registration statement so that the Holder may make the sale described in the
first sentence of this Section 10.
SECTION T. LOCKUP AGREEMENT. Each Holder agrees in connection
with any registration of any of the Securities that, upon the request of the
Company or the underwriters managing any underwritten offering of the
Securities, he or it will not sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Securities (other than
the Securities included in the registration) without the prior written consent
of the Company or such underwriters, as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such registration as the
Company or the underwriters may specify.
SECTION U. COMPLIANCE WITH RULE 144. In the event that the
Company (a) registers a class of Securities under Section 12 of the Exchange
Act, (b) issues an offering circular meeting the requirements of Regulation A
under the Securities Act or (c) commences to file reports under Section 13 or
15(d) of the Exchange Act, then at the request of any Holder who proposes to
sell Securities in compliance with Rule 144, the Company shall, to the extent
necessary to enable such Holder to comply with such Rule, (y) forthwith furnish
to such Holder a written statement of
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compliance with the filing requirements of the Commission as set forth in Rule
144 and (z) make available to the public and such Holders such information as
will enable the Holders to make sales pursuant to Rule 144.
SECTION V. ASSIGNABILITY OF REGISTRATION RIGHTS. The rights
set forth in this Agreement shall accrue to each subsequent Holder of
Registrable Common who shall have executed a written consent agreeing to be
bound by the terms and conditions of this Agreement as a party to this
Agreement.
SECTION W. DESIGNATION OF UNDERWRITER. In the case of any
registration effected pursuant to Section 2 or 3, the managing underwriters and
any other investment banking advisers to the Company shall be selected by the
Holders, and shall be reasonably acceptable to the Company.
SECTION X. MISCELLANEOUS.
A AMENDMENT. This Agreement may be amended to add Holders to
this Agreement, to grant rights to Holders under this Agreement or consent to
rights of other holders of Securities of the Company, superior to, on parity
with, or junior to the rights of the Holders of Registrable Common, or to effect
any other amendment to or waiver under this Agreement, by a written agreement
signed by all of the following:
(a) the Company, and
(b) the Investors holding 50% of the Registrable
Common held by all Investors, and
(c) the Holders of at least 50% of the Registrable
Common.
B SEVERABILITY. In the event that any court or any
governmental authority or agency declares all or any part of any Section of this
Agreement to be unlawful or invalid, such unlawfulness or invalidity shall not
serve to invalidate any other Section of this Agreement, and in the event that
only a portion of any Section is so declared to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate the balance of such
Section.
C SUCCESSORS AND ASSIGNS. All representations, warranties,
covenants and agreements of the parties contained in this Agreement or made in
writing in connection herewith, shall, except as otherwise provided herein, be
binding upon and inure to the benefit of their respective successors and
assigns. In addition, and whether or not any express assignment has been made,
the provisions of this Agreement which are for the benefit of the Holders or
other Holders of Securities are also for the benefit of, and enforceable by, any
subsequent Holders of Securities, except any subsequent Holder who acquires any
such security after such Security has been sold to the public pursuant to an
effective registration statement under the Securities Act or in a sale under
Rule 144.
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D NOTICES. All communications in connection with this
Agreement shall be in writing and shall be deemed properly given if hand
delivered or sent by telecopier (provided that such communication is confirmed
by same-day deposit in the United States mail) or overnight courier with
adequate evidence of delivery or sent by registered or certified mail, return
receipt requested, and, if to a Holder, addressed to such ▇▇▇▇▇▇'s address as
shown on the books of the Company or its transfer agent, and if to the Company,
at its offices at:
Correctional Systems, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
and
Correctional Systems, Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇, Esq.
or such other addresses or Persons as the recipient shall have designated to the
sender by a written notice given in accordance with this Section. Any notice
called for hereunder shall be deemed given when received.
E GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
agreements between California residents entered into and to be performed
entirely within California.
F COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same Agreement. A written consent executed
pursuant to Section 13 of this Agreement shall be deemed to be part of, and
constitute a counterpart of, this Agreement.
G HEADINGS. The headings used herein are solely for the
convenience of the parties and shall not control or affect the meaning or
construction of any provisions hereof.
Page 27 of 47 Pages
H ENTIRE AGREEMENT. This Agreement and the other documents and
agreements executed by the parties hereto on this date or referred to herein
together constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter referred to herein and therein, and there are
no restrictions, promises, representations, warranties, covenants, or
undertakings with respect to the subject matter hereof, other than those
expressly set forth or referred to herein or therein. This Agreement supersedes
all prior agreements and understandings between the parties hereto with respect
to the subject matter hereof.
I ARBITRATION. Any dispute arising in connection with this
Agreement shall be submitted to binding arbitration in accordance with Section
10.15 of the Series A Stock Purchase Agreement of even date herewith among the
Company, the Holders and certain other parties.
J CONSTRUCTION AND REPRESENTATION. The parties understand and
acknowledge that they have each been represented by (or have had the opportunity
to be represented by) counsel in connection with the preparation, execution and
delivery of this Agreement. This Agreement shall not be construed against any
party for having drafted it.
Page 28 of 47 Pages
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed on the day first above written.
THE COMPANY: CORRECTIONAL SYSTEMS, INC., a California
corporation
By __________________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman
By: _________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
HOLDERS:
INVESTORS: APEX INVESTMENT FUND III, L.P.
By: APEX MANAGEMENT III, LLC
By:
---------------------------------------
By:
---------------------------------------
APEX STRATEGIC PARTNERS, LLC
By: APEX MANAGEMENT III, LLC
---------------------------------------
By:
---------------------------------------
By:
---------------------------------------
INFRASTRUCTURE AND ENVIRONMENTAL
PRIVATE EQUITY FUND III, L.P., a Delaware limited
partnership
By: Infrastructure and Environmental Private
Equity Management III, L.L.C., Its
General Partner
By: First Analysis IEPEF Management Company
III, L.L.C., its Member
By: First Analysis Corporation, its Member
By: ---------------------------------------
By:
---------------------------------------
Page 29 of 47 Pages
HOLDERS (Cont'd)
INVESTORS (CONT'D) ENVIRONMENTAL & INFORMATION
TECHNOLOGY PRIVATE EQUITY FUND III,
Gesellschaft burgarlichen Rechts (mit
Haftungsbeschankung), a civil partnership
with limitation of liability established
under the laws of the Federal Republic of
Germany
By: Infrastructure and Environmental Private
Equity Management III, L.L.C., its
Investment Manager
By: First Analysis IEPEF Management Company
III, L.L.C., its Member
By: First Analysis Corporation, its Member
By:
----------------------------------------
By:
----------------------------------------
THE PRODUCTIVITY FUND III, L.P., a Delaware
limited partnership
By: First Analysis Management Company III,
L.L.C., its General Partner
By: First Analysis Corporation, a Member
By:
----------------------------------------
By:
----------------------------------------
---------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Page 30 of 47 Pages
Holders (Cont'd)
FOUNDERS: ---------------------------------------------
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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