EXHIBIT 4.3
CONQUEST, INC.,
A NIC ENTITY,
INVESTORS' RIGHTS AGREEMENT
THIS INVESTORS' RIGHTS AGREEMENT (this "AGREEMENT") is entered into as
of January 12, 2000, by and among Conquest, Inc., a NIC entity, a Colorado
corporation (the "COMPANY"), National Information Consortium, Inc., a Colorado
corporation ("NIC"), and each of the other holders of certain interests in the
Company as attached hereto on EXHIBIT A (the "NON-NIC SHAREHOLDERS").
RECITALS
WHEREAS, NIC and the several members (the "CONQUEST MEMBERS") of
Conquest Softworks, L.L.C., a Colorado limited liability company ("CONQUEST"),
have entered into a Contribution Agreement, dated as of January 12, 2000 (the
"CONTRIBUTION AGREEMENT"), pursuant to which the Company has issued to NIC and
to each of the Conquest Members such number of shares of common stock of the
Company, par value $0.001 per share (the "SHARES"), that equals fifty percent of
the total number of Shares outstanding immediately following the Closing (as
defined below) of the transactions described in the Contribution Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company, NIC, Conquest and the Holders hereby agree as follows:
AGREEMENT
1. GENERAL
1.1 CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"AGREEMENT" shall mean this Conquest, Inc. Investors' Rights
Agreement, dated January 12, 2000, by and among the Company, NIC and the Non-NIC
Shareholders.
"ARTICLES OF INCORPORATION" shall mean the Company's articles of
incorporation, as filed with the Secretary of State of the State of Colorado.
"BUSINESS PLAN" shall mean a plan for the conduct of the Company's
Business for any calendar year or as otherwise agreed by the Company's board of
directors, including operations plans, spending budgets, development work-plans
and related goals.
"CLOSING" shall have the meaning given such term in the Contribution
Agreement.
"COMMISSION" shall mean the United States Securities and Exchange
Commission.
1
"COMPANY" shall mean Conquest, Inc., a Colorado corporation.
"COMPANY'S BUSINESS" shall be the business of developing,
commercializing and providing: software, related documentation, training and
certain hardware for state UCC filings, corporations divisions filings and other
governmental systems; public access software for filing and searching of these
state systems; and various software systems for use by other governmental units.
"CONFIDENTIAL INFORMATION" shall have the meaning specified in
SECTION 4.2.
"CONTRIBUTION AGREEMENT" shall have the meaning specified in the
preamble to this Agreement.
"CONQUEST CHANGE IN CONTROL TRANSACTION" shall have the meaning
specified in SECTION 2.4(a).
"EBITDA" shall mean earnings before income taxes, depreciation and
amortization.
"EQUITY INCENTIVE PLAN" means any plan or program, duly adopted by the
Company's board of directors, for the issuance of Shares or other equity
securities to employees, directors or consultants of the Company.
"GAAP" shall mean United States generally accepted accounting
principals, as consistently applied.
"SHAREHOLDER" shall mean all beneficial holders of the Shares.
"IPO" shall mean the initial underwritten firm commitment public
offering of the Shares pursuant to registration statement filed under Securities
Act and declared effective by the Commission.
"NIC REPRESENTATIVE" shall mean either of ▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ Childress
acting as a member of the Company's board of directors or, in their absence, any
individual nominated by NIC and duly elected to serve on the Company's board of
directors.
"NON-NIC REPRESENTATIVE" shall mean either of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇▇▇ acting as a member of the Company's board of directors
or, in their absence, any individual nominated by the Conquest Members and duly
elected to serve on the Company's board of directors.
"NON-NIC SHAREHOLDER PUT" shall have the meaning specified in
SECTION 2.2(a).
"NON-NIC SHAREHOLDERS" shall mean any holder of the Company's Shares
other than NIC.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SHARES" shall mean the Company's common stock, par value $0.001 per
share.
2. CALL AND PUT OPTIONS
2.1 NIC CALL OPTION.
(a) RIGHT TO PURCHASE. At any time during the period
commencing on January 12, 2001 and ending upon the occurrence of a Conquest
Change in Control Transaction, NIC shall have the right, exercisable pursuant to
the procedures provided in SECTION 2.1(d) hereof, to purchase from the Non-NIC
Shareholders all, but not less than all, of the then-outstanding Shares held by
the Non-NIC Shareholders at a price equal to the Call Exercise Price and paid by
wire transfer of immediately available funds to each of the Non-NIC Shareholders
pro rata.
(b) CALL EXERCISE PRICE. In addition to any additional amounts
that may be required to be paid following the Call Exercise Date upon the terms
provided in SECTION 2.1(c) the Call Exercise Price per share will be a dollar
amount equal to the greater of:
(i) the quotient obtained by dividing (A) the product
of twelve times theCompany's EBITDA for the immediately preceding twelve months,
as such EBITDA shall have been determined through the procedures provided in
SECTION 2.3, by (B) the total number of Shares issued and outstanding on the
Call Exercise Date; or
(ii) the quotient obtained by dividing 30,000,000 by
the total number of Shares issued and outstanding on the Call Exercise Date;
(iii) PROVIDED, HOWEVER, that, after January 12, 2002,
the Call Exercise Price must be a dollar amount equal to the amount provided for
by SECTION 2.1(b)(i).
(c) SUBSEQUENT PAYMENT UPON CERTAIN CHANGES IN CONTROL. If a
Conquest Change in Control Transaction is consummated during the period
commencing on the Call Exercise Date and ending on the date which is 48 months
following the Call Exercise Date, then NIC agrees to pay, within 30 days after
the consummation of such Conquest Change in Control Transaction, by wire
transfer of immediately available funds, the cash amount to each of the Non-NIC
Shareholders pro rata provided below:
(i) If a Conquest Change in Control Transaction is
consummated during the period commencing on the Call Exercise Date and ending on
the day which is twelve months after the Call Exercise Date, then NIC shall pay
an aggregate dollar amount, if any, equal to the difference between the Call
Exercise Price and (A) 35% of the acquisition price paid in the Conquest Change
in Control Transaction or (B) if such Conquest Change in Control Transaction is
an IPO, the aggregate offering price of the Shares formerly held by the Conquest
Members and acquired by NIC pursuant to the call option provided in
SECTION 2.1(a).
(ii) If a Conquest Change in Control Transaction is
consummated during the period commencing on the date which is one day after the
twelve month period immediately following the Call Exercise Date and ending on
the day which is 24 months after the Call Exercise Date, then NIC shall pay an
aggregate dollar amount, if any, equal to 75% of the amount determined under the
formula provided in SECTION 2.1(c)(i).
(iii) If a Conquest Change in Control Transaction is
consummated during the period commencing on the date which is one day after the
24 month period immediately following the Call Exercise Date and ending on the
day which is 36 months after the Call Exercise Date, then NIC shall pay an
aggregate dollar amount, if any, equal to 50% of the amount determined under the
formula provided in SECTION 2.1(c)(i).
(iv) If a Conquest Change in Control Transaction is
consummated during the period commencing on the date which is one day after the
36 month period immediately following the Call Exercise Date and ending on the
day which is 48 months after the Call Exercise Date, the NIC shall pay an
aggregate dollar amount, if any, equal to 25% of the amount determined under the
formula provided in SECTION 2.1(c)(i).
(d) CALL EXERCISE PROCEDURE. If NIC wishes to exercise the
right to purchase provided for by SECTION 2.1(a), NIC shall promptly deliver
written notice of its election to exercise to each of the Non-NIC Shareholders
and initiate a procedure, if any, to determine the Call Exercise Price. The date
upon which its written notice of exercise was delivered shall be the "Call
Exercise Date." The closing with respect to any exercise of the NIC call option
provided for by SECTION 2.1(a) shall take place at the principal offices of the
Company on the tenth business day following the final determination of the Call
Exercise Price; provided, however, that all orders, consents and approvals of
governmental authorities legally required for the closing of such sale shall
have been obtained and be in effect. At such closing, in exchange for full
payment of the Call Exercise Price, as provided in SECTION 2.1(b), the Non-NIC
Shareholders shall deliver to NIC all of the Shares, free and clear of all liens
and encumbrances of any nature, issued and outstanding and held by the Non-NIC
Shareholders. NIC shall exercise commercially reasonable efforts to promptly
obtain all orders, consents and approvals of governmental authorities legally
required in light of the transactions to take place at such closing.
2.2 NON-NIC SHAREHOLDER PUT OPTION.
(a) RIGHT TO PUT. Each of the Non-NIC Shareholders
individually shall have the right (a "Non-NIC Shareholder Put"), exercisable
after the times described in SECTION 2.2(a)(i) through SECTION 2.2(a)(ii) below
and pursuant to the procedures provided in SECTION 2.2(c) hereof, to put to NIC
all, but not less than all, of the Shares held by such Non-NIC Shareholder at a
price equal to the Put Exercise Price paid by wire transfer of immediately
available funds.
(i) At any time after January 12, 2001; or
(ii) upon the occurrence of a NIC Change in Control
Transaction.
(b) PUT EXERCISE PRICE. The Put Exercise Price will be a
dollar amount determined as follows:
(i) If a Non-NIC Shareholder Put is exercised after
January 12, 2001 but not upon the occurrence of a NIC Change in Control
transaction, the Put Exercise Price per share will be a dollar amount equal to
the quotient obtained by dividing (A) the product of seven times the Company's
EBITDA for the immediately preceding twelve months, as such EBITDA shall have
been determined through the procedures provided in SECTION 2.3, by (B) the total
number of Shares issued and outstanding on the Put Exercise Date; or
(ii) If a Non-NIC Shareholder Put is exercised after
January 12, 2002 and upon the occurrence of a NIC Change in Control Transaction,
the Put Exercise Price per share will be a dollar amount equal to the quotient
obtained by dividing (A) the product of twelve times the Company's EBITDA for
the immediately preceding twelve months, as such EBITDA shall have been
determined through the procedures provided in SECTION 2.3, by (B) the total
number of Shares issued and outstanding on the Put Exercise Date; or
(iii) If a Non-NIC Shareholder Put is before January
12, 2002 and upon the occurrence of a NIC Change in Control Transaction, the Put
Exercise Price will be a dollar amount equal to the greater of the amount
determined under the formula provided in SECTION 2.2(b)(ii) or the quotient
obtained by dividing the sum of $30,000,000 by the total number of Shares issued
and outstanding on the Put Exercise Date.
(c) PUT EXERCISE PROCEDURE. If a Non-NIC Shareholder wishes to
exercise its right to put provided for by SECTION 2.2(a), that Non-NIC
Shareholder shall promptly deliver written notice of its election to exercise to
NIC and initiate a procedure, if any, required to determine the Put Exercise
Price. The date upon which its written notice of exercise was delivered shall be
the "Put Exercise Date." The closing with respect to any exercise of a Non-NIC
Shareholder Put shall take place at the principal offices of the Company on the
tenth business day following the final determination of the Put Exercise Price;
provided, however, that all orders, consents and approvals of governmental
authorities legally required for the closing of such sale shall have been
obtained and be in effect. At such closing, in exchange for full payment of the
Put Exercise Price, as provided in SECTION 2.2(b), that Non-NIC Shareholder
shall deliver to NIC all of the Shares held by it free and clear of all liens
and encumbrances of any nature. NIC shall exercise commercially reasonable
efforts to promptly obtain all orders, consents and approvals of governmental
authorities legally required in light of the transactions to take place at such
closing.
2.3 PROCEDURES REQUIRED TO DETERMINE CERTAIN EXERCISE PRICES.
In the event that NIC and any Non-NIC Shareholder fail to agree on the
Company's EBITDA within 60 days of any Call Exercise Date or Put Exercise Date
then if the difference between the two proposed EBITDA calculations is less than
or equal to ten percent of the higher proposed EBITDA calculation, the Company's
EBITDA shall be the average of the two
proposed EBITDA calculations. In all other cases, NIC and such Non-NIC
Shareholder shall each, within fifteen (15) days of the expiration of such
60-day period, submit in writing to a nationally recognized accounting firm
not having any substantial relation with either party and reasonably
acceptable to each party (an "Independent Firm"), a proposed EBITDA together
with documentation supporting such EBITDA. The Independent Firm shall
determine, within fifteen (15) days of receipt of the proposed EBITDA
calculations and supporting documentation, an EBITDA value for the Company,
and the proposed EBITDA calculations closest to such EBITDA value determined
by the Independent Firm shall be the Company's EBITDA and shall be final and
binding on the parties for purposes of the payment of such Call Exercise
Price or such Put Exercise Price. In the event that the parties fail to agree
on an Independent Firm within fifteen (15) days of the expiration of such
60-day period, each of the parties shall select a nationally recognized
accounting firm, and the two accounting firms proposed by the parties shall
select a third nationally recognized accounting firm to serve as the
Independent Firm, and the parties shall be required to submit their proposed
EBITDA calculations to such Independent Firm within fifteen (15) days
thereafter. Failure by either party to submit a proposed EBITDA calculations
to the Independent Firm (or failure to propose an accounting firm as the
Independent Firm) shall, following receipt of written notice by the failing
party and a 15-day cure period thereafter, be deemed to result in the
selection of the proposed EBITDA calculations or the proposed Independent
Firm, as the case may be, of the non-defaulting party.
2.4 CERTAIN CHANGE IN CONTROL TRANSACTIONS.
(a) CONQUEST CHANGE IN CONTROL TRANSACTION.
(i) For purposes of this Agreement, a "Conquest Change
in Control Transaction" shall be deemed to have commenced upon the occurrence of
any one of the following events:
(A) the filing of a registration statement
with the Commission for the purposes of
registering Shares under the Securities
Act of 1933, as amended;
(B) approval, by the Company's board of
directors, of planning to make a public
stock offering, to merge or to be
acquired; or
(C) the receipt of any bona fide proposal or
inquiry regarding the merger or
acquisition of the Company or
substantially all of its assets.
(ii) For purposes of the Agreement, a "Conquest Change
in Control Transaction" shall be deemed to have been consummated upon the
closing of any of the proposed transactions identified under SECTION 2.4(a)(i).
(iii) If, following the commencement of a Conquest
Change in Control Transaction, the Company's board of directors expressly
abandons or rejects such Conquest
Change in Control Transaction, the rights and obligations of NIC and the
Non-NIC Shareholders hereunder shall, upon such abandonment or rejection,
then be the same as if such Conquest Change in Control Transaction had not
commenced.
(b) NIC CHANGE IN CONTROL TRANSACTION. For purposes of this
Agreement, a "NIC Change in Control Transaction" shall be deemed to have been
consummated upon the closing of any transaction or series of related
transactions resulting in a change in beneficial ownership of 40% or more of the
issued and outstanding voting securities of NIC, excluding any public offering
of equity securities of NIC.
2.5 TERMINATION OF RIGHTS.
The rights set forth in SECTION 2.1 and 2.2 of this Agreement shall
terminate upon the occurrence of an IPO.
3. CORPORATE GOVERNANCE
3.1 COMPOSITION OF THE BOARD OF DIRECTORS.
(a) INITIAL DIRECTORS. Each of NIC and the Non-NIC
Shareholders agrees to take all actions reasonably necessary (including the
voting of all Shares owned by them) to ensure that the Company's board of
directors shall be comprised of seven directors and that the initial seven
directors shall be: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇ Childress, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇. The initial directors shall each
have an initial term of three years. The Company shall reimburse members of the
Board for their reasonable expenses associated with carrying out their duties as
members of the Board.
(b) EXECUTIVE COMPENSATION MATTERS.
(i) The Company shall establish a compensation
committee of its board of directors. Such compensation committee shall be
comprised of three members of the Company's board of directors and shall have
the powers and duties set forth in the resolutions of the board of directors
authorizing the establishment of such committee. The compensation committee
shall initially consist of the following three members of the Company's board of
directors: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Childress and ▇▇▇▇▇▇ ▇▇▇. NIC shall have
final authority to approve the committee's recommendations relating to
compensation.
(ii) Promptly following the Closing, the Company's
compensation committee shall recommend and the Company's board of directors
shall adopt an Equity Incentive Plan which shall provide for the award of
incentive compensation to the Company's key employees, subject to the terms of
such employees' employment contracts as applicable. For each of the first three
calendar years of the Company's operations, such Equity Incentive Plan with
provide for a bonus pool equal to the lesser of $5,000,000 or one seventh
(1/7th) of the Company's EBITDA for the calendar year during which awards are
being made. Up to 50% of such bonuses may be paid in the common stock of NIC,
with the balance to be paid in cash.
Such bonuses shall be paid within 45 days after the end of each calendar
year. Following the first three calendar years of the Company's operations,
the Company's board of directors, or an appropriately authorized committee
thereof, shall determine any formula upon which bonuses are awarded.
(c) The Company's board of directors shall initially appoint
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to act as the Chair of the Board of Directors, the Chief
Executive Officer and the President of the Company. ▇▇. ▇▇▇▇▇▇▇▇ shall have an
employment agreement with a minimum term of three years. ▇▇. ▇▇▇▇▇▇▇▇ shall be
responsible for selecting other persons to serve as officers of the Company. All
other employees and consultants for the Company shall be selected by
▇▇. ▇▇▇▇▇▇▇▇, must be approved by the Board of Directors and shall each enter
into a written consulting or employment agreement, which shall include an
appropriate covenant not to compete with the Company. The Company shall have
no obligation or responsibility to hire any current employee of Conquest or NIC.
3.2 REQUIRED REPRESENTATIVE CONSENTS.
(a) CONSENT OF NIC REPRESENTATIVE. For as long as any Shares
are outstanding, the Company shall not, unless it has obtained the vote or
written consent of (i) at least a majority of the Shareholders or (ii) at least
one NIC Representative:
(i) remove any NIC Representative;
(ii) authorize, issue any additional Shares or any new
equity security senior to the Shares, except with respect to issuances of
additional Shares under any Equity Incentive Plan for employees and/or
consultants;
(iii) amend the Articles of Incorporation, Bylaws or
this Agreement, or waive any of the provisions thereof or hereof, in a manner
that would alter or change the rights, preferences or privileges of the Shares
held by NIC disproportionate to the Non-NIC Shareholders;
(iv) take any action that results in the redemption of
any Shares (other than pursuant to the Company's exercise of its rights under
any Equity Incentive Plan to repurchase Shares or options granted to employees
or consultants);
(v) increase the authorized number of the members of
the Company's board of directors;
(vi) pay dividends other than pro rata in accordance
with the number of Shares owned by each Shareholder;
(vii) effect a Conquest Change of Control Transaction;
(viii) sell, spin-off or otherwise distribute any
business or subsidiary of the Company on a basis other than pro rata to all of
the Shareholders;
(ix) cause the Company to engage in any business not
related to the Company's Business; or
(x) increase the pool of shares reserved for issuance
under any Equity Incentive Plan.
(b) CONSENT OF NON-NIC REPRESENTATIVE. For as long as any
Shares are outstanding, the Company shall not, unless it has obtained the vote
or written consent of at least one Non-NIC Representative:
(i) approve any agreements or arrangements between or
involving the Company and NIC, or the Company and a NIC affiliate;
(ii) remove any Non-NIC Representative;
(iii) authorize, issue any additional Shares or any new
equity security senior to the Shares, except with respect to issuances of
additional Shares under any Equity Incentive Plan for employees and/or
consultants;
(iv) amend its Articles of Incorporation, Bylaws or
this Agreement, or waive any of the provisions thereof, in a manner that would
alter or change the rights, preferences or privileges of the Shares held by the
Non-NIC Shareholders disproportionate to NIC;
(v) take any action that results in the redemption of
any Shares (other than pursuant to the Company's exercise of its rights under
any Equity Incentive Plan to repurchase Shares or options granted to employees
or consultants);
(vi) increase the authorized number of the members of
the Company's board of directors;
(vii) pay dividends other than pro rata in accordance
with the number of Shares owned by each Shareholder;
(viii) effect a Conquest Change of Control Transaction;
(ix) sell, spin-off or otherwise distribute any
business or subsidiary of the Company on a basis other than pro rata to all of
the Shareholders;
(x) cause the Company to engage in any business not
related to the Company's Business; or
(xi) increase the pool of shares reserved for issuance
under any Equity Incentive Plan.
3.3 TERMINATION OF RIGHTS.
SECTIONS 3.1 and 3.2 shall terminate upon an IPO.
4. COVENANTS
4.1 REPORTING AND DELIVERY OF FINANCIAL STATEMENTS.
(a) The Company will maintain true books and records of
account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered in
accordance with GAAP and will set aside on its books all such proper accruals
and reserves as shall be required under GAAP.
(b) The Company shall deliver to each Holder as soon as
practicable, but in any event within 90 days after the end of each fiscal year
of the Company, a balance sheet of the Company, a statement of shareholder's
equity, a statement of income and a statement of cash flows, each as of the end
of such year, such year-end financial reports to be in reasonable detail,
prepared in accordance with GAAP.
(c) The Company shall deliver to each Shareholder such other
information related to the Company as required by law.
(d) The Company will furnish to NIC, at least 30 days prior to
the beginning of each fiscal year, a proposed annual Business Plan for such
fiscal year. The implementation of the proposed annual Business Plan shall be
contingent upon its approval by NIC under this SECTION 4.1(d), which such
approval shall not be unreasonably withheld.
(e) The rights granted pursuant to this SECTION 5.1 shall
terminate upon the IPO.
4.2 CONFIDENTIALITY OF RECORDS.
Each Shareholder agrees to use, and to use its best commercially
reasonable efforts to ensure that its authorized representatives use, the same
degree of care as such Shareholder uses to protect its own Confidential
Information to keep confidential any information furnished to it which the
Company identifies as being confidential (so long as such information is not in
the public domain), except that such Shareholder may disclose such Confidential
Information to any member, subsidiary, parent or manager of a Shareholder or
entity under common control with such Shareholder for the purpose of evaluating
its investment in the Company as long as such member, subsidiary, parent or
manager of a Shareholder or entity under common control with such Shareholder
agrees to be bound by this SECTION 4.2. For purposes of this SECTION 4.2
"CONFIDENTIAL INFORMATION" does not include information, technical data or
know-how that (i) is
in the Shareholder's possession at the time of initial disclosure as shown by
the Shareholder's files and records immediately prior to the time of such
disclosure and that is not subject to any other legal obligation regarding
its disclosure; (ii) before or after it has been disclosed to the
Shareholder, is part of the public knowledge or literature, not as a result
of any action or inaction of the Shareholder or (iii) is approved for release
by written authorization of the Company. The provisions of this SECTION 4.2
shall not apply (i) to the extent that a Shareholder is required to disclose
Confidential Information pursuant to any law, statute, rule or regulation or
any order of any court of competent jurisdiction or pursuant to any
requirement (whether or not having the force of law, but if not having the
force of law, being of a type with which institutional investors in the
relevant jurisdiction are accustomed to comply) of any self-regulating
organization or any governmental, fiscal, monetary or other authority or (ii)
to the disclosure of Confidential Information to a Shareholder's employees,
counsel, accountants or other professional advisors, provided such persons
agree to be bound by this SECTION 4.2.
5. MISCELLANEOUS
5.1 GOVERNING LAW. This Agreement is to be construed in
accordance with and governed by the laws of the State of Colorado, without
giving effect to any choice of law rule that would cause the application of
the laws of any jurisdiction other than the State of Colorado to the rights
and duties of the parties.
5.2 SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by any
Shareholder and the closing of the transactions contemplated hereby. All
statements as to factual matters contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant hereto in
connection with the transactions contemplated hereby shall be deemed to be
representations and warranties by the Company hereunder solely as of the date
of such certificate or instrument.
5.3 SUCCESSORS AND ASSIGNS; TRANSFERS. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the permitted successors, assigns, heirs, executors
and administrators of the parties hereto and shall inure to the benefit of
and be enforceable by each person who shall be a Shareholder from time to
time; provided, however, that prior to the receipt by the Company of adequate
written notice of the permitted transfer of any Shares specifying the full
name and address of the transferee, the Company may deem and treat the person
listed as the Shareholder of such Shares in its records as the absolute owner
and Shareholder of such Shares for all purposes, including the payment of
dividends or any redemption price. Any attempt by a Shareholder to transfer
Shares in violation of this Agreement or the Articles of Incorporation shall
be void, and the Company agrees it will not effect such a transfer nor will
it treat any alleged transferee as the holder of such Shares without the
written consent of the holders of a majority of the Shares.
5.4 SEVERABILITY. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
5.5 AMENDMENT AND WAIVER. Except as otherwise expressly
provided, the obligations of the Company and the rights of the Shareholders
under this Agreement may be amended, modified or waived only with the written
consent of the Company, upon the approval of the Company's board of directors
pursuant to SECTION 3.2 hereof, and the approval of Shareholders representing
at least eighty (80%) of the voting power of the then issued and outstanding
Shares.
5.6 NOTICES. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified, (ii) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient; if not, then
on the next business day or (iii) one day after deposit with a nationally
recognized overnight courier, specifying next-day delivery, with written
verification of receipt. All communications shall be sent to the party to be
notified at the address as set forth on the signature pages hereof or at such
other address as such party may designate by ten days' advance written notice
to the other parties hereto.
5.7 INJUNCTIVE RELIEF. Each party hereto acknowledges that it
will be impossible to measure in money the damages that would be suffered if
any party fails to comply with any of the obligations herein imposed on such
party and that in the event of any failure, an aggrieved Person will be
irreparably damaged and will not have an adequate remedy at law. Any such
Person shall, therefore, be entitled to injunctive relief and/or specific
performance to enforce such obligations, and if any action should be brought
inequity to enforce any of the provisions of this obligations, none of the
parties hereto shall raise the defense that there is an adequate remedy at
law.
5.8 TITLES AND SUBTITLES. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
5.9 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
5.10 ENTIRE AGREEMENT. This Agreement, including any exhibits
and other agreements expressly referenced herein, constitutes the entire
agreement between the parties concerning the subject matter hereof and
supersedes any prior agreements, representations, statements, negotiations,
understandings, proposals or undertakings, oral or written, with respect to
the subject matter expressly set forth herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed this INVESTORS'
RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
THE COMPANY CONQUEST, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer and President
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NIC NATIONAL INFORMATION CONSORTIUM, INC.
By: /s/ ▇▇▇▇▇ Childress
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▇▇▇▇▇ CHILDRESS
Chief Financial Officer
Address: 12 Corporate ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
CONQUEST MEMBERS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The ▇▇▇▇▇▇ Family Foundation Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Sr.
------------------------------------
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Investors' Rights Agreement]
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Address: ___________________
___________________
Facsimile: __________
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Address: ___________________
___________________
Facsimile: __________
[Signature Page to Investors' Rights Agreement]
/s/ ▇▇▇ ▇▇▇▇
--------------------------------
Address: ___________________
___________________
Facsimile: __________
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Address: ___________________
___________________
Facsimile: __________
EXHIBIT A
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The ▇▇▇▇▇▇ Family Foundation Inc.
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Sr.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇