EX 4.3
QRS CORPORATION
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made as of
, 2000, by and among QRS Corporation, a Delaware corporation (the
"ACQUIROR"), and Rockport Trade Systems, Inc., a Massachusetts corporation (the
"Company").
RECITALS
A. The Company and Acquiror have entered into an Agreement and Plan
of Reorganization, dated as of February 27, 2000 (the "Reorganization
Agreement "), pursuant to which Company will transfer its business and
substantially all of its assets to Acquiror solely in exchange for voting
shares of Acquiror and cash in lieu of fractional shares, and as soon as
practical after consummation of the acquisition, Company will completely
liquidate and dissolve and will cause to be distributed to Holders, all of
its right, title and interest in and to the Acquiror Common Stock, to be
received by Company in exchange for the surrender by such shareholders for
cancellation of certificates representing all of Company's outstanding
capital stock (the "Reorganization").
B. Upon the consummation of the acquisition stage of the
Reorganization and in connection therewith, the Company will become the owner
of shares of common stock, $0.001 par value per share, of Acquiror (the
"Acquiror Common Stock").
C. In order to induce Company to enter into the Reorganization
Agreement, Acquiror has agreed to provide certain registration rights to the
Holders.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements, provisions and covenants set forth in the Reorganization
Agreement and in this Agreement, it is hereby agreed as follows:
1. REGISTRATION RIGHTS. Acquiror and the Company covenant and
agree as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The term the "Act" means the Securities Act of 1933,
as amended.
(b) The term "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
(c) The term "Holders" means the individuals and entities
listed on EXHIBIT A hereto, each of whom is herein referred to as a "Holder."
(d) The term "Institutional Holders" means Imprimis SB,
L.P. and Insight Capital Partners II, L.P.
(e) The term "Public Offering" means a firm commitment
underwritten public offering of Acquiror Common Stock pursuant to a
registration statement under the Act.
(f) The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Act, and the declaration
or ordering of effectiveness of such registration statement or document.
(g) The term "SEC" means the Securities and Exchange
Commission.
(h) Terms not otherwise defined herein shall have the
meaning set forth in the Reorganization Agreement.
1.2 INSTITUTIONAL HOLDERS' REQUEST FOR REGISTRATION.
(a) If Acquiror shall receive from the Institutional
Holders of not less than a majority of the shares of Acquiror Common Stock
received by all of the Institutional Holders in connection with the
Reorganization a written request that Acquiror effect a shelf registration on
the appropriate form under the Act with respect to the resale of shares of
Acquiror Common Stock received by the Institutional Holders in connection
with the Reorganization, Acquiror will:
(i) promptly give written notice of the proposed
registration to all other Institutional Holders; and
(ii) use its reasonable best efforts to register as
expeditiously as reasonably possible, but in any event the filing of a
registration statement for such request shall occur no later than ninety (90)
days after receipt of the request, the resale of Acquiror Common Stock
received by the Institutional Holders in connection with the Reorganization
to the extent requested by such requesting Institutional Holders and any
other Institutional Holder(s) joining in such request as are specified in a
written request given within twenty (20) days after receipt of such written
notice from Acquiror.
(b) Notwithstanding the foregoing, if Acquiror shall
furnish to each Institutional Holder a certificate signed by the Chief
Executive Officer of Acquiror stating that, in the good faith judgment of the
Board of Directors of Acquiror, it would be seriously detrimental to Acquiror
and its shareholders for such registration statement to be filed in the near
future, Acquiror shall have the right to defer such filing for a period of
not more than one hundred twenty (120) days after receipt of the request;
PROVIDED, HOWEVER, that Acquiror may not utilize this right more than once in
any twelve-month period.
(c) Acquiror shall not be obligated to effect, or to take
any action to effect, a registration pursuant to this Section 1.2:
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(i) if Acquiror delivers notice to the Institutional
Holders promptly after their registration request of its intent to file a
registration statement for a Public Offering within ninety (90) days of such
notice, provided that Acquiror is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective;
or
(ii) during the one hundred eighty (180) day period
following the effective date of the registration statement relating to
Acquiror's Public Offering; or
(iii) in the event Acquiror has already effected a
registration pursuant to this Section 1.2.
(d) Notwithstanding anything herein to the contrary,
Acquiror shall be entitled, without prior notice to any person, to suspend a
registration hereunder (x) during customary "blackout" periods relating to
material non-public information regarding Acquiror that cause the prospectus
contained in the relevant registration statement to not be complete or
correct in any material respect and (y) with respect to then current
employees of Acquiror, during any applicable Acquiror trading windows.
(e) Notwithstanding anything herein to the contrary,
Acquiror shall not in any event be required to include in a registration
hereunder any shares which can then be sold (and are not subject to the
volume limits) pursuant to Rule 144 under the Act without registration under
the Act.
1.3 ACQUIROR REGISTRATION.
(a) If (but without any obligation to do so) the Acquiror
proposes to register (including for this purpose a registration effected by
the Acquiror for shareholders other than the Holders) any of its stock or
other securities under the Act in connection with the public offering of such
securities solely for cash (other than (i) a registration relating solely to
the sale of securities to participants in an Acquiror stock plan, (ii) a
registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Acquiror Common Stock received by the Holders in
connection with the Reorganization or (iii) a registration in which the only
Acquiror Common Stock being registered is Acquiror Common Stock issuable upon
conversion of debt securities which are also being registered in an SEC Rule
145 transaction), the Acquiror shall, at such time, promptly give each Holder
written notice of such registration. Upon the written request of each Holder
given within twenty (20) days after mailing of such notice by the Acquiror in
accordance with Section 3.5, the Acquiror shall, subject to the provisions of
Section 1.8, use its commercially reasonable best efforts to cause to be
registered under the Act all of the Acquiror Common Stock received by the
Holder in connection with the Reorganization that each such Holder has
requested to be registered. If a Holder decides not to include all of its
Acquiror Common Stock in any registration statement thereafter filed by the
Acquiror, such Holder shall nevertheless continue to have the right to
include any of such Acquiror Common
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Stock in any subsequent registration statements as may be filed by the
Acquiror with respect to offerings of its securities, all upon the terms and
conditions set forth herein.
(b) The Acquiror shall have the right to terminate or
withdraw any registration initiated by it under this Section 1.3 prior to the
effectiveness of such registration whether or not any Holder has elected to
include securities in such registration.
(c) Notwithstanding anything herein to the contrary,
Acquiror shall not in any event be required to include in a registration
hereunder any shares which can then be sold (and are not subject to the
volume limits) pursuant to Rule 144 under the Act without registration under
the Act.
1.4 OBLIGATIONS OF ACQUIROR. Whenever Acquiror undertakes under
this Agreement to effect the registration of any Acquiror Common Stock,
Acquiror shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement
with respect to such Acquiror Common Stock and use its commercially
reasonable best efforts to cause such registration statement to become
effective and keep such registration statement effective for up to the
earlier of ninety (90) days or until the Holder or Holders have completed the
distribution relating thereto, keeping the Holders advised as to the
initiation, progress and completion of the registration; PROVIDED, HOWEVER,
that such ninety (90) day period shall be extended for a period of time equal
to the period the Holder refrains from selling any securities included in
such registration at the request of an underwriter.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus and all amendments and
supplements thereto, in conformity with the requirements of the Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Acquiror Common Stock owned by them and registered pursuant to
this Agreement.
(d) Use its commercially reasonable best efforts to
register and qualify the securities covered by such registration statement
under such other securities or blue sky laws of such jurisdictions as shall
be reasonably requested by the Holders, provided that Acquiror shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction.
(e) Notify each Holder of Acquiror Common Stock covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event, as a
result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a
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material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of
the circumstances then existing.
(f) In the event of any Public Offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering; provided that
each Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement.
(g) Cause all Acquiror Common Stock of a selling Holder
registered hereunder to be listed on each Securities Exchange on which
similar securities issued by the Acquiror are then listed.
1.5 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of Acquiror to take any action pursuant to this Agreement
with respect to registration of the Acquiror Common Stock of any selling
Holder that such Holder shall furnish to Acquiror such information regarding
itself, the Acquiror Common Stock held by it, and the intended method of
disposition of such securities as shall be required to effect the
registration of such Holder's Acquiror Common Stock.
1.6 EXPENSES OF REGISTRATION.
(a) Other than commissions applicable to the Acquiror
Common Stock covered by a registration, all expenses incurred in connection
with registrations, filings or qualifications pursuant to Section 1.2,
including (without limitation) all registration, filing and qualification
fees, printers' and accounting fees and fees and disbursements of counsel for
Acquiror shall be equally borne by Acquiror and the Institutional Holders.
The Institutional Holders shall be solely responsible for commissions
applicable to the Acquiror Common Stock covered by a registration statement
and any fees, disbursements and expenses of any counsel to the Institutional
Holders.
(b) The Acquiror shall bear and pay all expenses incurred
in connection with registrations, filings or qualifications pursuant to
Section 1.3, including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees relating or apportionable
thereto, but excluding underwriting discounts and commissions relating to the
Acquiror Common Stock of such Holders covered by a registration statement and
any fees, disbursements and expenses of any counsel to the Holders.
1.7 INDEMNIFICATION. In the event any shares of Acquiror Common
Stock are included in a registration statement under this Agreement:
(a) To the extent permitted by law, Acquiror will
indemnify and hold harmless each Holder, any underwriter (as defined in the
Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based
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upon any of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) 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 (iii) any violation or alleged
violation by Acquiror of the Act, the Exchange Act, any state securities law
or any rule or regulation promulgated under the Act, the Exchange Act or any
state securities law; and Acquiror will pay to each such Holder, underwriter
or controlling person, as incurred, 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 indemnity
agreement contained in this Section 1.6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of Acquiror (which consent shall
not be unreasonably withheld), nor shall Acquiror be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs (x) in reliance upon
and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, underwriter or
controlling person, (y) results from such Holder's failure to deliver a copy
of the prospectus or any supplements thereto after Acquiror has furnished
such Holder with a sufficient number of copies of same, or (z) results from
such Holder's delivery of prospectuses after Acquiror has notified such
Holder in writing to discontinue delivery of prospectuses.
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless Acquiror, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls Acquiror within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred
by any person intended to be indemnified pursuant to this Section 1.7(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement
contained in this Section 1.7(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
under this Section 1.7(b) exceed the net proceeds from the offering received
by such Holder, except in the case of willful misconduct by such Holder.
(c) Promptly after receipt by an indemnified party under
this Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying
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party under this Section 1.7, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to
assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the reasonable fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if
materially prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 1.7, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section 1.7.
(d) If the indemnification provided for in this Section
1.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss,
liability, claim, damage, or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations; provided, that, in no
event shall any contribution by a Holder under this Section 1.7(d) exceed the
net proceeds from the offering received by such Holder, except in the case of
willful misconduct by such Holder. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct
or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the Public Offering are in conflict
with the foregoing, the provisions in the underwriting agreement shall
control.
(f) The obligations of Acquiror and the Holders under this
Section 1.7 shall survive the completion of any offering of Acquiror Common
Stock in a registration statement under this Agreement, and otherwise.
1.8 UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares of Acquiror Common Stock, the Acquiror
shall not be required under Section 1.3 to include any of the Holders'
Acquiror Common Stock received in
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connection with the Reorganization in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Acquiror and
the underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine
in their sole discretion will not jeopardize the success of the offering by
the Acquiror. If the total amount of securities, including Acquiror Common
Stock received in connection with the Reorganization, requested by
shareholders to be included in such offering exceeds the amount of securities
sold other than by the Acquiror that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Acquiror
shall be required to include in the offering only that number of such
securities, including Acquiror Common Stock received in connection with the
Reorganization, which the underwriters determine in their sole discretion
will not jeopardize the success of the offering and the managing underwriter
may exclude shares (including Acquiror Common Stock received in connection
with the Reorganization) from the registration and the underwriting, and the
number of shares that will be included in the registration and the
underwriting shall be allocated, first, to the Acquiror, and second, to each
of the Holders of Acquiror Common Stock requesting inclusion of their
Acquiror Common Stock in such registration statement and to each of the other
holders of the Acquiror's securities requesting inclusion of their Acquiror
securities in such registration statement, to be allocated among all Holders
and holders thereof pro rata based on the amount of shares of Acquiror Common
Stock and the other shares of Acquiror securities owned by each such Holder
and other holder. To facilitate the allocation of shares in accordance with
the above provisions, the Acquiror may round the number of shares allocated
to any Holder or holder to the nearest 100 shares. Any securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from any
registration, and, in the case of withdrawn shares, shall not be transferred
in a public distribution prior to 90 days after the effective date of the
registration statement relating thereto, or such other shorter period of time
as the underwriters may require. For any Holder which is a partnership or
corporation, the partners, retired partners and stockholders of such Holder,
or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "Holder," and any pro rata reduction with respect to
such "Holder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"Holder," as defined in this sentence.
1.9 ASSIGNMENT OF REGISTRATION RIGHTS.
(a) Acquiror and the Company contemplate that for the
Holders to receive and be able to exercise the rights to cause Acquiror to
register Acquiror Common Stock received by the Holders in connection with the
Reorganization, Company shall assign such rights (but only with all related
obligations) to the Holders in connection with the Reorganization. Such
assignment shall be effective hereunder, provided that (i) Company provides
Acquiror with written notice of the Reorganization and the distribution of
Acquiror Common Stock to Shareholder, (ii) each Holder agrees in writing to
be bound by all obligations under this Agreement by executing EXHIBIT A
hereto, and (iii) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
Holder is restricted under the Act.
8.
(b) The rights to cause the Acquiror to register Acquiror
Common Stock received by the Holder in connection with the Reorganization
pursuant to Sections 1.2 and 1.3 may be assigned (but only with all related
obligations) to a transferee or assignee reasonably acceptable to the
Acquiror in connection with the transfer of Acquiror Common Stock received by
the Holders in connection with the Reorganization, provided: (a) such
assignee or transferee acquires at least 140,000 shares of Acquiror Common
Stock received in connection with the Reorganization (subject to appropriate
adjustment for stock splits, stock dividends, combinations and other
recapitalizations) from such transferor; (b) such transferor provides the
Acquiror with written notice of the proposed transfer; (c) such transferee or
assignee agrees in writing to be bound by all obligations under this
Agreement; and (d) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Act. Notwithstanding anything
to the contrary provided herein, the rights to cause the Acquiror to register
Acquiror Common Stock received in connection with the Reorganization may be
assigned by a Holder to any partner, retired partner (including spouses and
ancestors, lineal descendants and siblings of such partners or spouses who
acquire Acquiror Common Stock received in connection with the Reorganization
by gift, will or intestate succession), affiliate partnership of such Holder,
or affiliate trust of such Holder, without regard to the number of shares of
Acquiror Common Stock received in connection with the Reorganization
transferred to such partner, retired partner, or affiliate; provided that
(i) all assignees and transferees who would not qualify individually for
assignment of registration rights shall have a single attorney-in-fact for
the purpose of exercising any rights, receiving notices or taking any action
under Section 1.2 or Section 1.3 and (ii) written notice thereof is promptly
given to the Acquiror.
1.10 "MARKET STAND-OFF" AGREEMENT. Each Holder hereby agrees
that, during the period of duration specified by the Acquiror and an
underwriter of Acquiror Common Stock, following the date of the final
prospectus distributed in connection with a registration statement of the
Acquiror filed under the Act pursuant to Section 1.3, it shall not, to the
extent requested by the Acquiror and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any
short sale), grant any option to purchase or otherwise transfer or dispose of
(other than to donees who agree to be similarly bound) any securities of the
Acquiror held by it at any time during such period except Acquiror Common
Stock purchased in a public offering and Acquiror Common Stock purchased in
an open market transaction; PROVIDED, HOWEVER, that:
(a) such market stand-off time period shall not exceed 90
days; and
(b) all officers and directors of the Acquiror enter into
similar agreements.
In order to enforce the foregoing covenant, the Acquiror may
impose stop-transfer instructions with respect to the Acquiror Common Stock
of each Holder (and the shares or securities of every other person subject to
the foregoing restriction) until the end of such period, and each Holder
agrees that, if so requested, such Holder will execute an agreement in the
9.
form provided by the underwriter containing terms which are essentially
consistent with the provisions of this Section 1.10.
Notwithstanding the foregoing, the obligations described in this
Section 1.10 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be
promulgated in the future, or a registration relating solely to an SEC Rule
145 transaction on Form S-4 or similar forms which may be promulgated in the
future.
2. COVENANTS OF THE ACQUIROR. The Acquiror agrees to:
(a) Notify the Holders of Acquiror Common Stock included
in a registration statement pursuant to this Agreement (i) of the issuance by
the Commission of any stop order suspending the effectiveness of such
registration statement and (ii) upon learning of the initiation of any
proceedings for the purpose of suspending such effectiveness, the existence
of such proceedings. Acquiror will use its commercially reasonable efforts to
prevent the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible time.
(b) Take all commercially reasonable actions necessary to
expedite and facilitate disposition of the registrable securities by the
Holders thereof pursuant to a registration statement pursuant to this
Agreement.
(c) Prior to the filing of a registration statement
pursuant to this Agreement or any amendment thereto (whether pre-effective or
post-effective), and prior to the filing of any prospectus or prospectus
supplement related thereto, Acquiror will provide each Holder with copies of
all pages thereto, if any, which reference such Holder.
(d) Take all actions commercially reasonably necessary to
facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legend) representing Acquiror Common Stock sold pursuant to a
registration statement pursuant to this Agreement and to enable such
certificates to be in such denominations and registered in such names as the
Holders may reasonably request.
(e) Comply with all of its Exchange Act reporting
requirements for the two year period following consummation of the
Reorganization.
3. MISCELLANEOUS.
3.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
(including transferees of any Acquiror Common Stock). Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
10.
3.2 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto shall be governed, construed and interpreted in accordance
with the laws of the State of California, without giving effect to principles
of conflicts of laws.
3.3 COUNTERPARTS. 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.
3.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
3.5 NOTICES. Unless otherwise provided, any notice required or
permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier
or sent by telegram or fax, or forty-eight (48) hours after being deposited
in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party's address as set forth
below or on EXHIBIT B hereto or as subsequently modified by written notice.
3.6 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Acquiror and the Holders who
hold a majority of the Acquiror Common Stock received in connection with the
Reorganization. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Holder of any Acquiror Common Stock
received in connection with the Reorganization.
3.7 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (x) such provision shall be excluded from this Agreement, (y)
the balance of the Agreement shall be interpreted as if such provision were
so excluded and (z) the balance of the Agreement shall be enforceable in
accordance with its terms.
[Signature Page Follows]
11.
The parties have executed this Registration Rights Agreement as of the
date first above written.
COMPANY:
QRS CORPORATION
By:_______________________________________
Its:____________________________________
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
ROCKPORT TRADE SYSTEMS, INC.
By:_______________________________________
Its:____________________________________
Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Attention: President
EXHIBIT A
In consideration of the distribution of shares of Acquiror Common Stock
to the undersigned Holder and the receipt by the undersigned Holder of the
rights to cause Acquiror to register some or all of such shares as set forth in
that certain Registration Rights Agreement dated , 2000 entered into
between QRS Corporation and Rockport Trade Systems, Inc. (the "Agreement"), the
undersigned Holder agrees to be bound by all of the terms and conditions of the
Agreement.
Executed at __________, the _____ day of _________, 2000.
Holder
______________________________________
signature
______________________________________
(print name)
Address:______________________________
______________________________________
______________________________________
EXHIBIT B
SCHEDULE OF FORMER COMPANY EQUITY HOLDERS
NO. OF SHARES RECEIVED
IN CONNECTION WITH
NAME AND ADDRESS OF HOLDER THE REORGANIZATION
▇▇▇▇▇ ▇▇▇▇▇ 222,096
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ 5,323
▇▇▇▇▇▇▇ ▇▇▇▇▇ 5,323
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5,319
▇▇▇▇ ▇▇▇▇▇▇▇▇ 119,032
Insight Capital Partners II 108,250
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Insight Capital Partners (Cayman) II, LLP 12,027
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Imprimis SB L.P. 120,278
c/o Wexford Management
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Attention: ▇▇▇▇▇▇ ▇▇▇▇
2