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EXHIBIT 4.01
SHELF REGISTRATION AGREEMENT
This Shelf Registration Agreement (this "AGREEMENT") is made and entered
into as of May 26, 1999, and shall become effective on the date on which the
Merger referred to below is consummated (the "EFFECTIVE DATE"), by and among
Concur Technologies, Inc., a Delaware corporation ("CONCUR"), and those persons
(a) who are stockholders of Seeker Software, Inc., a Delaware corporation (the
"COMPANY"), immediately prior to the Effective Time of the Merger (as defined
below) (each an "ELIGIBLE STOCKHOLDER") and (b) who become signatories to this
agreement (each Eligible Stockholder who becomes a signatory is referred to
herein as a "STOCKHOLDER").
R E C I T A L S
A. The Company, Concur and ConStar Acquisition Corp., a Delaware
corporation that is a wholly-owned subsidiary of Concur ("SUB"), have entered
into an Agreement and Plan of Reorganization dated as of the date hereof (the
"PLAN"). Pursuant to the Plan, Sub is to be merged with and into the Company in
a statutory merger (the "MERGER"), with the Company to be the surviving
corporation of the Merger and thus to become a wholly-owned subsidiary of
Concur. The time at which the Merger becomes effective is referred to herein and
in the Plan as the "EFFECTIVE TIME." The date on which the Merger becomes
effective shall be the Effective Date of this Agreement. CAPITALIZED TERMS USED
IN THIS AGREEMENT AND NOT OTHERWISE DEFINED HEREIN HAVE THE SAME MEANINGS THAT
THOSE TERMS HAVE IN THE PLAN.
B. Concur agrees, pursuant to the Plan, that all the Eligible
Stockholders will have certain shelf registration rights with respect to the
shares of Concur Common Stock that are issued to them upon the conversion of
their shares of Company Common Stock in the Merger pursuant to Section 2.1 of
the Plan, subject to the terms and conditions of this Agreement and provided
that such Eligible Stockholders sign this Agreement (before or after the
Effective Date), thereby becoming Stockholders that are parties to and bound by
the terms of this Agreement.
C. Exhibit A hereto lists (i) the persons who are Eligible Stockholders
and (ii) the number of shares of Concur Common Stock which each Eligible
Stockholder will receive upon conversion of the shares of Company Common Stock,
Company Preferred Stock and Company Warrants into shares of Concur Common Stock
pursuant to Section 2.1 of the Plan. Exhibit A will also reflect which Eligible
Stockholders enter into this Agreement and thereby become Stockholders. (Prior
to the Effective Time, Exhibit A will reflect the foregoing information on a
currently-anticipated basis; the exhibit will be updated by Concur to reflect
any changes as of the Effective Time and thereafter to reflect the signing of
this Agreement by any additional Eligible Stockholders.)
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth, the parties hereto agree as follows:
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1. REGISTRATION RIGHTS
1.1 CERTAIN DEFINITIONS. For purposes of this Agreement:
(a) "1933 ACT" means the Securities Act of 1933, as amended, or
any successor law.
(b) "1934 ACT" means the Securities Exchange Act of 1934, as
amended, or any successor law.
(c) "REGISTRATION STATEMENT" means a registration statement filed
with the SEC covering the resale of the Registrable Securities as provided in
this Agreement; the Registration Statement will initially be filed on Form S-1
(or such other form as may be available to register such shares as provided
herein) and may, at Concur's election, be replaced with a Registration Statement
on Form S-3 if such form becomes available to be used by Concur as provided
herein. The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to the
registration effected upon the effectiveness of the Registration Statement under
the 1933 Act.
(d) "REGISTRABLE SECURITIES" means: (i) the shares of Concur
Common Stock that are issued to the Stockholders in the Merger pursuant to
Section 2.1. of the Plan upon the conversion of the outstanding shares of
Company Common Stock, Company Preferred Stock or Company Warrants that are owned
and held by the Stockholders immediately prior to the Effective Time; and (ii)
any shares of Concur Common Stock or any other security that may be issued as a
dividend or other distribution (including shares of Concur Common Stock issued
in a subdivision and split of Concur's outstanding Common Stock) with respect
to, or in exchange for or in replacement of, shares of Concur Common Stock
described in clause (i) of this Section 1.1(d) or in this clause (ii); excluding
in all cases, however, any such shares that are: (w) sold under any registration
under the 1933 Act other than pursuant to the Registration Statement; (x) sold
by a person in a transaction in which rights under this Agreement are not
assigned in accordance with the terms of this Agreement; (y) sold pursuant to
the Registration Statement; or (z) sold pursuant to Rule 144 promulgated under
the 1933 Act. Except as provided in clause (ii) of the first sentence of this
Section 1.1(d), without limitation, the term "Registrable Securities" does not
include: (i) any shares of Concur Common Stock that were not issued in the
Merger; or (ii) any shares of Concur Common Stock that are issued or issuable
upon the exercise of any Concur Options that are issued pursuant to Section 2.2
of the Plan upon the conversion of outstanding Company Options in the Merger.
(e) "HOLDER" means the Stockholder who is the original holder of
any Registrable Securities or any assignee of record of any Registrable
Securities to whom rights under this Agreement have been duly assigned in
accordance with the provisions of this Agreement.
(f) "SEC" or "COMMISSION" means the. Securities and Exchange
Commission.
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(g) "FORM S-1" or "FORM S-3" means a Form S-1 or Form S-3
registration statement under the 1933 Act, as applicable, or any successor
registration statement form under the 1933 Act subsequently adopted by the SEC
which permits registration as provided herein.
(h) "RULE 415" means Rule 415 under the 1933 Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.
1.2. SHELF REGISTRATION.
(a) Filing and Registration Period. As promptly as reasonably
practicable following the Effective Time of the Merger, Concur shall prepare and
file with the SEC the Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the then outstanding
Registrable Securities (the "SHELF REGISTRATION"). Concur shall provide the
Holders with a reasonable opportunity to review and approve the "selling
stockholders" and "plan of distributions" sections of the prospectus in the
Registration Statement. Concur shall use its best efforts to have such Shelf
Registration declared effective on or before July 26, 1999, or as soon
thereafter as practicable, and to keep the Shelf Registration continuously
effective under the 1933 Act for a continuous period of time commencing on the
date the Shelf Registration is declared effective under the 1933 Act by the SEC
(the "DATE OF EFFECTIVENESS") and ending on the first anniversary of the
Effective Time of the Merger, except as provided otherwise herein (the period
during which the Registration is to remain effective is referred to herein as
the "REGISTRATION Period"). Concur shall have no duty or obligation to keep the
Shelf Registration effective after the expiration of the Registration Period.
(b) Supplements and Amendments. Subject to the provisions of
Section 1.2(h), Concur shall supplement and amend the Shelf Registration if, as
and when required by the 1933 Act, the rules and regulations promulgated
thereunder or the rules, regulations or instructions applicable to the
registration form used by Concur for such Shelf Registration.
(c) Timing and Manner of Sales. Any sale of Registrable
Securities pursuant to a registration hereunder may be made (i) only during a
"Permitted Window" (as defined in Section 1.2(h) below) and (ii) only in
accordance with a method of distribution described in the Registration Statement
and specified by the Holders in their Notice of Resale (as defined below). A
Holder may also sell Registrable Securities in a bona fide private offering if
the offer and sale are exempt under the 1933 Act and applicable state securities
laws, provided that such Holder will, at Concur's request, furnish Concur a
written opinion of counsel, reasonably satisfactory to counsel to Concur, to the
effect that such offer and sale are so exempt.
(d) Pooling Restrictions. Notwithstanding anything herein to the
contrary, no Stockholder (or such Stockholder's assigns) will sell any
Registrable Securities (whether pursuant to a registration or otherwise), and no
Permitted Window will commence, until after Concur has publicly released a
report including financial statements of Concur that include at least thirty
days of post-Merger combined operating results of Concur and the Company.
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(e) Trading Limits.
(i) All sales of Registrable Securities by any Holder
under the Shelf Registration in excess of 1,000 Registrable Securities in any
calendar week will be made by such Holder through BancBoston Robertson Stephens
Inc., Hambrecht & Quist LLC or U.S. Bancorp Piper Jaffray Inc. or any broker (if
other than any of the foregoing) that is one of the three largest market makers
in Concur Common Stock (in volume of market making transactions) during the 90
days immediately preceding such calendar week.
(ii) No Registrable Securities will be sold by any Holder
under the Shelf Registration in excess of the following:
(A) During the 90 day period commencing with the Date
of Effectiveness (the "INITIAL PERIOD"), each Holder will not sell any
Registrable Securities in excess of 15% of the total number of Registrable
Securities that such Holder held on the Date of Effectiveness and included in
the Shelf Registration (such total number is referred to as the Holder's
"ORIGINAL NUMBER"); provided, however, that during the Initial Period any Holder
(an "ASSIGNOR") may assign (by written assignment) to any other Holders (each an
"ASSIGNEE") all or any portion of the right that the Assignor would otherwise
have had under this subpart (A) of Section 1.2(e)(ii) to sell shares of
Registrable Securities during the Initial Period, thereby permitting the
Assignee to sell during the Initial Period under this subpart (A) an additional
number of Registrable Securities held by the Assignee equal to the number of
Registrable Securities as the Assignor which assigned such right; Assignor and
Assignee will be responsible for giving notice of such assignment (and a copy
thereof) to Concur in advance of any sale of Registrable Securities pursuant
thereto; such assignment will not be effective, and no sale of Registrable
Securities will be made pursuant thereto, until Concur has received such notice
(and a copy of such assignment).
(B) During the 90 day period immediately following
the Initial Period (the "SECOND PERIOD"), each Holder may sell additional
Registrable Securities under the Shelf Registration up to a maximum of (1) 15%
of the Holder's Original Number plus (2) any Registrable Securities which such
Holder was permitted to sell, but did not sell or assign the right to sell,
during the Initial Period.
(C) During the 90 day period immediately following
the Second Period (the "THIRD PERIOD"), each Holder may sell additional
Registrable Securities under the Shelf Registration up to a maximum of (1) 10%
of the Holder's Original Number plus (2) any Registrable Securities which such
Holder was permitted to sell, but did not sell, during the Second Period
(including all unsold shares carried over from the Initial Period).
(D) During any period remaining after the Third
Period and until the termination of the Registration Period (the "FOURTH
PERIOD"), each Holder may sell additional Registrable Securities under the Shelf
Registration up to a maximum of (1) 10% of the Holder's Original Number plus (2)
any Registrable Securities which such Holder was permitted to sell, but did not
sell during the Third Period (including all unsold shares carried over from
pervious periods).
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(iii) If during the Registration Period a Holder sells,
pursuant to any demand or piggyback registration rights such Holder may have
under the Third Amended and Restated Rights Agreement among Concur and certain
of its stockholders (as such agreement may be amended from time to time), any
shares of Common Stock of Concur in an underwritten public offering registered
at Concur's expense under the 1933 Act in which the Holder participates pro rata
on the same basis as the other participating holders of registration rights
under such agreement, then (A) the number of Registrable Securities that such
Holder will have the right to sell under the Shelf Registration will be reduced
by the number of shares that the Holder sells in such underwritten public
offering and (B) this reduction in Registrable Securities that may be sold under
the Shelf Registration will be allocated over the period under Section
1.2(e)(ii) in which the sale occurs and over any remaining periods under Section
1.2(e)(ii) in proportion to the respective amounts that the Holder could
otherwise have then sold during such periods. ( For example, if the Holder sold
70,000 shares in such underwritten public offering during the Second Period and
if the Holder would otherwise have been permitted under Section 1.2(e)(ii) to
sell 150,000 Registrable Securities during that period, 100,000 Registrable
Securities during the Third Period and 100,000 Registrable Securities during the
Fourth Period, the Registrable Securities that the Holder could then sell under
the Shelf Registration during the remainder of the Second Period and during the
Third Period and Fourth Period would be reduced by 30,000, 20,000 and 20,000,
respectively).
(f) No Underwritings. No sale of Registrable Securities under any
registration statement pursuant to this Agreement may be effected pursuant to
any underwritten offering without Concur's prior written consent, which may be
withheld in its sole and absolute discretion.
(g) Notice of Resale. Before a Holder may make any sale, transfer
or other disposition of any Registrable Securities during the Registration
Period, such Holder must first give written notice to Concur (a "NOTICE OF
RESALE") of such Holder's present intention to sell, transfer or otherwise
dispose of some or all of such Holder's Registrable Securities, and the number
of Registrable Securities such Holder proposes to sell, transfer or otherwise
dispose of. In addition, a Notice of Resale shall contain the information
required to be included therein under Section 1.2(c) and shall provide the
Holder's facsimile number.
(h) Permitted Window; Sale Procedures.
(i) A "PERMITTED WINDOW" is a period of 20 consecutive
calendar days commencing upon Concur's written notification to the Stockholders
(as required in Section 1.2(h)(iii) below) in response to a Notice of Resale
that the prospectus relating to the Registration Statement is available to be
used for resales of Registrable Securities pursuant to the Shelf Registration,
except that, if Concur fails to give the Two-Day Notice or the Five-Day Notice
(as defined below) within the time periods required in Section 1.2(h)(ii), then
the Permitted Window will commence on the first business day immediately
following the date by which Concur was required in that section to give such
Two-Day Notice or Five-Day Notice, as applicable.
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(ii) Upon receipt of each Notice of Resale, Concur will
give written notice (the "TWO-DAY NOTICE") to the Holder or Holders who gave
such Notice of Resale (such Two-Day Notice shall be sent by facsimile if the
Holder has provided a facsimile number to Concur) as soon as practicable, but in
no event more than two business days after Concur's receipt of such Notice of
Resale, either: (A) that the prospectus relating to the Registration Statement
is current and that the Permitted Window will commence on the business day
immediately following the date of such Two-Day Notice; or (B) that Concur
considers it necessary or appropriate under the 1933 Act and the regulations
thereunder to supplement the prospectus (or in the case of a replacement
Registration Statement filed on Form S-3, to make an appropriate filing under
the 1934 Act) so as to cause the prospectus to become current, in which event
Concur will, within five business days after the Two-Day Notice was given, file
such supplement (or 1934 Act filing) and give written notice to the Holder or
Holders that the prospectus relating to the Registration Statement is current
(the "FIVE-DAY NOTICE") (such Five-Day Notice shall be sent by facsimile if the
Holder has provided a facsimile number to Concur); or (C) that Concur considers
it necessary or appropriate under the 1933 Act and the regulations thereunder to
amend the Registration Statement in order to cause the prospectus to be current.
In the event that Concur determines that an amendment to the Registration
Statement is necessary as provided above, it will file such amendment within 15
days and will use its best efforts to cause the amendment to become effective as
soon as practicable; whereupon Concur will notify the Stockholders that the
Permitted Window will then commence.
(iii) Concur shall not be obligated to keep the
registration statement for the Shelf Registration current during any period
other than a Permitted Window. The provisions of this Section 1.2(h) are
subject. The Holders may elect to withdraw a request for registration pursuant
to a Notice of Resale; provided, however, that if Concur has commenced
preparation of any supplement or amendment to the registration statement or any
part thereof in response to such Notice of Resale prior to receiving written
notice from the Holders' of the withdrawal of their request for registration,
then the Holders will promptly reimburse Concur for its actual costs and
expenses incurred in preparing such supplement or amendment.
1.3 LIMITATIONS. Notwithstanding the provisions of Section 1.2 above, if
Concur shall furnish to the Holders a certificate signed by the President or
Chief Financial Officer of Concur stating that, in the good faith judgment of
the Board of Directors of Concur, the existence of a material development or
potential material development involving Concur which Concur would be obligated
to disclose in the prospectus contained in the Shelf Registration, which
disclosure would, in the good faith judgment of the Board of Directors of
Concur, be premature and would have a material adverse affect upon Concur and
its stockholders, then Concur will have the right to interrupt or defer a
Permitted Window until such disclosure would no longer have such effect (but in
no event for longer than 45 days after receipt of a Notice of Resale from the
Holder or Holders pursuant to this Section 1.2); provided, however, that (a) the
aggregate of all periods of interruptions or postponements by Concur under this
Section 1.3 or under Section 1.6(c) will not exceed 60 days, (b) the
Registration Period will be extended by a period of time equal to the aggregate
of all such periods of postponement or interruption by Concur, and (c) the
applicable period under Section 1.2(e)(ii) in which any such postponement or
interruption
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occurs (the Initial Period, the Second Period, the Third Period or the Fourth
Period) will also be extended by a period of time equal to the period of that
postponement or interruption.
1.4 SHARES OTHERWISE ELIGIBLE FOR RESALE. Concur shall not be obligated
to effect or continue to keep effective any such registration of Registrable
Securities held by any particular Holder after expiration or termination of the
Registration Period.
1.5 EXPENSES. Concur shall pay all expenses incurred in connection with
the Shelf Registration (excluding brokers' discounts and commissions), including
without limitation all filing, registration and qualification, printers', legal
and accounting fees.
1.6 OBLIGATIONS OF CONCUR. Subject to Sections 1.2, 1.3 and 1.4 above,
when required to effect the registration of any Registrable Securities under the
terms of this Agreement, Concur will, as expeditiously as reasonably possible:
(a) furnish to the Holders (i) such number of copies of a
prospectus (including a preliminary prospectus and including amendments or
supplements to the prospectus) that complies with the requirements of the 1933
Act and (ii) such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by them;
(b) Prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by the Registration Statement;
(c) use its 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 will be reasonably requested by the Holders,
provided that Concur will 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 state or jurisdiction unless Concur is already so
qualified or subject to service of process, respectively, in such jurisdiction;
(d) if at any time during the Registration Period the Chief
Executive Officer or Chief Financial Officer knows of the happening of an event
that is required to be disclosed in the prospectus before it is delivered under
the 1933 Act in connection with the sale of Registrable Securities in accordance
with this Agreement, Concur will promptly notify the Holders who are entitled
hereunder to sell their Registrable Securities during such Permitted Window that
the prospectus may not be used for such sales until it is supplemented or
amended, and Concur shall forthwith supplement or amend the prospectus as
provided in (and subject to the requirements of) Sections 1.2(h)(ii) and (iii)
or interrupt the Permitted Window as provided in (and subject to the
requirements of) Section 1.3(a); and
(e) provide a transfer agent and registrar for all Registrable
Securities registered pursuant to the Registration Statement and a CUSIP number
for all such Registrable
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Securities and cause the Registrable Securities to be listed on the Nasdaq
National Market upon notice of issuance, in each case not later than the Date of
Effectiveness.
1.7 FURNISH INFORMATION; DELIVERY OF PROSPECTUS. It shall be a condition
precedent to the obligations of Concur to take any action pursuant to this
Agreement that the selling Holders will furnish to Concur such information
regarding themselves, the Registrable Securities held by them, and the intended
method of disposition of such Registrable Securities as shall be required to
timely effect the registration of their Registrable Securities. Each selling
Holder will make timely delivery of the prospectus relating to the Registration
Statement as required under the 1933 Act for sales under the Registration
Statement.
1.8 DELAY OF REGISTRATION. No Holder will have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
1.9 INDEMNIFICATION.
(a) By Concur. To the extent permitted by law, Concur will
indemnify, defend and hold harmless each Holder against any losses, claims,
damages, or liabilities (joint or several) to which such Holder may become
subject under the 1933 Act, the 1934 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 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 a registration statement filed by Concur pursuant to
this Agreement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto;
(ii) the omission or alleged omission to state in such
registration statement, preliminary prospectus or final prospectus or any
amendments or supplements thereto, 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 Concur of the
1933 Act, the 1934 Act, any U.S. federal or state securities law or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any U.S. federal or
state securities law in connection with the offering covered by such
registration statement;
and Concur will reimburse such Holder for any legal or other expenses reasonably
incurred by such Holder in connection with investigating or defending against
any such loss, claim, damage, liability or action, as incurred; provided
however, that the indemnity agreement contained in this subsection 1.9(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 Concur
(which consent shall not be unreasonably withheld), nor shall Concur 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
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Violation which occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration.
(b) By Selling Holders. To the extent permitted by law, each
selling Holder will indemnify and hold harmless Concur, each of its directors,
each of its officers who have signed the registration statement, each person, if
any, who controls Concur within the meaning of the 1933 Act, any underwriter and
any other Holder selling securities under such registration statement, against
any losses, claims, damages or liabilities (joint or several) to which Concur or
any such director, officer, controlling person, underwriter or other such Holder
may become subject under the 1933 Act, the 1934 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
reimburse Concur or any such director, officer, controlling person, underwriter
or other Holder for any legal or other expenses reasonably incurred by Concur or
any such director, officer, controlling person, underwriter or other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action, as incurred; provided, however, that the indemnity
agreement contained in this subsection 1.9(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 indemnifying Holder, which
consent shall not be unreasonably withheld; and provided further that the total
amounts payable in indemnity by a Holder under this subsection 1.9(b) in respect
of any Violation shall not exceed the net proceeds received by such Holder in
the registered offering out of which such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party under
this Section 1.9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim for
indemnification or contribution in respect thereof is to be made against any
indemnifying party under this Section 1.9, deliver to the indemnifying party a
written notice of the commencement thereof and, if the indemnifying party is
Concur, Concur shall have the right and obligation to control the defense of
such action; provided, however, that: (i) the indemnified party or parties shall
have the right to participate at their own expense in the defense thereof, and,
to the extent agreed in writing with the indemnifying party and any other
indemnifying party similarly noticed, to assume the defense thereof, with
counsel mutually satisfactory to the parties (except that Concur will have the
right to assume such defense if it, or any of its officers, directors, or
controlling persons, is indemnified by the selling Holders); and (iii) an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses of such counsel 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 conflict of
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure of an indemnified party to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to the ability of the
indemnifying party to defend such action, shall relieve such indemnifying party
of any liability to the indemnified party under this Section 1.9, but the
omission so to deliver written notice to the indemnifying party will not relieve
the
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indemnifying party of any liability that it may have to any indemnified party
otherwise than under this Section 1.9.
(d) Contribution. In order to provide for just and equitable
contribution to joint liability under the 1933 Act in any case in which either
(i) any Holder exercising rights under this Agreement makes a claim for
indemnification pursuant to this Section 1.9 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 1.9 provides for indemnification in such case, or (ii)
contribution under the 1933 Act may be required on the part of any such selling
Holder in circumstances for which indemnification is provided under this Section
1.9; then, and in each such case, Concur and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is
responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by and sold by such Holder
under the registration statement bears to the public offering price of all
securities offered by and sold under such registration statement, and Concur and
other selling Holders are responsible for the remaining portion; provided,
however, that, in any such case, (A) no such Holder will be required to
contribute any amount in excess of the public offering price of all such
Registrable Securities offered and sold by such Holder pursuant to such
registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) will be
entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.
(e) Survival. The obligations of Concur and Holders under this
Section 1.9 shall survive the completion of any offering of Registrable
Securities in the Registration Statement.
1.10 DURATION AND TERMINATION OF CONCUR'S OBLIGATIONS. Concur will have
no obligations pursuant to Section 1.2 of this Agreement with respect to any
Notice of Resale or other request or requests for registration (or inclusion in
a registration) made by any Holder or to maintain or continue to keep effective
any registration or registration statement pursuant hereto: (a) after the
expiration or termination of the Registration Period, (b) if all Registrable
Securities have been registered and sold pursuant to registrations effected
pursuant to this Agreement and/or have been transferred in transactions in which
registration rights hereunder have not been assigned in accordance with this
Agreement or (c) if Concur is acquired and (i) its Common Stock ceases to be
publicly traded and (ii) in such acquisition of Concur the Holders receive, in
exchange for the Registrable Securities then held by them, cash and/or
securities that are registered under the 1933 Act or that may be traded without
restriction on transfer imposed by the 1933 Act (other than the restrictions on
transfer under paragraphs (c), (e), (f) and (g) of Rule 144 promulgated under
the 1933 Act).
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2. ASSIGNMENT
Except for any assignment permitted in subpart (A) of Section
1.2(e)(ii), the rights of a Holder under this Agreement may be assigned only
with Concur's express prior written consent, which consent shall not be
unreasonably withheld; provided, however, that the rights of a Holder under this
Agreement may be assigned without Concur's express prior written consent: (a) to
a Permitted Assignee (as defined below); or (b) (if applicable) by will or by
the laws of intestacy, descent or distribution, provided that the assignee
agrees in writing to be bound by all the obligations of the Holders under this
Agreement. Any attempt to assign any rights of a Holder under this Agreement
without Concur's express prior written consent in a situation in which such
consent is required by this Section shall be null and void and without effect.
Subject to the foregoing restrictions, all rights, covenants and agreements in
this Agreement by or on behalf of the parties hereto will bind and inure to the
benefit of the respective permitted successors and assigns of the parties
hereto. Each of the following parties are "PERMITTED ASSIGNEES" for purposes of
this Section: (a) a trust whose beneficiaries consist solely of a Holder and
such Holder's immediate family; and (b) the personal representative, custodian
or conservator of a Holder, in the case of the death, bankruptcy or adjudication
of incompetency of that Holder.
3. GENERAL PROVISIONS
3.1 NOTICES. Unless otherwise provided, all notices, instructions and
other communications required or permitted to be given hereunder or necessary or
convenient in connection herewith must be in writing and shall be deemed
delivered (i) when personally served or when delivered by telex or facsimile (to
the telex or facsimile number of the person to whom the notice is given), (ii)
the first business day following the date of deposit with an overnight courier
service or (iii) on the earlier of actual receipt or the third business day
following the date on which the notice is deposited in the United States mail,
first class certified, postage prepaid, addressed as follows: (a) if to Concur,
at 6222 Ave. NE, Redmond, Washington 98052, Attention: Sterling R. Wilson, Chief
Financial Officer, Telecopier: (425) 497-6988; and (b) if to a Stockholder, at
such Stockholder's respective address as set forth on Exhibit A hereto. Any
party hereto (and such party's permitted assigns) may by notice so given change
its address for future notices hereunder.
3.2 ENTIRE AGREEMENT. This Agreement and the provisions of Section 2 of
the Plan constitute and contain the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with respect to the subject matter hereof.
3.3 AMENDMENT OF RIGHTS. Any provision of this Agreement may be amended
and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of Concur and Holders of a majority of all Registrable Securities then
outstanding. Any amendment or waiver effected in accordance with this Section
3.3 shall be binding upon each Holder, each permitted successor or assignee of
such Holder and Concur.
-11-
12
3.4 GOVERNING LAW. This Agreement will be governed by and construed
exclusively in accordance with the internal laws of the State of Delaware, as
applied to agreements among Delaware residents entered into and to be performed
entirely within Delaware, excluding that body of law relating to conflict of
laws and choice of law.
3.5 SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, then such provision(s) will be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and will be enforceable in
accordance with its terms.
3.6 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or
implied, is intended to confer upon any person, other than the parties hereto
and their successors and assigns, any rights or remedies under or by reason of
this Agreement.
3.7 CAPTIONS. The headings and captions to sections of this Agreement
have been inserted for identification and reference purposes only and will not
be used to construe or interpret this Agreement.
3.8 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.
3.9 EFFECTIVENESS OF AGREEMENT. Regardless of when signed, this
Agreement will not become effective or binding unless and until the Effective
Time of the Merger.
-12-
13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the Effective Date.
CONCUR TECHNOLOGIES, INC.
By: /s/ Sterling R. Wilson
--------------------------
Title: CFO and Executive Vice President of Operations
----------------------------------------------
[SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
13
14
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Advanced Technology Ventures
------------------------------
Signature: /s/ Steven Boloff
------------------------------
Address: 485 Ramona Street
------------------------------
Palo Alto, CA 94301
------------------------------
------------------------------
Fax No.: 650-321-0934
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
15
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Janet Alvies
--------------------
Signature: /s/ Janet L. Alvies
------------------------------
Address: 2504 Pinecrest Ct.
------------------------------
Antioch, CA 94509
------------------------------
------------------------------
Fax No.: (925) 779-0958
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
16
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Nan Ayers
--------------------
Signature: /s/ Nan Ayers
------------------------------
Address: 2337 9th St.
------------------------------
Berkeley, CA 94710
------------------------------
------------------------------
Fax No.: none
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
17
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Baharak Bavand
--------------------
Signature: /s/ Baharak Bavand
------------------------------
Address: 18 Bret Harte Rd.
------------------------------
San Rafael, CA 94901
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
18
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Blankmeyer Family Trust U/D/T dated February 18, 1993
-----------------------------------------------------
Signature: /s/ Jon T. Blankmeyer, Trustee
------------------------------
Address: 235 Oyster Pond Rd.
------------------------------
Alameda, CA 94502
------------------------------
------------------------------
Fax No.: 510-523-6798
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
19
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Jon T. Blankmeyer
--------------------
Signature: /s/ Jon T. Blankmeyer
------------------------------
Address: 235 Oyster Pond Rd.
------------------------------
Alameda, CA 94502
------------------------------
------------------------------
Fax No.: 510-523-6798
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
20
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Inga Blankmeyer
--------------------
Signature: /s/ Inga Blankmeyer by JTB
------------------------------
Address: 235 Oyster Pond Rd.
------------------------------
Alameda, CA 94502
------------------------------
------------------------------
Fax No.: 510-523-6798
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
21
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Olivia Blankmeyer
--------------------
Signature: /s/ Olivia Blankmeyer by JTB
------------------------------
Address: 235 Oyster Pond Rd.
------------------------------
Alameda, CA 94502
------------------------------
------------------------------
Fax No.: 510-523-6798
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
22
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: William A. Champion, Jr.
------------------------
Signature: /s/ William A. Champion, Jr.
------------------------------
Address: 2112 Summer Hollow Ln.
------------------------------
Edmond, OK 73013
------------------------------
hm) 405/348-7677
------------------------------
------------------------------
Fax No.: 405/348-2922
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
23
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Philippe Chouraki
--------------------
Signature: /s/ Philippe Chouraki
------------------------------
Address: 2975 Clay Street
------------------------------
San Francisco, CA 94115
------------------------------
------------------------------
Fax No.: (415) 923-9718
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
24
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: John Cuellar
--------------------
Signature: /s/ John Cuellar
------------------------------
Address: 18 Sath Ct.
------------------------------
Alameda, CA 94502
------------------------------
------------------------------
Fax No.: (510) 814-8730
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
25
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Adele H. Deverell Irrevocable Trust
-----------------------------------
Signature: /s/ Michael Deverell
------------------------------
Address: 28 Edgement Circle
------------------------------
Walnut Creek, CA 94596
------------------------------
------------------------------
Fax No.: 925-938-6972
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
26
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Deverell Family Trust
---------------------
Signature: /s/ Michael Deverell
------------------------------
Address: 28 Edgement Circle
------------------------------
Walnut Creek, CA 94596
------------------------------
------------------------------
Fax No.: 925-938-6972
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
27
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder:
Gary Durbin, Trustee of the Gary Durbin and Loretta Durbin Trust
- ----------------------------------------------------------------
Signature: /s/ Gary Durbin
------------------------------
Address: 100 Pershing Dr.
------------------------------
Oakland, CA 94611
------------------------------
------------------------------
Fax No.: 510-339-7658
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
28
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Nathan Durbin
--------------------
Signature: /s/ Nathan Durbin
------------------------------
Address: 100 Pershing Dr.
------------------------------
Oakland, CA 94611
------------------------------
------------------------------
Fax No.: 510-339-3756
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
29
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Samantha A. Durbin
--------------------
Signature: /s/ Samantha A. Durbin
------------------------------
Address: 100 Pershing Dr.
Oakland, CA 94611
------------------------------
------------------------------
Fax No.: 339-3756
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
30
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Tadish C. Durbin
--------------------
Signature: /s/ Tadish C. Durbin
------------------------------
Address: 85 Glen Av. #8
------------------------------
Oakland, CA 94611
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
31
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Patrick Flanigan
--------------------
Signature: /s/ Patrick Flanigan
------------------------------
Address: 6650 Pineneedle Dr.
------------------------------
Oakland, CA 94611
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
32
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Carol Friedman
--------------------
Signature: /s/ Carol Friedman
------------------------------
Address: 595 Euclid Ave.
------------------------------
Berkeley, CA 94708
------------------------------
------------------------------
Fax No.: 510-526-2699
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
33
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Umang Gupta
--------------------
Signature: /s/ Umang Gupta
------------------------------
Address: 523 Harvard Road
------------------------------
San Mateo, CA 94402
------------------------------
------------------------------
Fax No.: 650-344-2705
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
34
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Don Hackett
--------------------
Signature: /s/ Don Hackett
------------------------------
Address: 12 Sorrel Lane
------------------------------
San Carlos, CA 94070
------------------------------
------------------------------
Fax No.: 408-383-1875
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
35
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Kevin G. Hall Revocable Trust
-----------------------------
Signature: /s/ Kevin G. Hall
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
36
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: David J. Hanson
--------------------
Signature: /s/ David J. Hanson
------------------------------
Address: 744 San Simeon Dr.
------------------------------
Concord, CA 94518
------------------------------
------------------------------
Fax No.: 925-798-0334
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
37
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Dianne Helton
--------------------
Signature: /s/ Dianne Helton
------------------------------
Address: 405 Europa Way
------------------------------
Las Vegas, NV 89128
------------------------------
------------------------------
Fax No.: None
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
38
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Lavinia Hong
--------------------
Signature: /s/ Lavinia Hong
------------------------------
Address: 93 Homeglen Lane
------------------------------
Oakland, CA 94611
------------------------------
------------------------------
Fax No.: 510-339-6093
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
39
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: James Hunter
--------------------
Signature: /s/ James Hunter
------------------------------
Address: 10312 Belfort
------------------------------
Frisco, TX 75035
------------------------------
------------------------------
Fax No.: 972-361-6101
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
40
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
INFORMATION TECHNOLOGY VENTURES, L.P., ITV AFFILIATES FUND, L.P.,
a California limited partnership a California limited partnership
By: ITV MANAGEMENT, LLC By: ITV MANAGEMENT, LLC
a California limited liability company a California limited liability
company
Title: General Partner Title: General Partner
By: /s/ Mark Dubovoy By: /s/ Mark Dubovoy
---------------------------- --------------------------
Mark Dubovoy Mark Dubovoy
Title: Principal Member Title: Principal Member
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
41
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Eric Kiebler
--------------------
Signature: /s/ Eric Kiebler
------------------------------
Address: 7725 Skyline Blvd.
------------------------------
Oakland, CA 94611-1159
------------------------------
------------------------------
Fax No.: 510-339-8270
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
42
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: James C. Kraybill
--------------------
Signature: /s/ James C. Kraybill
------------------------------
Address: 376 San Jose Ave.
------------------------------
San Francisco, CA 94110
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
43
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Eugene R. Lopez
--------------------
Signature: /s/ Eugene R. Lopez
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
44
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Susan Macleod
--------------------
Signature: /s/ Susan M. Macleod
------------------------------
Address: 340 Kent Ave.
------------------------------
Kentfield, CA 94904
------------------------------
------------------------------
Fax No.: 415-464-1027
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
45
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Nancy McCune
--------------------
Signature: /s/ Nancy H. McCune
------------------------------
Address: 3980 Somerset Ave.
------------------------------
Castro Valley, CA 94546
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
46
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Deepak Natarajan
--------------------
Signature: /s/ Deepak Natarajan
------------------------------
Address: 11238 Terra Bella Dr.
------------------------------
Cupertino, CA 95014
------------------------------
------------------------------
Fax No.: 408-996-0110
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
47
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Norwest Venture Partners VII, L.P.
----------------------------------
Signature: /s/ Kevin G. Hall
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
48
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Teresa O'Keefe
--------------------
Signature: /s/ Teresa O'Keefe
------------------------------
Address: 2503 Papermill Rd.
------------------------------
Phoenix, MD 21131
------------------------------
------------------------------
Fax No.: 410-527-0786
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
49
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Carrie Pedraza
--------------------
Signature: /s/ Carrie Pedraza
------------------------------
Address: 17 Palm Avenue
------------------------------
Corte Madera, CA 94925
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
50
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Mark A. Potenzone
--------------------
Signature: /s/ Mark A. Potenzone
------------------------------
Address: 10342 Champions Way
------------------------------
Laurel, MD 20723
------------------------------
------------------------------
Fax No.: 301-317-3907
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
51
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Jeffrey J. Saenger
--------------------
Signature: /s/ Jeffrey J. Saenger
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
52
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Jerome E. Stanton
--------------------
Signature: /s/ Jerome E. Stanton
------------------------------
Address: 1696 Pleasant Hill Road
------------------------------
Pleasant Hill, CA 94523
------------------------------
------------------------------
Tel No.: 925-933-8678
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
53
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Linda Villers
--------------------
Signature: /s/ Linda Villers
------------------------------
Address: 299 Stilt Court
------------------------------
Foster City, CA 94404
------------------------------
------------------------------
Fax No.: 510-433-9329
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
54
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Deanna Wargowski
--------------------
Signature: /s/ Deanna Wargowski
------------------------------
Address: 1406 Bernard Way
------------------------------
Martinez, CA 94553
------------------------------
------------------------------
Fax No.: 925-372-5583
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
55
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Murray Warner
--------------------
Signature: /s/ Murray Warner
------------------------------
Address:
------------------------------
------------------------------
------------------------------
Fax No.:
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
56
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Patrick Welsh
--------------------
Signature: /s/ Patrick Welsh
------------------------------
Address: 2081 Mulberry Lane
------------------------------
Warrington, PA 18976
------------------------------
------------------------------
Fax No.: 215-918-0583
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
57
IN WITNESS WHEREOF, the undersigned Stockholder has executed this
Agreement effective as of the Effective Date.
Name of Stockholder: Jan Wesemann
--------------------
Signature: /s/ Jan L. Wesemann
------------------------------
Address: 130 Montalvo Rd.
------------------------------
Redwood City, CA 94062
------------------------------
------------------------------
Fax No.: 650/368-8843
------------------------------
[STOCKHOLDER SIGNATURE PAGE TO SHELF REGISTRATION AGREEMENT]
14
58
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Advanced Technology Ventures IV, L.P. 585,777
485 Ramona Street, #200
Palo Alto, CA 94301-1708
- -------------------------------------------------------------------------------------------------
Janet Alvies 1,305
2504 Pinecrest Court
Antioch, CA 94509
- -------------------------------------------------------------------------------------------------
Nan Ayers 83
2337-9th Street
Berkeley, CA 94710
- -------------------------------------------------------------------------------------------------
Baan Investment B.V. 27,972
Attention: M. Cornelisson, CFO
Vanenburgalee 13
P.O. Box 231
3880 AE Putten
The Netherlands
- -------------------------------------------------------------------------------------------------
Baharak Bavand 1,213
18 Bret Harte Road
San Rafael, CA 94901
- -------------------------------------------------------------------------------------------------
Inga S. Blankmeyer 50,349
c/o Jon T. Blankmeyer
883 Island Drive, Suite 212
Alameda, CA 94502
- -------------------------------------------------------------------------------------------------
Jon T. Blankmeyer 77,933
883 Island Drive, Suite 212
Alameda, CA 94502
- -------------------------------------------------------------------------------------------------
Page 1
59
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Olivia R. Blankmeyer 50,349
c/o Jon T. Blankmeyer
883 Island Drive, Suite 212
Alameda, CA 94502
- -------------------------------------------------------------------------------------------------
Jon T. Blankmeyer,
Trustee of the Blankmeyer Family Trust
U/D/T dated February 18, 1993 126,713
883 Island Drive Suite 212
Alameda, CA 94502
- -------------------------------------------------------------------------------------------------
Brentwood Affiliates Fund, L.P. 5,586
3000 Sand Hill Road
Bldg 1, Suite 260
Menlo Park, CA 94025
- -------------------------------------------------------------------------------------------------
Brentwood Associates VIII, L.P. 527,783
3000 Sand Hill Road
Bldg 1, Suite 260
Menlo Park, CA 94025
- -------------------------------------------------------------------------------------------------
William Champion 419
2112 Summer Hollow Lane
Edmond, OK 73013
- -------------------------------------------------------------------------------------------------
Philippe J. Chouraki 36,144
2975 Clay Street
San Francisco, CA 94114
- -------------------------------------------------------------------------------------------------
Comdisco, Inc. 18,441
Attention: James P. Labe
3000 Sand Hill Road
Building 1, Suite 155
Menlo Park, CA 94025
- -------------------------------------------------------------------------------------------------
John Cuellar 3,356
18 Sath Ct
Alameda, CA 94502
- -------------------------------------------------------------------------------------------------
Page 2
60
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Michael G. Deverell,
Trustee of the
Adele H. Deverell Irrevocable Trust 35,981
28 Edgement Circle
Walnut Creek, CA 94596
- -------------------------------------------------------------------------------------------------
Michael G. Deverell,
Trustee of the Deverell Family
Revocable Trust dated September 8, 1996 48,552
28 Edgement Circle
Walnut Creek, CA 94596
- -------------------------------------------------------------------------------------------------
David A. Duffield,
Trustee of the
David A. Duffield Trust dated 7/14/88 124,406
c/o PeopleSoft, Inc.
4440 Rosewood Drive, Building 4
Pleasanton, CA 94588
- -------------------------------------------------------------------------------------------------
Nathan E. Durbin 16,783
100 Pershing Drive
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
Samantha A. Durbin 16,783
100 Pershing Drive
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
Tadish C. Durbin 19,468
85 Glen Avenue #8
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
Gary Durbin 122
100 Pershing Drive
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
Gary Lee Durbin and Loretta Ann Durbin
as Trustees of the
Gary Lee Durbin and
Loretta Ann Durbin Trust 269,589
100 Pershing Drive
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
Page 3
61
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Patrick Flanigan 4,405
6650 Pineneedle Drive
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
Carol Friedman 5,874
595 Euclid Avenue
Berkeley, CA 94708
- -------------------------------------------------------------------------------------------------
Umang Gupta 1,188
523 Harvard Road
San Mateo, CA 94402
- -------------------------------------------------------------------------------------------------
Don Hackett 1,468
12 Sorrell Lane
San Carlos, CA 94070
- -------------------------------------------------------------------------------------------------
Kevin G. Hall,
Trustee of Kevin G. Hall
Revocable Trust 18,242
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
- -------------------------------------------------------------------------------------------------
David J. Hanson 36,755
744 San Simeon Drive
Concord, CA 94518
- -------------------------------------------------------------------------------------------------
Diane Helton 8,391
405 Europa Way
Las Vegas, NV 89128
- -------------------------------------------------------------------------------------------------
Lavinia Hong 419
93 Homeglen Lane
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
James W. Hunter 1,573
10312 Belfort Drive
Frisco, TX 75034
- -------------------------------------------------------------------------------------------------
Page 4
62
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Information Technology Ventures, L.P. 570,559
3000 Sand Hill Road
Building 1, Suite 280
Menlo Park, CA 94025
- -------------------------------------------------------------------------------------------------
ITV Affiliates Fund, L.P. 15,217
3000 Sand Hill Road
Building 1, Suite 280
Menlo Park, CA 94025
- -------------------------------------------------------------------------------------------------
Eric Kiebler 5,594
7725 Skyline Boulevard
Oakland, CA 94611
- -------------------------------------------------------------------------------------------------
James Colby Kraybill 587
376 San Jose Avenue
San Francisco, CA 94110
- -------------------------------------------------------------------------------------------------
Eugene R. Lopez 839
461-F Cork Harbor Circle
Redwood City, CA
- -------------------------------------------------------------------------------------------------
Susan Macleod 419
340 Kent Avenue
Kentfield, CA 94904
- -------------------------------------------------------------------------------------------------
Nancy McCune 629
3980 Somerset Avenue
Castro Valley, CA 94546
- -------------------------------------------------------------------------------------------------
Deepak Natarajan 14,615
11238 Terra Della Drive
Cupertino, CA 95014
- -------------------------------------------------------------------------------------------------
Norwest Venture Partners VII L.P. 468,229
245 Lytton Avenue, #250
Palo Alto, CA 94301
- -------------------------------------------------------------------------------------------------
Page 5
63
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Teresa O'Keefe 839
2503 Papermill Road
Phoenix, MD 21131
- -------------------------------------------------------------------------------------------------
Carrie Pedraza 230
17 Palm Avenue
Corte Madera, CA 94925
- -------------------------------------------------------------------------------------------------
Michael C. Phillips 1,949
501 Menlo Oaks Drive
Menlo Park, CA 94025-2347
- -------------------------------------------------------------------------------------------------
Platinum Venture Partners II, L.P. 81,215
1815 South Meyers Road
Oakbrook Terrace, IL 60181
- -------------------------------------------------------------------------------------------------
Mark A. Potenzone 1,748
10342 Champions Way
Laurel, MD 20723
- -------------------------------------------------------------------------------------------------
Jeffrey Saenger 9,003
30 Castle Crest Road
Alamo, CA 94507
- -------------------------------------------------------------------------------------------------
Jerome E. Stanton 63,165
1696 Pleasant Hill Road
Pleasant Hill, CA 94523
- -------------------------------------------------------------------------------------------------
Linda Villers 1,165
299 Stilt Court
Foster City, CA 94404
- -------------------------------------------------------------------------------------------------
Deanna Wargowski 4,731
1406 Bernard Way
Martinez, CA 94553
- -------------------------------------------------------------------------------------------------
Murray Warner 41
790 Gardiner Beach Road
Sequim, WA 98382
- -------------------------------------------------------------------------------------------------
Page 6
64
EXHIBIT A
LIST OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------
Name and Address Number of Shares of
Concur Common Stock
Held
- -------------------------------------------------------------------------------------------------
Patrick Welsh 419
2081 Mulberry Lane
Warrington, PA 18976
- -------------------------------------------------------------------------------------------------
Jan Wesemann 45,314
130 Montalvo Road
Redwood City, CA 94062
- -------------------------------------------------------------------------------------------------
Page 7