EXHIBIT 4.1
-----------
REGISTRATION RIGHTS AGREEMENT
-----------------------------
(Any exhibits or schedules that are omitted, are omitted pursuant to Item
601(b)(2) of Regulation S-K. The Registrant agrees, however, to furnish
supplementary a copy of such omitted items to the Commission upon request).
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 7, 2000, by and among
Lernout & Hauspie Speech Products N.V., a Belgian corporation ("Buyer"), L&H
Holdings USA, Inc., a Delaware corporation and a direct, wholly owned subsidiary
of Buyer, Dragon Systems, Inc., a Delaware corporation ("Company"), and the
Stockholder Representatives (as defined in the Merger Agreement described
below), is being entered into pursuant to an Agreement and Plan of Merger dated
as of March 27, 2000 (the "Merger Agreement") by and among Buyer, L&H Holdings
USA, Inc., Company and certain principal stockholders of Company.
ARTICLE I
---------
Definitions
-----------
SECTION 1.01. Definitions. As used in this Agreement, the following terms
-----------
shall have the following meanings:
"Affiliate" has the meaning set forth in Rule 12b-2, as in effect on the
---------
date hereof, under the Exchange Act.
"beneficially own" has the meaning set forth in Rule 13d-3, as in effect on
----------------
the date hereof, under the Exchange Act.
"Business Day" means any day that is not a Saturday, Sunday or other day on
------------
which banks are required or authorized by law to be closed in The City of New
York.
"Buyer" means Lernout & Hauspie Speech Products N.V., a Belgian
-----
corporation.
"Commission" means the U.S. Securities and Exchange Commission and any
----------
successor agency.
"Company" means Dragon Systems, Inc., a Delaware corporation.
-------
"Effective Date" means the date that the Registration Statement described
--------------
in Section 2.02 shall have been declared effective by the Commission.
"Effective Time" means the time that the Merger is effective under Delaware
--------------
General Corporation Law.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
------------
amended.
"Holder" means a Stockholder and any Permitted Transferee.
------
"Merger" Means the merger of the Company with an into a wholly-owned
------
subsidiary of Buyer as contemplated by the Merger Agreement.
"Merger Shares" Means the shares of Buyer Common Stock issued to the
-------------
holders of Company Common Stock as of the Effective Time under Section 2.1(c) of
the Merger Agreement.
"Permitted Transferee" means in the case of each Stockholder: (a) any
--------------------
Affiliate of the Stockholder or of any member of such Stockholder's immediate
family; (b) spouses, lineal descendants and members of the Stockholder's
immediate family or trusts for their benefits; or (c) upon such Stockholder's
death, such Stockholder's executors, administrators, testamentary trustees,
legatees, heirs and beneficiaries.
"Person" means any individual, firm, corporation, partnership, limited
------
partnership, limited liability company, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Exchange Act.
"Register," "registered" and "registration" shall refer to a
-------- ---------- ------------
registration effected by preparing and filing with the Commission a registration
statement on Form F-3 (or any successor short form registration statement
involving a similar amount of disclosure, or if not then ineligible to use any
such form, then any other available form of registration statement) and the
declaration or ordering of effectiveness of such registration statement or
document.
"Registration Period Termination Date" means the earlier to occur of
------------------------------------
the second anniversary of the Effective Date or the date upon which there are no
longer any Registrable Shares.
"Registrable Stock" means the Merger Shares and any securities issued or
-----------------
issuable with respect to any Merger Shares by way of conversion, exchange,
replacement, stock dividend, stock split or other distribution or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise. For purposes of this Agreement, any Registrable
Stock shall cease to be Registrable Stock when (i) a registration statement
covering such Registrable Stock has been declared effective and such Registrable
Stock has been disposed of pursuant to such effective registration statement,
(ii) such Registrable Stock is sold by a Person in a transaction in which the
rights under the provisions of this Agreement are not assigned pursuant to the
terms hereof, (iii) such Registrable Stock is sold pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the Securities Act
without registration under the Securities Act, (iv) the Registrable Stock is
capable of being sold pursuant to Rule 144(k) (or any similar provision then in
force, but not rule 144A).
"Securities Act" means the United States Securities Act of 1933, as
--------------
amended.
"Stockholder" means a holder of Common Stock of the Company who will
-----------
be receiving Merger Shares as of the Effective Time.
"Stockholders Representatives" means Janet Baker and Donald Waite.
----------------------------
Other capitalized terms used herein but not defined shall have the meanings
set forth in the Merger Agreement.
ARTICLE II
----------
Registration Rights
-------------------
SECTION 2.01. Restrictive Legend. (a) Each certificate representing shares of
------------------
Registrable Stock shall be stamped or otherwise imprinted with a legend
substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES
WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SHARES MAY NOT BE SOLD, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT.
(b) The Buyer shall, at the request of the each Shareholder, remove
from each certificate evidencing Merger Shares the legend described in Section
2.01(a) if in the opinion of counsel reasonably satisfactory to the Buyer the
securities evidenced thereby may be publicly sold without restriction without
registration under the Securities Act.
SECTION 2.02. Registration Statement. Subject to the provisions of Section
----------------------
2.03, the Buyer shall:
(a) as soon as practicable after the Effective Time, but in no event
later than five (5) business days thereafter or May 31, 2000 (whichever is
later), file (or confidentially submit so long as it does not delay the review
by the Commission) with the Commission a registration statement under the
Securities Act on Form F-3 (or any successor short form registration involving a
similar amount of disclosure; or if then ineligible to use any such form, then
any other available form of registration statement) for a public offering of all
the Registrable Stock to be made on a continuous basis pursuant to Rule 415 of
the Securities Act (the "Registration Statement"); and use its best efforts to
cause such Registration Statement to become and remain effective until the
Registration Period Termination Date; and promptly notify the Stockholder
Representatives of such filing.
(b) prepare and file with the Commission such amendments and supplements
to the Registration Statement and the prospectus used in connection therewith
("Prospectus") as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Stock covered
by the Registration Statement and promptly notify the Holders of any stop order
issued or, to the Buyer's knowledge, threatened to be issued by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered;
(c) furnish to the Holders such numbers of copies of the Registration
Statement and the Prospectus and any amendments or supplements thereto in
conformity with the requirements of the Securities Act and any Agreements filed
therewith and such other documents and information as they may reasonably
request;
(d) use its best efforts to register or qualify the Registrable Stock
covered by the Registration Statement under such other securities or blue sky
laws of such jurisdiction within the United States as shall be reasonably
appropriate for the distribution of the Registrable Stock covered by the
Registration Statement; provided, however, that the Buyer shall not be required
-------- -------
in connection therewith or as a condition thereto to qualify to do business in
or to file a general consent to service of process in any jurisdiction wherein
it would not but for the requirements of this paragraph (d) be obligated to do
so; and provided, further, that the Buyer shall not be required to qualify such
-------- -------
Registrable Stock in any jurisdiction in which the securities regulatory
authority requires that any Holder submit any shares of its Registrable Stock to
the terms, provisions and restrictions of any escrow, lockup or similar
agreement(s) for consent to sell Registrable Stock in such jurisdiction unless
such Holder agrees to do so;
(e) promptly notify each Holder for whom such Registrable Stock is
covered by the Registration Statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made, and at the request of
any such Holder promptly prepare and furnish to such Holder a reasonable number
of copies of a supplement to or an amendment of such Prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such Prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made.
SECTION 2.03. Holder Obligations. (a) It shall be a condition precedent
------------------
to the obligations of the Buyer to take any action pursuant to this Agreement
that the Holders shall furnish to the Buyer such information regarding
themselves, their relationship with the Buyer and its Affiliates, their
beneficial ownership of Buyer Common Stock, the Registrable Stock held by them,
and the intended method of disposition, if any, of such securities as the Buyer
shall reasonably request and as shall be required in connection with the action
to be taken by the Buyer.
(b) The Buyer may, upon written notice to a Holder, suspend the Holder's
use of the Prospectus if the Buyer determines in good faith that sales under the
Registration Statement or Prospectus would require the disclosure of non-public
information material to the Buyer at a time when the Buyer determines that such
disclosure would have a material adverse effect on the Buyer; provided that the
--------
Buyer may not effect any suspension under this Section 2.03 (b) more than two
times in any twelve-month period, and all suspensions under this Section 2.03(b)
in any twelve-month period shall not exceed 30 days in the aggregate. Each
Holder further agrees by acquisition of such Registrable Stock that, upon
receipt of any notice from the Buyer of the happening of any event of the kind
described in this Section 2.03(b), such Holder will forthwith discontinue
disposition of such Registrable Stock covered by the registration (other than in
transactions exempt from the registration requirements under the Securities Act)
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 2.02(e), or until it is advised in writing by
the Buyer that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus.
(c) Each Holder understands that information provided to it pursuant to
any notice under Section 2.03(b) or otherwise pursuant to this Agreement or any
of the registrations to be effected hereby may contain confidential information,
as designated in writing by the Buyer, and agrees that unless such information
otherwise becomes generally known to the public to maintain such information in
confidence and not use such information for its own benefit other than as
expressly contemplated by this Agreement.
(d) Each Holder agrees to comply with the prospectus delivery requirements
under the Securities Act in connection with the sale of any Registrable Stock
pursuant to the Registration Statement.
(e) Each Holder hereby appoint Janet Baker and Donald Waite as the
Stockholders Representatives.
SECTION 2.04. Expenses of Registration. All expenses incurred by the
------------------------
Buyer in connection with the filing of the Registration Statement pursuant to
Section 2.02 of this Agreement, excluding underwriters' discounts and
commissions, but including without limitation all registration, filing and
qualification fees, word processing, duplicating, printers' and accounting fees
(including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance), fees of the National
Association of Securities Dealers, Inc. or listing fees, messenger and delivery
expenses, all fees and expenses of complying with state securities or blue sky
laws, and the fees and disbursements of counsel for the Buyer, and the
reasonable fees and expenses of one counsel for the Holders designated by the
Stockholders Representatives, shall be paid by the Buyer. The Holders shall bear
and pay the underwriting commissions and discounts applicable to securities
offered for their account and the fees and disbursements of their counsel in
connection with any registrations, filings and qualifications made pursuant to
this Agreement.
SECTION 2.05. Indemnification. In the event any Registrable Stock is
---------------
included in a registration statement under this Agreement:
(a) The Buyer shall indemnify and hold harmless each Holder, such Holder's
directors, officers, agents, trustees and stockholders, and each Person who
participates in the offering of such Registrable Stock, including underwriters
(as defined in the Securities Act), and each Person, if any, who controls such
Holder or participating Person within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which they may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or proceedings in respect
thereof) arise out of or are based on any untrue or alleged untrue statement of
any material fact contained in such Registration Statement, preliminary
prospectus or final prospectus included therein, or any amendment or supplement
thereto, or any document incorporated therein by reference or any other such
disclosure document (hereinafter collectively, "Disclosure Documents") or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each such Holder, such Holder's
directors and officers, such participating person or controlling person for any
legal or other expenses reasonably incurred by them (but not in excess of
expenses incurred in respect of one counsel for all of them, subject to the
limitations set forth in Section 2.05(c)) in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
-------- -------
that the indemnity agreement contained in this Section 2.05(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 the Buyer; provided, further, that the Buyer shall not be
-------- -------
liable to any Holder, such Holder's directors, officers, agents, trustees and
stockholders, and participating Person or controlling Person 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: (i) an untrue statement or alleged untrue
statement or omission or alleged omission made in connection with such
registration statement, preliminary prospectus, final prospectus or amendments
or supplements thereto, in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, such Holder's directors, officers, agents, trustees and
stockholders, and participating Person or controlling Person; or (ii) an untrue
statement or alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus, final
prospectus or amendments or supplements thereto corrected in a final or amended
registration statement or prospectus if such Holder or underwriter received
written notice of, and a copy of, such final or amended prospectus prior to the
confirmation of any sale but failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the Registrable Stock
to the person asserting such loss, claim, damage or liability. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of any such Holder, such Holder's directors, officers, agents,
trustees and stockholders, and participating Person or controlling Person, and
shall survive the transfer of such securities by such Holder.
(b) Each Holder requesting or joining in a registration severally and not
jointly shall indemnify and hold harmless the Buyer, each of its directors and
officers, each Person, if any, who controls the Buyer within the meaning of the
Securities Act, and each agent and any underwriter for the Buyer (within the
meaning of the Securities Act) against any losses, claims, damages or
liabilities, joint or several, to which the Buyer or any such director, officer,
controlling Person, agent or underwriter may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or proceedings in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in a Disclosure Document or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary or final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by or on behalf of such Holder expressly for use in connection with
such registration; and each such Holder shall reimburse any legal or other
expenses reasonably incurred by the Buyer or any such director, officer,
controlling Person, agent or underwriter (but not in excess of expenses incurred
in respect of one counsel for all of 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 2.05(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 such Holder, and
provided, further, that the liability of each Holder hereunder shall be limited
- -------- -------
to the net amount received by such Holder from the sale of all Registrable Stock
covered by such registration statement.
(c) Promptly after receipt by an indemnified party under this Section 2.05
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 2.05, notify the indemnifying party in writing of the commencement
thereof and the indemnifying party shall have the right to participate
in and assume the defense thereof with counsel selected by the indemnifying
party and reasonably satisfactory to the indemnified party (unless: (i) the
indemnifying party and such indemnified party shall have mutually agreed to the
retention of such counsel; or (ii) in the reasonable opinion of such indemnified
party 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, in which case the indemnified party shall be
reimbursed by the indemnifying party for the reasonable expenses incurred in
connection with retaining separate legal counsel); provided, however, that an
-------- -------
indemnified party shall have the right to retain its own counsel, with all fees
and expenses thereof to be paid by such indemnified party, and to be apprised of
all progress in any proceeding the defense of which has been assumed by the
indemnifying party. The failure to notify an indemnifying party promptly of the
commencement of any such action shall not relieve the indemnifying party from
any liability in respect of such action which it may have to such indemnified
party on account of the indemnity contained in this Section 2.05, unless (and
only to the extent) the indemnifying party was prejudiced by such failure, and
in no event shall such failure relieve the indemnifying party from any other
liability which it may have to such indemnified party. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any claim or pending or threatened proceeding in respect of which
the indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement includes
an unconditional release of such indemnified party from all liability arising
out of such claim or proceeding.
(d) (i) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages or
liabilities referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
(ii) The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 2.05(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
ARTICLE III
-----------
Miscellaneous
-------------
SECTION 3.01. Transfer of Registration Rights. The registration rights of
-------------------------------
any Holder under this Agreement with respect to any Registrable Stock may be
transferred to a Permitted Transferee; provided, however, that: (i) the
-------- -------
transferring Holder shall give the Buyer notice at or prior to the time of such
transfer stating the name and address of the transferee and identifying the
securities with respect to which the rights under this Agreement are to be
transferred; (ii) such transferee shall agree in writing, in form and substance
reasonably satisfactory to the Buyer, to be bound as a Holder by the provisions
of this Agreement; and (iii) immediately following such transfer the further
disposition of such securities by such transferee is restricted under the
Securities Act. Any transfer of Registrable Stock other than as set forth in
this Section 3.01 shall cause such Registrable Stock to lose such status.
SECTION 3.02. Interpretation. (a) The headings contained in this
--------------
Agreement and, in the table of contents to this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(b) In the event of an ambiguity or a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Agreement.
(c) The definitions of the terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise: (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein); (ii) any reference
herein to any Person shall be construed to include the Person's successors and
permitted assigns; (iii) the words "herein", "hereof" and "hereunder", and words
of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof; and (iv) all references herein to
Articles and Sections shall be construed to refer to Articles and Sections of
this Agreement.
SECTION 3.03. Amendments. No amendment, modification or waiver in respect
----------
of this Agreement shall be effective unless it shall be in writing and signed by
the Buyer and the Stockholder Representatives.
SECTION 3.04. Assignment. Except where otherwise expressly provided
----------
herein, this Agreement and the rights and obligations hereunder shall not be
assignable or transferable by the parties hereto (except by operation of law in
connection with a merger, or sale of substantially all the assets, of the
parties hereto) without the prior written consent of the other parties hereto.
Any attempted assignment in violation of this Section 3.04 shall be void.
SECTION 3.05. No Third-Party Beneficiaries. This Agreement is for the
----------------------------
sole benefit of the parties hereto and their permitted assigns and nothing
herein expressed or implied shall give or be construed to give to any Person,
other than the parties hereto and such assigns, any legal or equitable rights
hereunder.
SECTION 3.06. Notices. All notices or other communications required or
-------
permitted to be given hereunder shall be in writing and shall be delivered by
hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid, by
registered, certified or express mail or reputable overnight courier service and
shall be deemed given when so delivered by hand, telexed, cabled or telecopied,
or if mailed, five days after mailing (two Business Days in the case of express
mail or overnight courier service), as follows:
(i) if to the Buyer,
Lernout & Hauspie Speech Products N.V.
Flanders Language Valley 50
B-8900, Ieper, Belgium
Attn: President
Tel #: 011-32-5722-8888
Fax #: 011-32-5720-8489
with a copy to:
Brown, Rudnick, Freed & Gesmer, P.C.
One Financial Center
Boston, MA 02111
Attention: Philip J. Flink
Tel #: (617) 856-8200
Fax #: (617) 856-8201
(ii) if to the Stockholders, to the Stockholder Representatives,
Janet M. Baker
173 Highland Street
West Newton, MA 02165
Tel #: (617) 964-6710
Fax #: (617) 332-9575
and
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, CA 05006
Attn: Donald L. Waite
Tel #: (831) 439-2210
Fax #: (831) 438-2957
with a copy to:
Sarah Rothermel, Esq.
Hale and Dorr LLP
60 State Street
Boston MA 02109
Tel #: (617) 526-6000
Fax #: (617) 526-5000
SECTION 3.07. Counterparts. This Agreement may be executed in one or more
------------
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party. Copies of executed
counterparts transmitted by telecopy, telefax or other electronic transmission
service shall be considered original executed counterparts for purposes of this
Section 3.07; provided that receipt of copies of such counterparts is confirmed.
--------
SECTION 3.08. Severability. If any provision of this Agreement (or any
------------
portion thereof) or the application of any such provision (or any portion
thereof) to any Person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion thereof) or the application of such provision
to any other Persons or circumstances.
SECTION 3.09. Consent to Jurisdiction. Each of the parties hereto
-----------------------
irrevocably submits to the exclusive jurisdiction of (a) a Federal court for the
District of Massachusetts; and (b) any Commonwealth of Massachusetts court
located in the County of Suffolk, for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated hereby.
Each of the Buyer, the Buyer, the Stockholder Representatives and the
Stockholders agrees to commence any action, suit or proceeding relating hereto
either in a Federal Court for the District of Massachusetts or in a Commonwealth
of Massachusetts court located in the County of Suffolk. Each of the parties
hereto further agrees that service of any process, summons, notice or document
by U.S. registered mail to such party's respective address set forth above shall
be effective service of process for any action, suit or proceeding in the
Commonwealth of Massachusetts with respect to any matters to which it has
submitted to jurisdiction in this Section 3.09. Each of the parties hereto
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in: (i) any Federal court for the District of Massachusetts;
or (ii) any Commonwealth of Massachusetts court located in the County of
Suffolk, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
SECTION 3.10. Waiver of Jury Trial. Each of the parties hereto hereby
--------------------
waives to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement. Each of the parties hereto:
(a) certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver; and (b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement, by, among other things, the mutual waivers and certifications in this
Section 3.10.
SECTION 3.11. Specific Performance. The parties hereto agree that
--------------------
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
SECTION 3.12. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the internal laws of the Commonwealth of
Massachusetts applicable to agreements made and to be performed entirely within
such Commonwealth, without regard to the conflicts of law principles of such
Commonwealth.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement or caused the same to be executed by their duly authorized
representatives as of the date first stated hereinabove.
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ Gaston Bastiaens
---------------------------------------
Gaston Bastiaens
President and Chief Executive Officer
L&H HOLDINGS USA, INC.
By: /s/ Gaston Bastiaens
---------------------------------------
Gaston Bastiaens
President and Chief Executive Officer
DRAGON SYSTEMS, INC.
By: /s/ Janet M. Baker
---------------------------------------
Janet M. Baker
Chairman`
STOCKHOLDER REPRESENTATIVES:
/s/ Janet M. Baker
--------------------------------------------
Janet M. Baker
/s/ Donald L. Waite
--------------------------------------------
Donald L. Waite