Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
February 11, 1991
To each of the several Purchasers
(the "Purchasers") named in Schedule
I to the Series A Convertible
Preferred Stock Purchase Agreement of
even date herewith and to BEB Limited
Partnership I and BEB Limited Partnership II
Gentlemen:
This will confirm that in consideration of the Purchasers' agreement on the
date hereof to purchase an aggregate of 630,516 shares (the "Preferred Shares")
of Series A Convertible Preferred Stock, $.01 par value ("Preferred Stock"), of
Credit Technologies, Inc., a Delaware corporation (the "Company"), pursuant to
the Series A Convertible Preferred Stock Purchase Agreement of even date
herewith (the "Purchase Agreement") between the Company and the Purchasers and
as an inducement to the Purchasers to consummate the transactions contemplated
by the Purchase Agreement, the Company covenants and agrees with each of the
Purchasers, BEB Limited Partnership I and BEB Limited Partnership II as follows:
1. Certain Definitions. As used in this Agreement, the following terms
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shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
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other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $.01 par value, of the
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Company, as constituted as of the date of this Agreement.
"Conversion Shares" shall mean shares of Common Stock issued upon
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conversion of the Preferred Shares.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"Registration Expenses" shall mean the expenses so described in
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Section 8.
"Restricted Stock" shall mean (i) the 733,333 shares of Common Stock
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held by BEB Limited Partnership I on the date hereof, (ii) the 244,444
shares of Common Stock held by BEB Limited Partnership II on the date
hereof and (iii) the Conversion Shares, excluding, in each case, Common
Stock and
Conversion Shares which have been (a) registered under the Securities Act
pursuant to an effective registration statement filed thereunder and
disposed of in accordance with the registration statement covering them or
(b) publicly sold pursuant to Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
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any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 8.
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2. Restrictive Legend. Each certificate representing Preferred Shares
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or Restricted Stock shall, except as otherwise provided in this Section 2 or in
Section 3, be stamped or otherwise imprinted with a legend substantially in the
following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS
BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE."
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company (it being agreed that Testa, Hurwitz & Thibeault
shall be satisfactory) the securities being sold thereby may be publicly sold
without registration under the Securities Act.
3. Notice of Proposed Transfer. Prior to any proposed transfer of any
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Preferred Shares or Restricted Stock (other than under the circumstances
described in Sections 4, 5 or 6), the holder thereof shall give written notice
to the Company of its intention to effect such transfer. Each such notice shall
describe the manner of the proposed transfer and, if requested by the Company,
shall be accompanied by an opinion of counsel satisfactory to the Company (it
being agreed that Testa, Hurwitz & Thibeault shall be satisfactory) to the
effect that the proposed transfer may be effected without registration under the
Securities Act, whereupon the holder of such stock shall be entitled to transfer
such stock in accordance with the terms of its notice; provided, however, that
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no such opinion of counsel shall be required for a transfer to one or more
partners of the transferor (in the case of a transferor that is a partnership)
or to an affiliated corporation (in the case of a transferor that is a
corporation). Each certificate for Preferred Shares or Restricted Stock
transferred as above provided shall bear the legend set forth in Section 2,
except that such certificate shall not bear such legend if (i) such transfer is
in accordance with
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the provisions of Rule 144 (or any other rule permitting public sale without
registration under the Securities Act) or (ii) the opinion of counsel referred
to above is to the further effect that the transferee and any subsequent
transferee (other than an affiliate of the Company) would be entitled to
transfer such securities in a public sale without registration under the
Securities Act. The restrictions provided for in this Section 3 shall not apply
to securities which are not required to bear the legend prescribed by Section 2
in accordance with the provisions of that Section.
4. Required Registration. (a) At any time after the earlier of (i) six
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months after any registration statement covering a public offering of securities
of the Company under the Securities Act shall have become effective, and (ii)
the fifth anniversary of the date of this Agreement, the holders of Restricted
Stock constituting at least 40% of the total shares of Restricted Stock then
outstanding may request the Company to register under the Securities Act all or
any portion of the shares of Restricted Stock held by such requesting holder or
holders for sale in the manner specified in such notice, provided that the
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shares of Restricted Stock for which registration has been requested shall
constitute at least 20% of the total shares of Restricted Stock originally
issued (as adjusted as may be required from time to time by Section 10 hereof)
if such holder or holders shall request the registration of less than all shares
of Restricted Stock then held by such holder or holders (or any lesser
percentage if the reasonably anticipated aggregate price to the public of such
public offering would exceed $2,000,000). For purposes of this Section 4 and
Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to
include, without limiting the definition of such term as set forth in Section 1
hereof, the number of shares of Restricted Stock which would be issuable to a
holder of Preferred Shares upon conversion of all shares of Preferred Stock held
by such holder at such time, provided, however, that the only securities which
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the Company shall be required to register pursuant hereto shall be shares of
Common Stock, and provided, further, however, that, in any underwritten public
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offering contemplated by this Section 4 or Sections 5 and 6, the holders of
Preferred Shares shall be entitled to sell such Preferred Shares to the
underwriters for conversion and sale of the shares of Common Stock issued upon
conversion thereof. Notwithstanding anything to the contrary contained herein,
no request may be made under this Section 4 within 120 days after the effective
date of a registration statement filed by the Company covering a firm commitment
underwritten public offering in which the holders of Restricted Stock shall have
been entitled to join pursuant to Sections 5 or 6 and in which there shall have
been effectively registered all shares of Restricted Stock as to which
registration shall have been requested.
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(b) Following receipt of any notice under this Section 4, the Company
shall immediately notify all holders of Restricted Stock from whom notice has
not been received and shall use its best efforts to register under the
Securities Act, for public sale in accordance with the method of disposition
specified in such notice from requesting holders, the number of shares of
Restricted Stock specified in such notice (and in all notices received by the
Company from other holders within 30 days after the giving of such notice by the
Company). If such method of disposition shall be an underwritten public
offering, the holders of a majority of the shares of Restricted Stock to be sold
in such offering may designate the managing underwriter of such offering,
subject to the approval of the Company, which approval shall not be unreasonably
withheld or delayed. The Company shall be obligated to register Restricted
Stock pursuant to this Section 4 on two occasions only, provided, however, that
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such obligation shall be deemed satisfied only when a registration statement
covering all shares of Restricted Stock specified in notices received as
aforesaid, for sale in accordance with the method of disposition specified by
the requesting holders, shall have become effective and, if such method of
disposition is a firm commitment underwritten public offering, all such shares
shall have been sold pursuant thereto.
(c) The Company shall be entitled to include in any registration
statement referred to in this Section 4, for sale in accordance with the method
of disposition specified by the requesting holders, shares of Common Stock to be
sold by the Company for its own account, except as and to the extent that, in
the opinion of the managing underwriter (if such method of disposition shall be
an underwritten public offering), such inclusion would adversely affect the
marketing of the Restricted Stock to be sold. Except for registration
statements on Form S-4, S-8 or any successor thereto, the Company will not file
with the Commission any other registration statement with respect to its Common
Stock, whether for its own account or that of other stockholders, from the date
of receipt of a notice from requesting holders pursuant to this Section 4 until
the completion of the period of distribution of the registration contemplated
thereby.
5. Incidental Registration. If the Company at any time (other than
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pursuant to Section 4 or Section 6) proposes to register any of its securities
under the Securities Act for sale to the public, whether for its own account or
for the account of other security holders or both (except with respect to
registration statements on Forms S-4, S-8 or another form not available for
registering the Restricted Stock for sale to the public), each such time it will
give written notice to all holders of outstanding Restricted Stock of its
intention so to do. Upon the written request of any such holder, received by
the Company within 30 days after the giving of any such notice by the
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Company, to register any of its Restricted Stock (which request shall state the
intended method of disposition thereof), the Company will use its best efforts
to cause the Restricted Stock as to which registration shall have been so
requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder (in accordance with its
written request) of such Restricted Stock so registered. In the event that any
registration pursuant to this Section 5 shall be, in whole or in part, an
underwritten public offering of Common Stock, the number of shares of Restricted
Stock to be included in such an underwriting may be reduced (pro rata among the
requesting holders based upon the number of shares of Restricted Stock owned by
such holders) if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company therein, provided, however, that such
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number of shares of Restricted Stock shall not be reduced if any shares are to
be included in such underwriting for the account of any person other than the
Company or requesting holders of Restricted Stock, and provided, further,
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however, that in no event may less than one-third of the total number of shares
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of Common Stock to be included in such underwriting be made available for shares
of Restricted Stock. Notwithstanding the foregoing provisions, the Company may
withdraw any registration statement referred to in this Section 5 without
thereby incurring any liability to the holders of Restricted Stock.
6. Registration on Form S-3. If at any time (i) a holder or holders of
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Preferred Shares or Restricted Stock request that the Company file a
registration statement on Form S-3 or any successor thereto for a public
offering of all or any portion of the shares of Restricted Stock held by such
requesting holder or holders, the reasonably anticipated aggregate price to the
public of which would exceed $500,000, and (ii) the Company is a registrant
entitled to use Form S-3 or any successor thereto to register such shares, then
the Company shall use its best efforts to register under the Securities Act on
Form S-3 or any successor thereto, for public sale in accordance with the method
of disposition specified in such notice, the number of shares of Restricted
Stock specified in such notice. Whenever the Company is required by this Section
6 to use its best efforts to effect the registration of Restricted Stock, each
of the procedures and requirements of Section 4 (including but not limited to
the requirement that the Company notify all holders of Restricted Stock from
whom notice has not been received and provide them with the opportunity to
participate in the offering) shall apply to such registration, provided,
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however, that there shall be no limitation on the number of registrations on
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Form S-3 which may be requested and obtained under this Section 6, and
provided, further, however, that the requirements contained in the first
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sentence of Section 4(a) shall not apply to any registration on Form S-3 which
may be requested and obtained under this Section 6.
7. Registration Procedures. If and whenever the Company is required by
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the provisions of Sections 4, 5 or 6 to use its best efforts to effect the
registration of any shares of Restricted Stock under the Securities Act, the
Company will promptly:
(a) prepare and file with the Commission a registration statement
(which, in the case of an underwritten public offering pursuant to Section 4,
shall be on Form S-1 or other form of general applicability satisfactory to the
managing underwriter selected as therein provided) with respect to such
securities and use its best efforts to cause such registration statement to
become and remain effective for the period of the distribution contemplated
thereby (determined as hereinafter provided);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (a) above and comply with the provisions of
the Securities Act with respect to the disposition of all Restricted Stock
covered by such registration statement in accordance with the sellers' intended
method of disposition set forth in such registration statement for such period;
(c) furnish to each seller of Restricted Stock and to each underwriter
such number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably may
request in order to facilitate the public sale or other disposition of the
Restricted Stock covered by such registration statement;
(d) use its best efforts to register or qualify the Restricted Stock
covered by such registration statement under the securities or "blue sky" laws
of such jurisdictions as the sellers of Restricted Stock or, in the case of an
underwritten public offering, the managing underwriter reasonably shall request,
provided, however, that the Company shall not for any such purpose be required
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to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of
process in any such jurisdiction;
(e) use its best efforts to list the Restricted Stock covered by such
registration statement with any securities exchange, if any, on which the Common
Stock of the Company is then listed;
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(f) immediately notify each seller of Restricted Stock and each
underwriter under such 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 of which the Company has knowledge as a result of which
the prospectus contained in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;
(g) if the offering is underwritten and at the request of any seller
of Restricted Stock, use its best efforts to furnish on the date that Restricted
Stock is delivered to the underwriters for sale pursuant to such registration:
(i) an opinion dated such date of counsel representing the Company for the
purposes of such registration, addressed to the underwriters and to such seller,
stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (B) the registration statement, the related prospectus and each amendment
or supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters or by
such seller or its counsel and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request;
and
(h) make available for inspection by each seller of Restricted Stock,
any underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such seller
or underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such seller,
underwriter, attorney,
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accountant or agent in connection with such registration statement.
For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Restricted Stock in any other registration shall be deemed to extend until
the earlier of the sale of all Restricted Stock covered thereby and 120 days
after the effective date thereof.
In connection with each registration hereunder, the sellers of Restricted
Stock will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.
In connection with each registration pursuant to Sections 4, 5 or 6
covering an underwritten public offering, the Company and each seller agree to
enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature.
8. Expenses. All expenses incurred by the Company in complying with
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Sections 4, 5 and 6, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, costs of insurance and fees and
disbursements of one counsel for the sellers of Restricted Stock, but excluding
any Selling Expenses, are called "Registration Expenses". All underwriting
discounts and selling commissions applicable to the sale of Restricted Stock are
called "Selling Expenses".
Except as may otherwise be required by various blue sky laws, the Company
will pay all Registration Expenses in connection with each registration
statement under Sections 4, 5 or 6. All Selling Expenses in connection with each
registration statement under Sections 4, 5 or 6 shall be borne by the
participating sellers in proportion to the number of shares sold by each, or by
such participating sellers other than the Company (except to the extent the
Company shall be a seller) as they may agree.
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9. Indemnification and Contribution. (a) In the event of a registration
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of any of the Restricted Stock under the Securities Act pursuant to Sections 4,
5 or 6, the Company will indemnify and hold harmless each seller of such
Restricted Stock thereunder, each underwriter of such Restricted Stock
thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Restricted Stock was registered under the Securities Act
pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, 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 in
light of the circumstances under which they were made not misleading, and will
reimburse each such seller, each such underwriter and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action, provided, however, that the Company will not be liable in any such case
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if and to the extent that any such loss, claim,, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information furnished by any such
seller, any such underwriter or any such controlling person in writing
specifically for use in such registration statement or prospectus.
(b) In the event of a registration of any of the Restricted Stock
under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such
Restricted Stock thereunder, severally and not jointly, will indemnify and hold
harmless the Company, each person, if any, who controls the Company within the
meaning of the Securities Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several, to which
the Company or such officer, director, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement under which such Restricted Stock
was registered under the Securities Act pursuant to Sections 4, 5 or 6, any
preliminary prospectus or final
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prospectus contained therein, or any amendment or supplement thereof, 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 in light of the circumstances under which they were made not misleading,
and will reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided however, that such seller will be liable hereunder
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in any such case if and only to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to such seller, as such, furnished in
writing to the Company by such seller specifically for use in such registration
statement or prospectus, and provided, further, however, that the liability of
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each seller hereunder shall be limited to the proportion of any such loss,
claim, damage, liability or expense which is equal to the proportion that the
public offering price of the shares sold by such seller under such registration
statement bears to the total public offering price of all securities sold
thereunder, but not in any event to exceed the proceeds received by such seller
from the sale of Restricted Stock covered by such registration statement.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 9 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 9 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 9 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided,
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however, that, if the defendants in any such action include both the indemnified
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party and the indemnifying party and the indemnified party shall have
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reasonably concluded that there may be reasonable defenses available to it which
are different from or in addition to those available to the indemnifying party
or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a single separate counsel and to assume such
legal defenses and otherwise to participate in the defense of such action, with
the expenses and fees of such separate counsel and other reasonable expenses
related to such participation to be reimbursed by the indemnifying party as
incurred.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder of
Restricted Stock exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Section 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 9 provides for
indemnification in such case, or (ii) contribution under the Securities Act may
be required on the part of any such selling holder or any such controlling
person in circumstances for which indemnification is provided under this Section
9; then, and in each such case, the Company 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 Restricted Stock offered by the registration statement
bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining
portion; provided, however, that, in any such case, (A) no such holder will be
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require to contribute any amount in excess of the public offering price of all
such Restricted Stock offered by it pursuant to such registration statement; and
(B) no person or entity guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person or entity who was not guilty of such fraudulent
misrepresentation.
10. Changes in Common Stock or Preferred Stock. If, and as often as,
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there is any change in the Common Stock or the Preferred Stock by way of a stock
split, stock dividend, combination or reclassification, or through a merger,
consolidation, reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions hereof so that the rights
and privileges granted hereby shall continue with respect to the Common Stock or
the Preferred Stock as so changed.
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11. Rule 144 Reporting. With a view to making available the benefits of
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certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Stock to the public without registration, at all times
after 90 days after any registration statement covering a public offering of
securities of the Company under the Securities Act shall have become effective,
the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(c) furnish to each holder of Restricted Stock forthwith upon request
a written statement by the Company as to its compliance with the reporting
requirements of such Rule 144 and of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed by the Company as such holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such holder to sell any Restricted Stock without
registration.
12. Representations and Warranties of the Company. The
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Company represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Charter or By-laws of the Company or any provision of any
indenture, agreement or other instrument to which it or any of its properties or
assets is bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument or result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of
the Company.
(b) This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms.
13. Miscellaneous.
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(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns
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of the parties hereto (including without limitation transferees of any Preferred
Shares or Restricted Stock), whether so expressed or not, provided, however that
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registration rights conferred herein on the holders of Preferred Shares or
Restricted Stock shall only inure to the benefit of a transferee of Preferred
Shares or Restricted Stock if (i) there is transferred to such transferee at
least 20% of the total shares of Restricted Stock originally issued (as adjusted
as may be required from time to time by Section 10 hereof) pursuant to the
Purchase Agreement to the direct or indirect transferor of such transferee or
(ii) such transferee is a partner, shareholder or affiliate of a party hereto.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by certified or registered mail, return
receipt requested, postage prepaid, or telexed or telecopied, in the case of
non-U.S. residents, addressed as follows:
if to the Company or any other party hereto, at the address of such
party set forth in the Purchase Agreement;
if to any subsequent holder of Preferred Shares or Restricted Stock,
to it at such address as may have been furnished to the Company in writing
by such holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Preferred Shares or
Restricted Stock) or to the holders of Preferred Shares or Restricted Stock (in
the case of the Company) in accordance with the provisions of this paragraph.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may not be amended or modified, and no provision
hereof may be waived, without the written consent of the Company and the holders
of at least two-thirds of the outstanding shares of Restricted Stock.
(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) The obligations of the Company to register shares of Restricted
Stock under Sections 4, 5 or 6 shall terminate twelve and one-half years from
the date of this Agreement.
(g) If requested in writing by the underwriters for the initial
underwritten public offering of securities of the Company, each holder of
Restricted Stock who is a party to this Agreement shall agree not to sell
publicly any shares of
-13-
Restricted Stock or any other shares of Common Stock (other than shares of
Restricted Stock or other shares of Common Stock being registered in such
offering), without the consent of such underwriters, for a period of not more
than 90 days following the effective date of the registration statement relating
to such offering; provided, however, that all persons entitled to registration
-------- -------
rights with respect to shares of Common Stock who are not parties to this
Agreement, all other persons selling shares of Common Stock in such offering and
all executive officers and directors of the Company shall also have agreed not
to sell publicly their Common Stock under the circumstances and pursuant to the
terms set forth in this Section 13(g).
(h) Notwithstanding the provisions of Section 7(a), the Company's
obligation to file a registration statement, or cause such registration
statement to become and remain effective, shall be suspended for a period not to
exceed 90 days in any 24-month period if there exists at the time material non-
public information relating to the Company which, in the reasonable opinion of
the Company, should not be disclosed.
(i) The Company shall not grant to any third party any registration
rights more favorable than any of those contained herein without the written
consent of the holders of at least ninety percent (90%) of the outstanding
shares of Restricted Stock, so long as any of the registration rights under this
Agreement remains in effect.
(j) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.
Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this Agreement shall be a
binding agreement between the Company and you.
Very truly yours,
CREDIT TECHNOLOGIES, INC.
By: /s/ Pamela D.A. Reeve
-------------------------------------
Pamela D.A. Reeve, President
AGREED TO AND ACCEPTED as of the
date first above written.
-14-
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By: /s/ Joan C. McArdle
------------------------------------
Joan C. McArdle, Vice President
BEB LIMITED PARTNERSHIP IV
By: Entrepreneurial, Inc., its General Partner
By: /s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP I
By: BEB, Inc., its General Partner
By: /s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP II
By: BEB, Inc., its General Partner
By: /s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
-15-
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
Agreement made as of this 19th day of December 1991 by and among Credit
Technologies, Inc., a Delaware corporation (the "Company") and the persons whose
names and signatures are set forth below.
WHEREAS, the Company has entered into a certain Registration Rights
Agreement, dated as of February 11, 1991 (the "Registration Rights Agreement"),
with BEB Limited Partnership I, BEB Limited Partnership II and certain
purchasers of its Series A Convertible Preferred Stock; and
WHEREAS, the Company has agreed to issue and sell an aggregate of 620,000
shares of the Company's Series B Convertible Preferred Stock pursuant to a
certain Series B Convertible Preferred Stock Purchase Agreement, dated the date
hereof, and to grant the purchasers thereunder (the "New Purchasers") certain
registration rights; and
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto do hereby agree with each other as follows:
1. The Registration Rights Agreement is hereby amended by deleting
therefrom the words "(the 'Preferred Shares')" in the first paragraph of the
Registration Rights Agreement.
2. The Registration Rights Agreement is hereby amended by inserting in
Section 1 thereof the following definitions:
"Preferred Shares" shall mean those shares of the Company's: (i)
Series A Convertible Preferred Stock issued and sold pursuant to a certain
Series A Convertible Preferred Stock Purchase Agreement, dated as of February
11, 1991, by and among the Company and the Purchasers named in Schedule I
thereto, and (ii) Series B Convertible Preferred Stock issued and sold pursuant
to a certain Series B Convertible Preferred Stock Purchase Agreement, dated as
of December 19, 1991, by and among the Company and the Purchasers named in
Schedule I thereto.
3. Each of the New Purchasers is hereby made a party to the Registration
Rights Agreement as a "Purchaser" thereunder and the New Purchasers shall be
subject to and entitled to all of the rights and benefits contained in the
Registration Rights Agreement.
4. The Registration Rights Agreement, as herein amended, is hereby
ratified and confirmed.
-16-
5. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, legal
representatives and heirs.
7. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day, month and year first above written.
CREDIT TECHNOLOGIES, INC.
By: /s/ Pamela D.A. Reeve
---------------------------------
Pamela D.A. Reeve, President
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By: /s/ Joan C. McArdle
---------------------------------
Joan C. McArdle, Vice President
BEB LIMITED PARTNERSHIP IV
By: Entrepreneurial, Inc., its General Partner
By: /s/ Torrence C. Harder
---------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP I
By: BEB, Inc., its General Partner
By: /s/ Torrence C. Harder
---------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP II
By: BEB, Inc., its General Partner
By: /s/ Torrence C. Harder
---------------------------------
Torrence C. Harder, President
D. QUINN MILLS, INC. PENSION PLAN
By: /s/ D. Quinn Mills
---------------------------------
-17-
D. Quinn Mills, Administrator
D. QUINN MILLS, INC. PROFIT SHARING
PLAN
By: /s/ D. Quinn Mills
------------------------------------
D. Quinn Mills, Administrator
/s/ Michael Adam Perfit
---------------------------------------
Michael Adam Perfit
ARTICLE VII TRUST
By: /s/ Randolph P. Barton
------------------------------------
Randolph P. Barton, Trustee
/s/ J. Bryan Mims
---------------------------------------
J. Bryan Mims
/s/ Susan Mims
---------------------------------------
Susan Mims
ELIE RIVOLLIER, JR., ROLLOVER IRA
By: /s/ Elie Rivollier, Jr.
------------------------------------
STONMI REALTY TRUST
By: /s/ Arthur J. Epstein
------------------------------------
Arthur J. Epstein, Trustee
JOHN A. WHITTEMORE INSURANCE AGENCY,
INC. PROFIT SHARING RETIREMENT
TRUST
By: /s/ John A. Whittemore, Trustee
------------------------------------
James A. Whittemore, Trustee
/s/ William P. Hood
---------------------------------------
William P. Hood
/s/ J. Neil Benney
---------------------------------------
J. Neil Benney
/s/ Jonathan M. Keyes
---------------------------------------
Jonathan M. Keyes
-18-
AMENDMENT NO. 2
TO
REGISTRATION RIGHTS AGREEMENT
Agreement made as of this 9th day of June 1993 by and among Credit
Technologies, Inc., a Delaware corporation (the "Company") and the persons whose
names and signatures are set forth below.
WHEREAS, the Company has entered into a certain Registration Rights
Agreement, dated as of February 11, 1991, with BEB Limited Partnership I, BEB
Limited Partnership II and certain purchasers of its Series A Convertible
Preferred Stock, as amended to include certain purchasers of its Series B
Convertible Preferred Stock by a certain Amendment No. 1 To Registration Rights
Agreement, dated as of December 19, 1991 (as so amended, the "Registration
Rights Agreement"); and
WHEREAS, the Company has agreed to issue and sell an aggregate of up to
225,000 shares of the Company's Series C Convertible Preferred Stock pursuant to
a certain Series C Convertible Preferred Stock Purchase Agreement, dated the
date hereof, and to grant the purchasers thereunder (the "New Purchasers")
certain registration rights;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto do hereby agree with each other as follows:
1. The Registration Rights Agreement is hereby amended by deleting
therefrom the definition of "Preferred Shares" in Section 1 thereof and
substituting therefor the following definition:
"Preferred Shares" shall mean those shares of the Company's: (i)
Series A Convertible Preferred Stock issued and sold pursuant to a certain
Series A Convertible Preferred Stock Purchase Agreement, dated as of February
11, 1991, by and among the Company and the Purchasers named in Schedule I
thereto, (ii) Series B Convertible Preferred Stock issued and sold pursuant to a
certain Series B Convertible Preferred Stock Purchase Agreement, dated as of
December 19, 1991, by and among the Company and the Purchasers named in Schedule
I thereto and (iii) Series C Convertible Preferred Stock issued and sold
pursuant to a certain Series C Convertible Preferred Stock Purchase Agreement,
dated as of June 9, 1993, by and among the Company and the Purchasers named in
Schedule I thereto.
2. Each of the New Purchasers is hereby made a party to the Registration
Rights Agreement as a "Purchaser" thereunder and the New Purchasers shall be
subject to and entitled to all of the rights and benefits contained in the
Registration Rights Agreement.
3. The Registration Rights Agreement, as herein amended, is hereby
ratified and confirmed.
4. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts.
5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, legal
representatives and heirs.
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day, month and year first above written.
CREDIT TECHNOLOGIES, INC.
By:/s/ Pamela D.A. Reeve
------------------------------------
Pamela D.A. Reeve, President
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By:/s/ Joan C. McArdle
------------------------------------
Joan C. McArdle, Vice President
BEB LIMITED PARTNERSHIP IV
By: Entrepreneurial, Inc., its General
Partner
By:/s/ Torrence C. Harder
-------------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP I
By: BEB, Inc., its General Partner
By:/s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP II
By: BEB, Inc., its General Partner
By:/s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
D. QUINN MILLS, INC. PENSION PLAN
By:/s/ D. Quinn Mills
------------------------------------
D. Quinn Mills, Administrator
D. QUINN MILLS, INC. PROFIT SHARING
PLAN
By:/s/ D. Quinn Mills
------------------------------------
D. Quinn Mills, Administrator
/s/ Michael Adam Perfit
--------------------------------------
Michael Adam Perfit
ARTICLE VII TRUST
By:/s/ Randolph P. Barton
------------------------------------
Randolph P. Barton, Trustee
/s/ J. Bryan Mims
---------------------------------------
J. Bryan Mims
/s/ Susan Mims
---------------------------------------
Susan Mims
ELIE RIVOLLIER, JR., ROLLOVER IRA
By:/s/ Elie Rivollier, Jr.
-----------------------------------
STONMI REALTY TRUST
By:____________________________________
Arthur J. Epstein, Trustee
JOHN A. WHITTEMORE INSURANCE AGENCY,
INC. PROFIT SHARING RETIREMENT
TRUST
By:/s/ James A. Whittemore
------------------------------------
James A. Whittemore, Trustee
/s/ William P. Hood
---------------------------------------
William P. Hood
_______________________________________
J. Neil Benney
_______________________________________
Jonathan M. Keyes
PENSCO PENSION SERVICES, INC. F/B/O
MICHAEL A PERFIT, IRA
By:/s/ Michael Adam Perfit
------------------------------------
/s/ Lisa A. Mills
---------------------------------------
Lisa A. Mills
/s/ Joyce S. Mills
---------------------------------------
Joyce S. Mills
/s/ Deborah Mills Folk
---------------------------------------
Deborah Mills Folk
/s/ William E. Northfield
---------------------------------------
William E. Northfield
/s/ John B. Pepper
---------------------------------------
John B. Pepper
/s/ Harold Howell
---------------------------------------
Harold Howell
/s/ Elie Rivollier, Jr.
---------------------------------------
Elie Rivollier, Jr.
/s/ Arthur J. Epstein
---------------------------------------
Arthur J. Epstein
AMENDMENT NO. 3
TO
REGISTRATION RIGHTS AGREEMENT
Agreement made as of this 29th day of August 1994 by and among Credit
Technologies, Inc., a Delaware corporation (the "Company") and the persons whose
names and signatures are set forth below.
WHEREAS, the Company has entered into a certain Registration Rights
Agreement, dated as of February 11, 1991, as amended to date, (the "Registration
Rights Agreement"), with BEB Limited Partnership I, BEB Limited Partnership II
and certain purchasers of its Series A, Series B and Series C Convertible
Preferred Stock; and
WHEREAS, the Company has agreed to issue and sell its Subordinated Notes,
due June 30, 2001, in the original principal amount of $2,100,000, and Common
Stock Purchase Warrants for the purchase (subject to adjustment as provided
therein) of 262,500 shares of the Company's Common Stock pursuant to a certain
Subordinated Note and Warrant Purchase Agreement, dated the date hereof, and to
grant the purchasers thereunder (the "New Purchasers") certain registration
rights; and
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto do hereby agree with each other as follows:
1. The Registration Rights Agreement is hereby amended by deleting
therefrom the definition of "Conversion Shares" in Section 1 thereof and
substituting therefor the following definition:
"`Conversion Shares' shall mean the shares of Common Stock issued upon
-----------------
conversion of the Preferred Shares and the Warrants."
2. The Registration Rights Agreement is hereby amended by adding to
Section 1 thereof the following definitions:
"`1994 Purchase Agreement' shall mean that certain Subordinated Note
-----------------------
and Warrant Purchase Agreement, dated on or about August 29, 1994, between
the Company and the Persons listed in the Schedule of Purchasers attached
thereto.
`Warrants' shall mean those Common Stock Purchase Warrants issued and
--------
sold pursuant to a certain Subordinated Note and Warrant Purchase
Agreement, dated as of August 29,
1994, by and between the Company and the Persons listed in the Schedule of
Purchasers attached thereto.
3. The Registration Rights Agreement is hereby amended by deleting
therefrom the second sentence of Section 4 and substituting therefor the
following:
"For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the
term 'Restricted Stock' shall be deemed to include, without limiting the
definition of such term as set forth in Section 1 hereof, the number of
shares of Restricted Stock which would be issuable to a holder of Preferred
Shares upon conversion of all shares of Preferred Stock held by such holder
at such time and the number of shares of Restricted Stock which would be
issuable to a holder of Warrants upon exercise of all Warrants held by such
holder at such time; provided, however, that the only securities which the
-------- -------
Company shall be required to register pursuant hereto shall be shares of
Common Stock, and provided, further, however, that, in any underwritten
-------- ------- -------
public offering contemplated by this Section 4 or Sections 5 and 6, the
holders of Preferred Shares shall be entitled to sell such Preferred Shares
to the underwriters for conversion and sale of the shares of Common Stock
issued upon conversion thereof and the holders of Warrants shall be
entitled to sell such Warrants to the underwriters for exercise and sale of
the shares of Common Stock issued upon exercise thereof."
4. The Registration Rights Agreement is hereby amended by deleting clause
(i) of the first sentence of Section 6 and substituting therefor the following:
"(i) a holder or holders of Preferred Shares or Restricted Stock or
Warrants request that the Company file a registration statement on Form S-3
or any successor thereto for a public offering of all or any portion of the
shares of Restricted Stock held by such requesting holder or holders, the
reasonably anticipated aggregate price to the public of which would exceed
$500,000, and"
5. The Registration Rights Agreement is hereby amended by deleting
clauses (a) and (b) of Section 13 and substituting therefor the following:
"(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto (including
without limitation transferees of any Preferred Shares or Restricted Stock
or Warrants), whether so expressed or not, provided, however, that
-------- -------
registration rights conferred herein on the holders of Preferred Shares or
Restricted Stock or Warrants
shall only inure to the benefit of a transferee of Preferred Shares or
Restricted Stock or Warrants if (i) there is transferred to such transferee
at least 20% of the total shares of Restricted Stock originally issued (as
adjusted as may be required from time to time by Section 10 hereof)
pursuant to the Purchase Agreement or the 1994 Purchase Agreement, as the
case may be, to the direct or indirect transferor of such transferee or
(ii) such transferee is a partner, shareholder or affiliate of a party
hereto.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by certified or registered mail,
return receipt requested, postage prepaid, or telexed or telecopied, in the
case of non-U.S. residents, addressed as follows:
if to the Company or any other party to the Purchase Agreement or the
1994 Purchase Agreement, at the address of such party set forth in the
Purchase Agreement or the 1994 Purchase Agreement, as the case may be;
if to any subsequent holder of Preferred Shares or Restricted Stock or
Warrants, to it at such address as may have been furnished to the Company
in writing by such holder;
or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of Preferred
Shares or Restricted Stock or Warrants) or to the holders of Preferred
Shares or Restricted Stock or Warrant (in the case of the Company) in
accordance with the provisions of this paragraph."
6. The Registration Rights Agreement, as herein amended, is hereby
ratified and confirmed.
7. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts.
8. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, legal
representatives and heirs.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day, month and year first above written.
CREDIT TECHNOLOGIES, INC.
By:/s/ Pamela D.A. Reeve
---------------------------------
Pamela D.A. Reeve, President
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By:/s/ Joan C. McArdle
---------------------------------
Joan C. McArdle, Vice President
BEB LIMITED PARTNERSHIP IV
By: Entrepreneurial, Inc., its General
Partner
By:/s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP I
By: BEB, Inc., its General Partner
By:/s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
BEB LIMITED PARTNERSHIP II
By: BEB, Inc., its General Partner
By:/s/ Torrence C. Harder
------------------------------------
Torrence C. Harder, President
D. QUINN MILLS, INC. PENSION PLAN
By:/s/ D. Quinn Mills
------------------------------------
D. Quinn Mills, Administrator
D. QUINN MILLS, INC. PROFIT SHARING
PLAN
By:/s/ D. Quinn Mills
------------------------------------
D. Quinn Mills, Administrator
_______________________________________
Michael Adam Perfit
ARTICLE VII TRUST
By:/s/ Randolph P. Barton
------------------------------------
Randolph P. Barton, Trustee
/s/ J. Bryan Mims
---------------------------------------
J. Bryan Mims
/s/ Susan Mims
----------------------------------------
Susan Mims
ELIE RIVOLLIER, JR., ROLLOVER IRA
By:/s/ Elie Rivollier, Jr.
-------------------------------------
STONMI REALTY TRUST
By:/s/ Arthur J. Epstein
-----------------------------------
Arthur J. Epstein, Trustee
JOHN A. WHITTEMORE INSURANCE AGENCY,
INC. PROFIT SHARING RETIREMENT
TRUST
By:/s/ John A. Whittemore
------------------------------------
John A. Whittemore, Trustee
/s/ William P. Hood
---------------------------------------
William P. Hood
/s/ J. Neil Benney
---------------------------------------
J. Neil Benney
/s/ Jonathan M. Keyes
----------------------------------------
Jonathan M. Keyes
PENSCO PENSION SERVICES, INC. F/B/O
MICHAEL A PERFIT, IRA
By:____________________________________
/s/ Lisa A. Mills
---------------------------------------
Lisa A. Mills
/s/ Joyce S. Mills
---------------------------------------
Joyce S. Mills
/s/ Deborah Mills Folk
---------------------------------------
Deborah Mills Folk
/s/ William E. Northfield
---------------------------------------
William E. Northfield
/s/ John B. Pepper
---------------------------------------
John B. Pepper
/s/ A. Harold Howell
---------------------------------------
A. Harold Howell
/s/ Elie Rivollier, Jr.
---------------------------------------
Elie Rivollier, Jr.
/s/ D. Quinn Mills
---------------------------------------
D. Quinn Mills, As Custodian for
Shirley E. Mills Under the
Massachusetts Uniform Transfers
to Minors Act
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
Agreement made as of this 3rd day of April 1996 by and among Lightbridge,
Inc. (formerly known as Credit Technologies, Inc.), a Delaware corporation (the
"Company"), and the persons whose names and signatures are set forth below.
WHEREAS, the Company has entered into a certain Registration Rights
Agreement, dated as of February 11, 1991, as amended by Amendment No. 1 To
Registration Rights Agreement dated as of December 19, 1991, Amendment No. 2 To
Registration Rights Agreement dated as of June 9, 1993 and Amendment No. 3 To
Registration Rights Agreement dated as of August 29, 1994 (as so amended, the
"Registration Rights Agreement") with Entrepreneurial Limited Partnership I
(formerly known as BEB Limited Partnership I), Entrepreneurial Limited
Partnership II (formerly known as BEB Limited Partnership II), certain
purchasers of its Series A, Series B and Series C Convertible Preferred Stock
and certain purchasers of subordinated notes and common stock purchase warrants
issued by the Company; and
WHEREAS, the Company has agreed to issue and sell an aggregate of 1,000,000
shares of the Company's Series D Convertible Preferred Stock pursuant to a
certain Series D Convertible Preferred Stock Purchase Agreement, dated the date
hereof, and to grant the purchasers thereunder (the "New Purchasers") certain
registration rights;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto do hereby agree with each other as follows:
1. The Registration Rights Agreement is hereby amended by deleting
therefrom the definition of "Preferred Shares" in Section 1 thereof and
substituting therefor the following definition:
"Preferred Shares" shall mean those shares of the Company's: (i)
Series A Convertible Preferred Stock issued and sold pursuant to a certain
Series A Convertible Preferred Stock Purchase Agreement, dated as of February
11, 1991, by and among the Company and the Purchasers named in Schedule I
thereto, (ii) Series B Convertible Preferred Stock issued and sold pursuant to a
certain Series B Convertible Preferred Stock Purchase Agreement, dated as of
December 19, 1991, by and among the Company and the Purchasers named in Schedule
I thereto, (iii) Series C Convertible Preferred Stock issued and sold pursuant
to a certain Series C Convertible Preferred Stock Purchase Agreement, dated as
of June 9, 1993, by and among the Company and
the Purchasers named in Schedule I thereto, and (iv) Series D Convertible
Preferred Stock issued and sold pursuant to a certain Series D Convertible
Preferred Stock Purchase Agreement, dated as of April 3, 1996, by and among the
Company and the Purchasers named in Schedule I thereto.
2. Each of the New Purchasers is hereby made a party to the Registration
Rights Agreement as a "Purchaser" thereunder and the New Purchasers shall be
subject to and entitled to all of the rights and benefits contained in the
Registration Rights Agreement.
3. The Registration Rights Agreement is hereby further amended by
deleting the reference to "40%" in clause (ii) of Section 4(a) and
substituting therefor "25%".
4. The Registration Rights Agreement is hereby further amended by
deleting the reference to "two-thirds" in Section 13(d) and substituting
therefor "75%".
5. The Registration Rights Agreement, as herein amended, is hereby
ratified and confirmed.
6. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts.
7. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, legal
representatives and heirs.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day, month and year first above written.
LIGHTBRIDGE, INC.
By:/s/ Pamela D.A. Reeve
--------------------------------
Pamela D.A. Reeve, President and
Chief Executive Officer
LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
RESTRICTION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP
By: Advent International Limited Partnership, General Partner
By: Advent International Corp., General Partner
By: Andrew Fillat, Senior Vice President
ADVENT INTERNATIONAL INVESTORS II LIMITED PARTNERSHIP
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Corp., General Partner
By: Andrew Fillat, Senior Vice President
/s/ Andrew Fillat
- --------------------------------------------
Andrew Fillat, for all of the above
LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
Massachusetts Capital
Resource Company
-----------------------------
Name of Securityholder
By:/s/ Joan C. McArdle
--------------------------
Print Name:Joan C. McArdle
------------------
Title:Vice President
-----------------------
Date:April 3, 1996
------------------------
LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
----------------------------------------------
Name of Securityholder
By:/s/ Torrence C. Harder, General Partner
-------------------------------------------
Print Name:
----------------------------------------------
Title:________________________________________
Date: April 3, 1996
-----------------------------------------
Entrepreneurial Limited Partnership I
Entrepreneurial Limited Partnership II
Entrepreneurial Limited Partnership IV
By: Entrepreneurial Ventures, Inc.
By: Torrence C. Harder, President
General Partner, Entrepreneurial LP - I
LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
Spindle Limited Partnership
-----------------------------
Name of Securityholder
By:/s/ Randolph P. Barton
--------------------------
Print Name:__________________
Title:General Partner
-----------------------
Date:April 1, 1996
------------------------
LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
D. Quinns Mills, Inc. Profit
Sharing Plan
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Name of Securityholder
By:/s/ D. Quinn Mills
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Print Name:___________________
Title:________________________
Date:April 3, 1996
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LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
Michael Adam Perfit
8/27/93 Trust
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Name of Securityholder
By:/s/ Michael Adam Perfit
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Print Name:Michael Adam Perfit
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Title:Trustee
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Date:March 29, 1996
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LIGHTBRIDGE, INC.
SIGNATURE PAGE
TO
AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Amendment No. 4 to
Registration Rights Agreement (the "Agreement") to which this Signature Page is
attached, which Agreement and Signature Page, together with all counterparts of
said Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of said
Agreement.
John A. Whittemore
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Name of Securityholder
By:/s/ John A. Whittemore
---------------------------
Print Name:John A. Whittemore
-------------------
Title: N/A
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Date:4-1-96
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