Exhibit 4.3
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of August 7, 1996 among Glenn R. Jones, a resident of
Colorado, Jones International, Ltd., a Colorado corporation ("International")
and Jones Education Networks, Inc., a Colorado corporation (the "Company").
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. (a) The following terms, as used herein, have
-----------
the following meanings:
"Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person.
"Capital Stock" means, at any time, the Class A Shares, the Class B Shares
and any other shares of authorized capital stock of the Company.
"Class A Shares" means the shares of Class A Common Stock, par value $0.01
per share, of the Company.
"Class B Shares" means the shares of Class B Common Stock, par value $0.01
per share, of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"Governmental Authority" means any local, county, state, commonwealth,
federal or foreign court, judicial, executive, or legislative instrumentality,
or any agency, authority, commission, board or official thereof, including,
without limitation, any franchising authority.
"Person" means an individual, corporation, partnership, association, trust
or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.
"Public Offering" means an underwritten public offering of Capital Stock
pursuant to an effective registration statement under the Securities Act.
"Registrable Securities" means any shares of Capital Stock owned by Glenn
R. Jones and/or Jones International, Ltd.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Selling Shareholder" means Glenn R. Jones or Jones International, Ltd. or
both of them.
"Subsidiary" means, as to any Person, (i) any entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are,
directly or indirectly, owned or controlled by such Person, (ii) any partnership
of which such Person is, directly or indirectly, a general or managing partner
and (iii) any other entity that is, directly or indirectly, controlled by such
Person.
"Transfer" means, with respect to any securities, any direct or indirect
sale, assignment, transfer, grant of a participation in, pledge, gift or other
disposition thereof, without regard to whether such disposition is for
consideration.
"Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.
(b) Each of the following terms is defined in the Section set forth
opposite such term:
Term Section
------- -------
Demand Registration 2.1
Indemnified Party 4.3
Indemnifying Party 4.3
Inspectors 3.1(g)
Piggy-Back Registration 2.2
Records 3.1(g)
Rule 144 5.2
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1. Demand Registration. (a) At any time after a Public
-------------------
Offering, a Selling Shareholder may make a written request for registration
under the Securities Act of all or part of the Registrable Securities owned by
such Selling Shareholder (a "Demand Registration"), provided that the Company
--------
shall not be obligated to effect (i) any Demand Registration covering shares
representing less than
-2-
2% of the outstanding Capital Stock on the date hereof, (ii) more than one
Demand Registration pursuant to the provisions of this Section 2.1 in any nine-
month period and (iii) more than three Demand Registrations during the term of
this Agreement. Any request for a Demand Registration will specify the aggregate
number of shares of Registrable Securities proposed to be sold by the Selling
Shareholder and will also specify the intended method of disposition thereof.
(b) A registration will not count as a Demand Registration until it
has become effective. In addition, if more than 50% of the aggregate number of
Registrable Securities requested to be registered pursuant to this Section 2.1
are excluded from the offering in accordance with Section 2.3, such offering
will not count as a Demand Registration.
(c) If the offering of such Registrable Securities pursuant to such
Demand Registration is an underwritten offering, the Selling Shareholder shall
select the book-running managing Underwriter and any additional investment
bankers and managing Underwriters to be used in connection with the offering,
provided that such Underwriters and investment bankers must be reasonably
- --------
satisfactory to the Company.
SECTION 2.2. Piggy-Back Registration. If during the term of this
-----------------------
Agreement, the Company proposes to file a registration statement under the
Securities Act with respect to an offering of any shares of Capital Stock (i)
for the Company's own account (other than a registration statement on Form S-4
or S-8 (or any substitute form that may be adopted by the SEC) or (ii) for the
account of any of its respective security holders, then the Company shall give
written notice of such proposed filing to the Selling Shareholders as soon as
practicable (but in no event less than 10 days before the anticipated filing
date), and such notice shall offer each of them the opportunity to register such
number of shares of Registrable Securities as each of them may request on the
same terms and conditions as the proposed offering (a "Piggy-Back
Registration"). The Selling Shareholders will have five business days after
receipt of any such notice to notify the Company as to whether they wish to
participate in a Piggy-Back Registration and, if so, the number of Registerable
Securities proposed to be included in such offering. The Company shall use its
best efforts to cause the managing Underwriters of a proposed underwritten
offering to permit the Registrable Securities to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of the Company included therein.
SECTION 2.3. Reduction of Offering. Notwithstanding anything
---------------------
contained herein, if the book-running managing Underwriter of an offering
described in Section 2.1 or Section 2.2 states that, in its good faith judgment
(i) the size of the offering that the Selling Shareholders, the Company and any
other Persons intend to make or (ii) the combination of securities that the
Selling Shareholders, the Company and such other Persons intend to include in
such offering are such that the success of the offering is reasonably likely to
be materially and adversely affected by the inclusion of the Registrable
Securities, then:
-3-
(a) if the size of the offering is the basis of such Underwriter's
opinion, the aggregate amount of Registrable Securities to be offered for the
account of the Selling Shareholders shall be reduced to the extent necessary to
reduce the total amount of securities to be included in such offering to the
amount recommended by such Underwriter, provided that (x) in the case of a
--------
Demand Registration, the amount of Registrable Securities to be offered for the
account of the Selling Shareholders shall be reduced only after the amount of
securities to be offered for the account of the Company and any other Persons
that are not Selling Shareholders has been reduced to zero, and (y) in the case
of a Piggy-Back Registration, if securities are being offered for the account of
Persons other than the Company, then the proportion by which the aggregate
amount of such Registrable Securities intended to be offered for the account of
the Selling Shareholders is reduced shall not exceed the proportion by which the
amount of such securities intended to be offered for the account of such other
Persons is reduced; and
(b) if the combination of securities to be offered is the basis of
such Underwriter's opinion, the Registrable Securities to be included in such
offering shall be reduced as described in clause (a) above, except that in the
case of a Piggy-Back Registration, if the actions described in sub-clause (y) of
the proviso in such clause (a) would, in the judgment of the managing
Underwriter, be insufficient to substantially eliminate the adverse effect that
inclusion of the Registrable Securities requested to be included would have on
such offering, such Registrable Securities will be excluded from such offering.
SECTION 2.4. Registration Expenses. In connection with any Demand
---------------------
Registration or Piggy-Back Registration, the Company shall pay the following
expenses incurred in connection with such registration: (i) all SEC, stock
exchange and National Association of Securities Dealers, Inc. registration and
filing fees, (ii) fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of counsel in connection with
blue sky qualifications of the Registrable Securities), (iii) printing expenses,
(iv) fees and expenses incurred in connection with the listing of the
Registrable Securities on the NASDAQ National Market System (or, if no shares of
Capital Stock are listed for trading on such system, such other principal
exchange or market where shares of Capital Stock are listed or otherwise
admitted for trading), (v) fees and expenses of counsel and independent
certified public accountants for the Company (including fees and expenses
associated with the delivery of special audits or comfort letters), (vi) the
reasonable fees and expenses of any additional experts retained by the Company
in connection with such registration and (vii) internal expenses of the Company
(including salaries and expenses of officers and employees). The Selling
Shareholders shall pay any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities.
-4-
ARTICLE III
REGISTRATION PROCEDURES
SECTION 3.1. Filings; Information. Whenever a Selling Shareholder
--------------------
requests that any Registrable Securities be registered pursuant to Article II
hereof, the Company will use its reasonable efforts to effect the registration
and sale of such Registrable Securities in accordance with the requested method
of disposition thereof as promptly as reasonably practicable, and in connection
with any such request:
(a) The Company will as expeditiously as possible prepare and file
with the SEC a registration statement on any form for which the Company
then qualifies and which counsel for the Company shall deem appropriate and
available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof,
and use its reasonable efforts to cause such filed registration statement
to become and remain effective for a period of not more than six months (or
such shorter period which will terminate when all Registrable Securities
covered by such registration statement have been sold (but not before the
expiration of the period referred to in Section 4(3) of the Securities Act
and Rule 174 thereunder, if applicable)) after the date of the original
filing or such other period as is necessary to comply with the provisions
of the Securities Act, provided that if the Company shall furnish to the
--------
Selling Shareholders a certificate signed by the Company's Chairman,
President or any Vice President stating that in his or her good faith
judgment it would be detrimental or otherwise disadvantageous to the
Company or its shareholders for such a registration statement to be filed
as expeditiously as possible, the Company shall have a period of not more
than 180 days within which to file such registration statement measured
from the date of the Company's receipt of the Selling Shareholder's request
for registration in accordance with Section 2.1.
(b) The Company will, if requested, prior to filing such registration
statement or any amendment or supplement thereto, furnish to the Selling
Shareholders and each applicable managing Underwriter, if any, copies
thereof, and thereafter furnish to the Selling Shareholders and each such
Underwriter, if any, such number of copies of such registration statement,
amendment and supplement thereto (in each case including all exhibits
thereto and documents incorporated by reference therein) and the prospectus
included in such registration statement (including each preliminary
prospectus) as the Selling Shareholder or each such Underwriter may
reasonably request in order to facilitate the sale of the Registrable
Securities.
(c) After the filing of the registration statement, the Company will
promptly notify the Selling Shareholders of any stop order issued or, to
the Company's knowledge, threatened to be issued by the SEC and take all
-5-
reasonable actions required to prevent the entry of such stop order or to
remove it if entered.
(d) The Company will use reasonable efforts to register or otherwise
qualify the Registrable Securities for offer and sale under such other
securities or blue sky laws of such jurisdictions in the United States as
the Selling Shareholder reasonably requests, and to do any and all other
acts and things that may be necessary or advisable to consummate the
requested disposition of the Registrable Securities, provided that the
--------
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction.
(e) The Company will as promptly as practicable notify the Selling
Shareholders, at any time when a prospectus relating to the sale of the
Registrable Securities is required by law to be delivered in connection
with sales by an Underwriter or dealer, of the occurrence of any event
requiring the preparation of a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and promptly make
available to the Selling Shareholders and to the Underwriters any such
supplement or amendment. The Selling Shareholders agree that, upon receipt
of any notice from the Company of the occurrence of any event of the kind
described in the preceding sentence, the Selling Shareholders will
forthwith discontinue the offer and sale of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until
receipt by the Selling Shareholders and the Underwriters of the copies of
such supplemented or amended prospectus. In the event the Company shall
give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective as provided in Section
3.1(a) hereof by the number of days during the period from and including
the date of the giving of such notice to the date when the Company shall
make available to the Selling Shareholder such supplemented or amended
prospectus.
(f) The Company will enter into customary agreements (including an
underwriting agreement having representations and closing documents
consistent with underwriting agreements heretofore entered into by the
Company) and take such other actions as are reasonably required in order to
expedite or facilitate the sale of such Registrable Securities.
(g) The Company will make available for inspection by the Selling
Shareholders, any Underwriter participating in any disposition pursuant to
such
-6-
registration statement and any attorney, accountant or other professional
retained by the Selling Shareholders or Underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records") as
shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any Inspectors
in connection with such registration statement. Records which the Company
determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless
(i) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in such registration statement or (ii) the release
of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction. The Selling Shareholders agree that they
will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company,
at its expense, to undertake appropriate action to prevent disclosure of
the Records deemed confidential.
(h) The Company will furnish to the Selling Shareholders and each
Underwriter a signed counterpart, addressed to the Selling Shareholders or
such Underwriter, of (i) an opinion or opinions of counsel to the Company
and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such
matters of the type customarily covered by opinions or comfort letters, as
the case may be, as the Selling Shareholders or the managing Underwriter
reasonably requests.
(i) The Company will otherwise use its reasonable efforts to comply
with all applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an earnings
statement covering a period of 12 months, beginning within three months
after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations of the SEC thereunder.
(j) The Company will use its reasonable efforts to cause all such
Registrable Securities to be listed on each securities exchange or trading
system on which similar securities issued by the Company are then listed.
The Company may require the Selling Shareholders to furnish in writing
to the Company such information regarding the Selling Shareholders, the plan of
distribution of the Registrable Securities and other information as the Company
may from time to time reasonably request or as may be legally required in
connection with such registration.
-7-
ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION
SECTION 4.1. Indemnification by the Company. The Company agrees to
------------------------------
indemnify and hold harmless, to the extent permitted by law, the Selling
Shareholders, their officers and directors, and each Person, if any, who
controls the Selling Shareholders within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by (i) any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by or on behalf of the Selling
Shareholders expressly for use therein or (ii) the Selling Shareholders' failure
to comply with a prospectus delivery requirement imposed on them under
applicable law, if any, including any failure to deliver, after deliver of a
preliminary prospectus, a prospectus containing corrected, modified or amended
disclosure with respect to any material fact. The Company also agrees to
indemnify any Underwriters of the Registrable Securities, their officers and
directors and each person who controls such Underwriters on substantially the
same basis as that of the indemnification of the Selling Shareholders provided
in this Section 4.1.
SECTION 4.2. Indemnification by the Selling Shareholders. The
---------------------------------------------
Selling Shareholders agree to indemnify and hold harmless the Company, its
officers and directors, and each Person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the extent as the foregoing indemnity from the Company to the
Selling Shareholders, but only with reference to information relating to the
Selling Shareholders or the plan of distribution furnished in writing by or on
behalf of the Selling Shareholders expressly for use in any registration
statement or prospectus relating to the Registrable Securities, or any amendment
or supplement thereto, or any preliminary prospectus. The Selling Shareholders
also agree to indemnify and hold harmless any Underwriters of the Registrable
Securities, their officers and directors and each Person who controls such
Underwriters on substantially the same basis as that of the indemnification of
the Company provided in this Section 4.2.
SECTION 4.3. Conduct of Indemnification Proceedings. In case any
--------------------------------------
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
Section 4.1 or Section 4.2, such Person (the "Indemnified Party") shall promptly
notify the Person against
-8-
whom such indemnity may be sought (the "Indemnifying Party") in writing and the
Indemnifying Party, upon the request of the Indemnified Party, shall assume the
defense of such proceeding and retain counsel reasonably satisfactory to such
Indemnified Party to represent such Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
of attorneys ( in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such reasonable fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the Indemnified
Parties and shall be reasonably satisfactory to the Indemnifying Party. The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its prior written consent, but if settled with such consent, or
if there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Party shall have requested an Indemnifying Party to reimburse the Indemnified
Party for fees and expenses of counsel as contemplated by the third sentence of
this paragraph, the Indemnifying Party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 business days after receipt by such
Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party
shall not have reimbursed the Indemnified Party in accordance with such request
prior to the date of such settlement. No Indemnifying Party shall without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Party is or
could have been a party and indemnity could have sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such proceedings.
SECTION 4.4. Contribution. (a) If the indemnification provided for
------------
in this Article IV is unavailable to the Indemnified Parties in respect of any
losses, claims, damages or liabilities referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
such losses, claims, damages or liabilities (i) as between the Company and the
Selling Shareholders on the one hand and the Underwriters on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Shareholders on the one hand and the Underwriters on the
other from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative
-9-
benefits but also the relative fault of the Company and
the Selling Shareholders on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations and (ii) as between the Company on the one hand and the Selling
Shareholders on the other, in such proportion as is appropriate to reflect the
relative fault of the Company and of the Selling Shareholders in connection with
such statements or omissions, as well as any other relevant equitable
considerations.
(b) The relative benefits received by the Company and the Selling
Shareholders on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total proceeds from the offering (net of
Underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Shareholder bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the prospectus. The relative fault of
the Company and the Selling Shareholder on the one hand and of the Underwriters
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Selling Shareholders or by the Underwriters. The relative fault
of the Company on the one hand and of the Selling Shareholders on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such party, and
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(c) The Company and the Selling Shareholders agree that it would not
be just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as the
result of the losses, claims, damages or liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expense reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article IV, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission, and
the Selling
-10-
Shareholders shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities were offered to the public exceeds the amount of any damages which
the Selling Shareholder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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 V
MISCELLANEOUS
SECTION 5.1. Participation in Underwritten Registrations. No Selling
-------------------------------------------
Shareholder may participate in any underwritten registered offering pursuant to
a Piggy-Back Registration unless it (a) agrees to sell its securities on the
basis provided in any underwriting arrangements approved by the Person entitled
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and this
Agreement.
5.2 Rule 144. The Company covenants that it will file any reports
--------
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as the Selling Shareholders may reasonably
request to the extent required from time to time to enable them to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC ("Rule 144"). Upon the request of any Selling
Shareholder, the Company will deliver to it a written statement as to whether
the Company has complied with such reporting requirements.
5.3 Restrictions on Public Sale by the Selling Shareholders. To the
--------------------------------------------------------
extend not inconsistent with applicable law, if any Registrable Securities are
included in a Demand Registration or a Piggy-Back Registration, the Selling
Shareholder will agree not to effect any public sale or distribution of the
issue being registered or a similar security of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144, during the 14 days prior to, and during the 90-day
period beginning on, the effective date of such registration), if and to the
extent requested by the managing Underwriter or Underwriters in the case of an
underwritten offering.
5.4 Restrictions on Public Sale by the Company. The Company agrees,
------------------------------------------
if and to the extent requested by the managing Underwriter or Underwriters in
the case of an underwritten offering, not to effect any public sale or
distribution of any securities similar to those being registered in accordance
with a Demand Registration or a Piggy-Back Registration, or any securities
convertible into or exchangeable or
-11-
exercisable for such securities, during the 14 days prior to, and during the 90-
day period beginning on, the effective date of any registration statement
(except as part of such registration as permitted by Article II) or the
commencement of a public distribution of Registrable Securities.
5.5 Successors and Assigns. The Selling Shareholders may transfer
----------------------
the rights and obligations under this Agreement to any Affiliate or Subsidiary
of the Selling Shareholders.
5.6 Termination. The registration rights granted under this
-----------
Agreement will terminate on the fifth anniversary of the Public Offering.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date set forth above.
/s/ Glenn R. Jones
-----------------------------------------------
Glenn R. Jones, Individually
JONES INTERNATIONAL, LTD.,
a Colorado corporation
By:/s/ Glenn R. Jones
--------------------------------------------
Glenn R. Jones, President
JONES EDUCATION NETWORKS, INC.,
a Colorado corporation
By:/s/ Wallace W. Griffin
--------------------------------------------
Wallace W. Griffin, President
(25102)
-12-