EXHIBIT 10.4
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REGISTRATION RIGHTS AGREEMENT
among
LHS GROUP HOLDING CORPORATION.
GENERAL ATLANTIC PARTNERS 23, L.P.,
GENERAL ATLANTIC PARTNERS 31, L.P.,
GAP COINVESTMENT PARTNERS, L.P.
and
THE STOCKHOLDERS NAMED HEREIN
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Dated: July 15, 1996
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TABLE OF CONTENTS
Page
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1. Definitions..................................................... 1
2. General; Securities Subject to this Agreement................... 5
(a) Grant of Rights............................................. 5
(b) Registrable Securities...................................... 5
(c) Holders of Registrable Securities........................... 6
3. Demand Registration............................................. 6
(a) General..................................................... 6
(b) Effective Demand Registration............................... 6
(c) Underwriting Adjustment..................................... 7
4. Incidental or "Piggyback" Registration.......................... 7
(a) General..................................................... 7
(b) Underwriting Adjustment..................................... 7
5. Registration Procedures......................................... 8
6. Underwritten Offerings.......................................... 11
(a) Demand Underwritten Offerings............................... 11
(b) Incidental Underwritten Offerings........................... 12
7. Preparation; Reasonable Investigation........................... 12
8. Limitations, Conditions and Qualifications to Obligations
under Registration Covenants.................................... 13
9. Custody Agreement and Power of Attorney......................... 14
10. Expenses........................................................ 15
11. Hold-Back....................................................... 15
Page
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12. Indemnity....................................................... 16
(a) Indemnification by the Company.............................. 16
(b) Indemnification by the Designated Holders................... 16
(c) Conduct of Indemnification Proceedings...................... 17
(d) Contribution................................................ 18
13. Participation in Underwritten Registrations..................... 18
14. Rule 144........................................................ 18
15. Recapitalizations, Exchanges, etc............................... 19
16. Miscellaneous................................................... 19
(a) No Inconsistent Agreements.................................. 19
(b) Remedies.................................................... 19
(c) Amendments and Waivers...................................... 19
(d) Notices..................................................... 20
(e) Successors and Assigns; Third Party Beneficiaries........... 22
(f) Counterparts................................................ 22
(g) Headings.................................................... 22
(h) GOVERNING LAW............................................... 22
(i) Severability................................................ 22
(j) Entire Agreement............................................ 22
(k) Further Assurances.......................................... 22
Schedule 1 Major Stockholders
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated July 15, 1996 (this "Agreement"),
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among LHS Group Holding Corporation, a Delaware corporation (the "Company"),
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General Atlantic Partners 23, L.P., a Delaware limited partnership ("GAP 23"),
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General Atlantic Partners 31, L.P., a Delaware limited partnership ("GAP 31"),
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GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP
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Coinvestment"), and the stockholders listed on Schedule 1 hereto (the "Major
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Stockholders").
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RECITALS
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This Agreement is made in connection with the Stock Purchase Agreement,
dated the date hereof (the "Stock Purchase Agreement"), among the Company, GAP
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31 and GAP Coinvestment, pursuant to which the Company has agreed to, among
other things, issue and sell to (a) GAP 31, and GAP 31 has agreed to purchase
from the Company, 80,096 shares, par value $.01 per share, of Common Stock of
the Company (the "Common Stock") and (b) GAP Coinvestment, and GAP Coinvestment
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has agreed to purchase from the Company, 12,982 shares of Common Stock. On the
date hereof, GAP 21 and GAP Coinvestment own all of the issued and outstanding
shares, par value $.01 per share, of Series A Convertible Preferred Stock of the
Company (the "Series A Preferred Stock"). Concurrently herewith, the Company,
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GAP 23, GAP 31, GAP Coinvestment and the Major Stockholders are entering into
the Amended and Restated Stockholders Agreement (as hereinafter defined),
pursuant to which the parties thereto have agreed to, among other things, amend
and restate the Stockholders Agreement, dated December 22, 1995 (the "Original
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Stockholders Agreement"), among the Company, GAP 23, GAP Coinvestment and the
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stockholders named therein. In order to induce (i) each of GAP 23 and the Major
Stockholders to enter into the Amended and Restated Stockholders Agreement and
(ii) each of GAP 31 and GAP Coinvestment to purchase its shares of Common Stock
and to enter into the Amended and Restated Stockholders Agreement, the Company
has agreed to grant in this Agreement the registration rights set forth in
Section 6 of the Original Stockholders Agreement.
In consideration of the mutual agreements contained herein and for other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. As used in this Agreement the following terms have the
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meanings indicated:
"Affiliate" shall mean any Person who is an "affiliate" as defined in
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Rule 12b-2 of the General Rules and Regulations under the Exchange Act. GAP 23,
GAP 31 and GAP Coinvestment shall be deemed to be Affiliates of one another. In
addition, Affiliates of GAP 23 or GAP 31 shall be deemed to include: (a) GAP
LLC, the members of GAP LLC, the limited partners of GAP 23 and the limited
partners of GAP 31; (b) any Affiliate of GAP LLC, the members of GAP LLC, the
limited partners of GAP 23 or the limited partners of GAP 31; and (c) any
limited liability company or partnership a majority of whose members or
partners, as the case may be, are members, consultants or key employees of GAP
LLC.
"Amended and Restated Stockholders Agreement" means the Amended and
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Restated Stockholders Agreement, dated the date hereof, among the Company, GAP
23, GAP 31, GAP Coinvestment and the stockholders named therein.
"Business Day" means any day other than a Saturday, Sunday or other
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day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.
"Claim" has the meaning set forth in Section 12(c) of this Agreement.
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"Closing Price" of the shares of Common Stock means on any date of
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determination, (a) the closing price per share of Common Stock on such date
published in the Wall Street Journal or, if no such closing price on such date
is published in the Wall Street Journal, the average of the closing bid and
asked prices on such date, as officially reported on the principal national
securities exchange on which the shares of Common Stock are then listed or
admitted to trading; or (b) if the shares of Common Stock are not then listed or
admitted to trading on any national securities exchange but are designated as
national market system securities by the NASD, the last trading price per share
of Common Stock on such date; or (c) if there shall have been no trading on such
date or if the shares of Common Stock are not so designated, the average of the
reported closing bid and asked prices of the shares of Common Stock on such date
as shown by NASDAQ and reported by any member firm of the New York Stock
Exchange, Inc. selected by the Company.
"Common Stock" means the Common Stock, par value $.01 per share, of
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the Company or any other equity securities of the Company into which such
securities are converted, reclassified, reconstituted or exchanged.
"Company" has the meaning assigned to such term in the recital to this
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Agreement.
"Custody Agreement and Power of Attorney" has the meaning set forth in
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Section 9 of this Agreement.
"Demand Registration" has the meaning set forth in Section 3(a) of
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this Agreement.
"Demand Shares" has the meaning set forth in Section 3(a) of this
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Agreement.
"Demand Stockholder" has the meaning set forth in Section 3(a) of this
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Agreement.
"Designated Holder" means each of the Major Stockholders and the
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General Atlantic Stockholders and any transferee of any of them to whom
Registrable Securities have been transferred in accordance with the provisions
of the Amended and Restated Stockholders Agreement and Section 16(e) of this
Agreement, other than a transferee to whom such securities have been transferred
pursuant to a Registration Statement or Rule 144 or Regulation S under the
Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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and the rules and regulations promulgated thereunder.
"GAP Coinvestment" has the meaning assigned to such term in the
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recital to this Agreement.
"GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
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liability company and the general partner of GAP 23 and GAP 31.
"GAP 31" has the meaning assigned to such term in the recital to this
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Agreement.
"GAP 23" has the meaning assigned to such term in the recital to this
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Agreement.
"General Atlantic Stockholders" means GAP 23, GAP 31, GAP Coinvestment
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and any Permitted Transferee (as defined in the Amended and Restated
Stockholders Agreement) of any of them to which Registrable Securities are
transferred, and the term "General Atlantic Stockholder" shall mean any such
Person.
"Incidental Registration" has the meaning set forth in Section 4(a) of
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this Agreement.
"Incidental Shares" has the meaning set forth in Section 4(a) of this
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Agreement.
"Incidental Stockholder" has the meaning set forth in Section 4(a) of
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this Agreement.
"Indemnitee" has the meaning set forth in Section 12(a) of this
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Agreement.
"Initial Public Offering" means the Company's initial offer to sell
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shares of Common Stock pursuant to an effective Registration Statement filed
under the Securities Act.
"IPO Effectiveness Date" means the date upon which the Company
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commences its Initial Public Offering.
"Losses" has the meaning set forth in Section 12(a) of this Agreement.
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"Major Stockholders" means the stockholders listed on Schedule 1
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hereto and any Permitted Transferee (as defined in the Amended and Restated
Stockholders Agreement) of any of them to which Registrable Securities are
transferred, and the term "Major Stockholder" shall mean any such Person.
"Majority Registering Stockholders" has the meaning set forth in
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Section 10 of this Agreement.
"Market Price" means, on any date of determination, the average of the
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daily Closing Price of the shares of Common Stock for the immediately preceding
thirty (30) days on which the national securities exchanges are open for
trading.
"NASD" means the National Association of Securities Dealers, Inc.
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"NASDAQ" means The Nasdaq Stock Market, Inc.
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"Original Stockholders Agreement" has the meaning assigned such term
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in the recital to this Agreement.
"Person" means any individual, firm, corporation, partnership, limited
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liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.
"Registering Stockholders" has the meaning set forth in Section 5(c)
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of this Agreement.
"Registrable Securities" means each of the following: (a) any and all
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shares of Common Stock now owned or hereafter acquired by the Major Stockholders
or the General Atlantic Stockholders or issued or issuable upon conversion of
shares of Series A Preferred Stock, including, without limitation, any
additional shares of Series A Preferred Stock acquired by any of the Major
Stockholders or the General Atlantic Stockholders after the date hereof and (b)
any shares of Common Stock issued or issuable to any of the Major Stockholders
or the General Atlantic Stockholders with respect to shares of Common Stock or
shares of Series A Preferred Stock by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise and shares of Common Stock issuable upon
conversion, exercise or exchange thereof.
"Registration Statement" means a registration statement filed pursuant
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to the Securities Act.
"SEC" means the Securities and Exchange Commission.
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"Securities Act" means the Securities Act of 1933, as amended, and the
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rules and regulations promulgated thereunder.
"Series A Preferred Stock" has the meaning assigned to such term in
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the recital to this Agreement.
"Stock Purchase Agreement" has the meaning assigned to such term in
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the recital to this Agreement.
2. General; Securities Subject to this Agreement.
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(a) Grant of Rights. The Company hereby grants registration rights to
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the Major Stockholders and the General Atlantic Stockholders upon the terms and
conditions set forth in this Agreement.
(b) Registrable Securities. For the purposes of this Agreement, as to
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any particular Registrable Securities, such Registrable Securities shall cease
to be Registrable Securities when (i) a registration statement covering such
Registrable Securities has been declared effective under the Securities Act by
the SEC and such Registrable Securities have been disposed of pursuant to such
effective registration statement, (ii) the entire amount of Registrable
Securities proposed to be sold in a single sale are or, in the opinion of
counsel satisfactory to the Company and the Designated Holder, each in their
reasonable judgment, may be distributed to the public without any limitation as
to volume pursuant to Rule 144 (or any successor provision then in effect) under
the Securities Act, (iii) the Registrable Securities are proposed to be sold or
distributed by a Person not entitled to the registration rights granted by this
Agreement or (iv) such Registrable Securities shall have ceased to be
outstanding.
(c) Holders of Registrable Securities. Registrable Securities
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issuable upon exercise of an option or upon conversion of another security shall
be deemed outstanding for the purposes of this Agreement.
3. Demand Registration.
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(a) General. At any time after 180 days following the Initial Public
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Offering, each of (i) one or more of the Major Stockholders as a group and (ii)
one or more of the General Atlantic Stockholders, acting through GAP LLC or its
written designee (each, a "Demand Stockholder"), may make a written request to
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the Company to register, under the Securities Act (other than pursuant to a
Registration Statement on Form S-4, S-8 or any equivalent form then in effect)
and under the securities or "blue sky" laws of any jurisdiction designated by
the Demand Stockholder (the "Demand Registration"), the number of Registrable
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Securities (including the Registrable Securities held by Permitted Transferees
of such Demand Stockholder, the "Demand Shares") stated in such request the
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offer and sale of which shall result in net proceeds (after expenses and
underwriting commissions and discounts) to the Company in excess of $10,000,000
assuming for the purpose of calculating such net proceeds that the price per
share of the Demand Shares is the Market Price on the date of the filing of the
Registration Statement with respect to such Demand Shares; provided, however,
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that each Demand Stockholder may request not greater than two Demand
Registrations pursuant to this Section 3(a); and provided further, that in no
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event shall the Company be required to effect more than one Demand Registration
within 180 days after the effective date of any other Registration Statement of
the Company. The request for a Demand Registration by a Demand Stockholder
shall specify the amount of Demand Shares proposed to be sold and the intended
method of disposition thereof. Within fifteen (15) days after the receipt of
such request, the Company shall (x) give written notice thereof to all
Designated Holders (other than the Demand Stockholders) and (y) include in such
registration all Registrable Securities held by such Designated Holders from
whom the Company has received a written request for inclusion therein within
fifteen (15) days of the receipt by such Designated Holders of such written
notice. Each such request by such Designated Holders shall specify the number
of Registrable Securities to be registered and the intended method of
disposition thereof. Unless the Demand Stockholders consent in writing, no
other Person, including the Company, shall be permitted to offer securities
under any such Demand Registration.
(b) Effective Demand Registration. The Company shall use its
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reasonable efforts to cause the Demand Registration pursuant to Section 3(a) to
become and remain effective not later than one hundred twenty (120) days after
the Company receives from a Demand Stockholder a request for such Demand
Registration. A registration shall constitute a Demand Registration if the
Demand Registration has become effective and remains continuously effective for
the lesser of (a) 120 days and (b) the consummation of the sale, pursuant to
such registration, of all of the Registrable Securities covered by such
registration.
(c) Underwriting Adjustment. If the Demand Registration pursuant to
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Section 3(a) involves an underwritten offering, and the managing underwriter
shall advise the Company in writing that, in its opinion, the number of
Registrable Securities requested to be included in such registration exceeds the
number which can be sold in such offering, the Company will include in such
registration, to the extent of the number of Registrable Securities which the
Company is so advised can be sold in such offering, (a) first, the Demand Shares
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and (b) second, all other Registrable Securities proposed to be included in such
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registration, on a pro rata basis.
4. Incidental or "Piggyback" Registration.
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(a) General. If at any time following the Company's Initial Public
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Offering, the Company proposes to register any shares of Common Stock under the
Securities Act (other than pursuant to a Registration Statement on Form S-4, S-8
or any equivalent form then in effect) for public sale for its own account, then
the Company shall give to each Major Stockholder and each General Atlantic
Stockholder (each, an "Incidental Stockholder") notice of such proposed
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registration at least fifteen (15) days prior to the filing of a Registration
Statement with respect to such public sale. Upon the written request of any
Incidental Stockholder delivered to the Company within ten (10) days after the
receipt of the notice from the Company (which request shall state the number of
Registrable Securities, including Registrable Securities held by Permitted
Transferees of such Incidental Stockholder (collectively, the "Incidental
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Shares"), that such Incidental Stockholder wishes to sell or distribute publicly
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under such Registration Statement proposed to be filed by the Company), the
Company shall use its reasonable efforts to register such Incidental Shares
under such Registration Statement, and to cause such registration to become and
remain effective so long as the Company keeps such registration effective as to
such other shares of Common Stock (the "Incidental Registration"). The Company
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may wish not to file a Registration Statement, may withdraw a Registration
Statement at any time before it becomes effective or postpone or terminate the
offering without obligation to any Incidental Stockholder.
(b) Underwriting Adjustment. If the Incidental Registration pursuant
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to Section 4(a) involves an underwritten offering, and the Company's managing
underwriter shall advise the Company in writing that, in its opinion, the number
of shares of Common Stock requested to be included in such registration exceeds
the number which can be sold in such offering in light of the price per share,
the Company shall include in such registration, to the extent of the number of
shares of Common Stock which the Company is so advised can be sold in such
offering, (a) first, shares of Common Stock that the Company proposes to issue
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and sell for its own account, if any, and (b) second, all other Registrable
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Securities (including Incidental Shares) proposed to be included in such
registration, on a pro rata basis.
5. Registration Procedures. In connection with the Company's obligations
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pursuant to Sections 3 and 4 hereof, the Company shall use all reasonable
efforts to effect such registration and the Company shall promptly:
(a) prepare and file with the Commission as soon as practicable after
a request for registration hereunder the requisite Registration Statement to
effect such registration and use all reasonable efforts to cause such
Registration Statement to become effective and to remain continuously effective
until the earlier to occur of (x) 180 days following the date on which such
Registration Statement is declared effective and (y) the termination of the
offering being made thereunder:
(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 and
to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration Statement
until such Registrable Securities have been sold or such lesser period of time
as the Company, any seller of such Registrable Securities or any underwriter is
required under the Securities Act to deliver a prospectus in accordance with the
intended methods of disposition by the sellers of such Shares set forth in such
Registration Statement or supplement to such prospectus;
(c) furnish to each Designated Holder that owns Registrable Securities
covered by such Registration Statement (the "Registering Stockholders") and the
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managing underwriter, if any, prior to the filing of a Registration Statement,
copies of such Registration Statement as is proposed to be filed, and thereafter
such number of copies of the Registration Statement, each amendment and
supplement thereto (in each case including all exhibits thereto), such number of
copies of the prospectus contained in such Registration Statement (including
each preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act, as may reasonably be requested by
such Registering Stockholder;
(d) use all reasonable efforts to (i) register or qualify all
Registrable Securities covered by such Registration Statement under the
securities or "blue sky" laws of such jurisdiction where an exemption is not
available as the Registering Stockholders shall reasonably request, (ii) keep
such registration or qualification in effect for so long as such Registration
Statement remains in effect and (iii) take any other action which may be
reasonably necessary or advisable to enable the Registering Stockholders to
consummate the disposition in such jurisdictions of such Registrable Securities;
provided, however, that the Company shall not be required to qualify generally
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to do business in any jurisdiction where it is not then so qualified, subject
itself to taxation in any such jurisdiction or take any action which would
subject it to general service of process in any such jurisdiction;
(e) notify the Registering Stockholders, the managing underwriter, if
any, and their respective counsels promptly, and confirm such advice in writing
(i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed and, with respect to a Registration Statement or any post-
effective amendment, when the same has become effective, (ii) of any request by
the Commission for amendments or supplements to a Registration Statement or
related prospectus or for additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event or information becoming known which requires the making
of any changes in a Registration Statement or related prospectus so that such
documents will not contain any 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 not misleading and (vi) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate;
(f) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement, or the lifting of any
suspension of the qualification of any of the registered Shares for sale in any
jurisdiction, at the earliest possible moment;
(g) upon the occurrence of any event contemplated by clause (e)(v)
above, prepare a supplement or post-effective amendment to the applicable
Registration Statement or related prospectus or and document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the securities being sold thereunder, such
prospectus will not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading;
(h) use its best efforts to furnish to the Registering Stockholders a
signed counterpart, addressed to the Registering Stockholders and the
underwriters, if any of (i) an opinion of counsel for the Company and (ii) a
"comfort" letter, signed by the independent public accountants who have
certified the Company's financial statements included or incorporated by
reference in such Registration Statement, covering substantially the same
matters with respect to such Registration Statement (and the prospectus included
therein) and, in the case of the accountant's letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities (and dated the dates
such opinions and comfort letters are customarily dated) and, in the case of the
accountant's letter, such other financial matters, and in the case of the legal
opinion, such other legal matters, as the Registering Stockholders or the
underwriters may reasonably request;
(i) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to the Registering
Stockholders an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 promulgated thereunder, no later than ninety
(90) days after the end of any 12-month period beginning after the effective
date of a Registration Statement pursuant to which the Shares are sold, which
statement shall cover such 12-month period;
(j) cooperate with the Registering Stockholders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing the Registrable Securities to be sold; and enable such
Registrable Securities to be in such denominations and registered in such names
as the Registering Stockholders or the managing underwriters, if any, may
request at least two Business Days prior to any sale of the Registrable
Securities to the underwriters;
(k) use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
the Registering Stockholder(s) or the underwriters, if any, to consummate the
disposition of such Registrable Securities;
(l) cause all Registrable Securities covered by the Registration
Statement to be listed on each securities exchange, if any, on which securities
of such class, series and form issued by the Company, if any, are then listed if
requested by the managing underwriters, if any, or the holders of a majority of
the Registrable Securities covered by the Registration Statement and entitled
hereunder to be so listed;
(m) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter" that is required
to be retained in accordance with the rules and regulations of the NASD);
(n) as soon as practicable prior to the filing of any document which
is to be incorporated by reference into the Registration Statement or the
prospectus (after initial filing of the Registration Statement) provide copies
of such document to counsel to the Registering Stockholders and to the managing
underwriters, if any, and make the Company's representatives available for
discussion of such document and consider in good faith making such changes in
such document prior to the filing thereof as counsel for such Registering
Stockholders or underwriters may reasonably request; and
(o) use its reasonable efforts to take any other steps necessary to
effect the registration contemplated by Sections 3 and 4.
The Company may require that each Registering Stockholder furnish to
the Company such information regarding such Registering Stockholder and the
distribution of such Registrable Securities as the Company may from time to time
reasonably request in writing in order to comply with the Securities Act.
The Registering Stockholders agree that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
5(e)(ii), (iii), (iv), (v) or (vi) hereof, they will forthwith discontinue
disposition pursuant to such Registration Statement of any Registrable
Securities covered by such Registration Statement or prospectus until their
receipt of the copies of the supplemented or amended prospectus relating to such
Registration Statement or prospectus or until they are advised in writing by the
Company that the use of the applicable prospectus may be resumed (and the
Company shall extend the period during which such Registration Statement shall
be maintained effective so that the period of such discontinuance shall be
excluded from the calculation of the period specified in clause (x) of Section
5(a)) and, if so directed by the Company, will deliver to the Company (at the
Company's expense), all copies, other than permanent file copies then in their
possession, of the prospectus covering such Registrable Securities in effect at
the time of receipt of such notice. The Registering Stockholders agree to
furnish the Company a signed counterpart, addressed to the Company and the
underwriters, if any, of an opinion of counsel for the Registering Stockholders
covering substantially the same matters with respect to such Registration
Statement (and the prospectus included therein) as are customarily covered in
opinions of selling stockholder's counsel delivered to the underwriters in
underwritten public offerings of securities (and dated the dates such opinions
are customarily dated) and such other legal matters as the Company or the
underwriters may reasonably request.
6. Underwritten Offerings.
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(a) Demand Underwritten Offerings. In any Demand Registration
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pursuant to Section 3, the Company shall use its best efforts to enter into an
underwriting agreement for such offering with the underwriters selected by the
Demand Stockholder (which underwriters shall be investment banking firms of
national reputation), such underwriters to be reasonably satisfactory to the
Company and such agreement to be reasonably satisfactory in form and substance
to the Company, the Demand Stockholder and the underwriters and to contain such
representations and warranties by the Company and such other terms as are
customary in underwriting agreements. The Registering Stockholders who hold
Registrable Securities to be distributed by such underwriters shall be parties
to such underwriting agreement and may, at their option, require that any or all
of the representations and warranties by, and the other agreements on the part
of, the Company to and for the benefit of such underwriters shall also be made
to and for the benefit of them and that any or all of the conditions precedent
to the obligations of such underwriters under such underwriting agreement be
conditions precedent to their obligations. The Company may, at its option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Registering Stockholders to and for the benefit
of such underwriters shall also be made to and for the benefit of the Company
with due regard to the amount of Registrable Securities being sold by such
Registering Stockholder and the nature of such representations, warranties and
agreements and the underwriting.
(b) Incidental Underwritten Offerings. If the Company at any time
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proposes to register any shares of Common Stock as contemplated by Section 4 and
such shares of Common Stock are to be distributed by or through one or more
underwriters, the Company and the Registering Stockholders who hold shares of
Common Stock to be distributed by such underwriters in accordance with Section 4
hereof shall be parties to the underwriting agreement between the Company and
such underwriters (which underwriters shall be investment banking firms of
national reputation and the same underwriters, if any, who underwrite the
distribution of the shares of Common Stock for the account of the Company and/or
Persons whose shares of Common Stock are covered by such Registration Statement)
and may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
them and that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to their
obligations. The Company may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Registering Stockholders to and for the benefit of such underwriters shall also
be made to and for the benefit of the Company with due regard to the amount of
Registrable Securities being sold by such Registering Stockholder and the nature
of such representations, warranties and agreements and the underwriting.
7. Preparation; Reasonable Investigation. In connection with the
-------------------------------------
preparation and filing of each Registration Statement pursuant to this
Agreement, the Company shall (a) provide the Registering Stockholders, the
underwriters and their respective counsels and accountants the opportunity (but
such Persons shall not have the obligation) to participate in the preparation of
such Registration Statement, each prospectus included therein or filed with the
Commission, and, to the extent practicable, each amendment thereof or supplement
thereto, and shall give each of them such access to its books and records (to
the extent customarily given to the underwriters of the Company's securities),
(b) keep such counsel advised in writing as to the initiation and progress of
any registration under Sections 3 and 4 and (c) provide such opportunities to
discuss the business of the Company with its officers and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of the Registering Stockholders' and the underwriters' respective
outside counsel, to conduct a reasonable investigation within the meaning of the
Securities Act, including, without limitation, making available for inspection
all financial and other records, pertinent corporate documents of the Company
and the Subsidiaries to the extent reasonably necessary to enable the
Registering Stockholders, the underwriters and their respective counsel and
accountants to conduct such investigation.
8. Limitations, Conditions and Qualifications to Obligations under
---------------------------------------------------------------
Registration Covenants. The obligations of the Company use its reasonable
- ----------------------
efforts to cause the Registrable Securities to be registered under the
Securities Act are subject to each of the following limitations, conditions and
qualifications:
(a) The Company shall be entitled to postpone for a reasonable period
of time the filing or effectiveness of, or suspend the rights of Registering
Stockholders to make sales pursuant to, any Registration Statement otherwise
required to be prepared, filed and made and kept effective by it hereunder (but
the duration of such postponement or suspension may not exceed the earlier to
occur of (i) fifteen (15) days after the cessation of the circumstances
described in clauses (x) and (y) below and (ii) 120 days after the date of the
determination of the Board of Directors referred to below, and the duration of
such postponement or suspension shall be excluded from the calculation of the
period specified in clause (x) of Section 5(a) during which such Registration
Statement shall be maintained effective) if the Board of Directors determines in
good faith that (x) there is a material undisclosed development in the business
or affairs of the Company (including any pending or proposed financing,
recapitalization, acquisition or disposition), the disclosure of which at such
time could be materially adverse to the Company's interests or (y) the Company
has filed a Registration Statement with the Commission, such Registration
Statement has not yet been declared effective, the Company is using its best
efforts to have such Registration Statement declared effective and the
underwriters with respect to such registration advise that such registration
would be materially adversely affected; provided, however, that the Company
-------- -------
shall not be entitled to cause any such suspension or postponement pursuant to
this Section 8(a) more than twice in any one-year period. If the Company shall
so delay the filing of a Registration Statement, it shall, as promptly as
possible, notify the Registering Stockholders of such determination, and the
Registering Stockholders shall have the right (A) in the case of a postponement
of the filing or effectiveness of a Registration Statement, to withdraw the
request for registration by giving written notice to the Company within ten (10)
days after receipt of the Company's notice or (B) in the case of a suspension of
the right to make sales, to receive an extension of the registration period
equal to the number of days of the suspension; provided, however, that if the
-------- -------
Registration Statement described in subsection (A) of this sentence was filed by
the Company after a request for a Demand Registration pursuant to Section 3,
then such request shall not count as a Demand Registration under Section 3 if
such Requesting Stockholder withdraws such request in accordance with subsection
(A) of this sentence.
(b) The Company shall not be required hereby to include Registrable
Securities in a Registration Statement if, in the written opinion of outside
counsel to the Company of recognized standing in securities law matters, the
beneficial owners of such Registrable Securities seeking registration would be
free to sell all of such Registrable Securities within the current calendar
quarter without registration under Rule 144.
(c) The Company's obligations shall be subject to the obligations of
the Registering Stockholders, which the Registering Stockholders acknowledge, to
furnish all information and materials and to take any and all actions as may be
required under applicable federal and state securities laws and regulations to
permit the Company to comply with all applicable requirements of the Commission
and to obtain any acceleration of the effective date of such Registration
Statement.
(d) The Company shall not be obligated to cause any special audit to
be undertaken in connection with any registration pursuant hereto unless such
audit is requested by the underwriters with respect to such registration.
9. Custody Agreement and Power of Attorney. Each of the Demand
---------------------------------------
Stockholders and the Incidental Stockholders shall, if requested by the Company,
execute and deliver a custody agreement and power of attorney, in form and
substance reasonably satisfactory to the Company relating to such Designated
Holder's Registrable Securities to be registered pursuant to this Agreement (a
"Custody Agreement and Power of Attorney"). The Custody Agreement and Power of
- ----------------------------------------
Attorney shall provide, among other things, that the Demand Stockholders and the
Incidental Stockholders, as the case may be, shall deliver to and deposit in
custody with the custodian and attorney-in-fact named therein a certificate or
certificates representing such Registrable Securities (duly endorsed in blank by
the registered owner or owners thereof or accompanied by duly executed stock
power in blank) and irrevocably appoint said custodian and attorney-in-fact as
such Designated Holder's agent and attorney-in-fact with full power and
authority to act under the Custody Agreement and Power of Attorney on such
Designated Holder's behalf with respect to the matters specified therein. Such
Demand Stockholder or Incidental Stockholder, as the case may be, shall also
execute such other agreements as the Company may reasonably request to further
evidence the provisions of this Section 9.
10. Expenses. The Company shall pay all reasonable out-of pocket costs
--------
and expenses incurred in connection with each registration of Registrable
Securities pursuant to this Agreement, including, without limitation, (a) the
reasonable fees and disbursements of a single firm of outside counsel retained
by the Registering Stockholders which beneficially own a majority of the total
number of Registrable Securities being registered by the Registering
Stockholders (the "Majority Registering Stockholders"), (b) any and all filing
---------------------------------
fees payable to the Commission, fees with respect to filings required to be made
with stock exchanges, NASDAQ and the NASD, (c) fees and expenses of compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of a single firm of outside counsel for each of (i) the
underwriters and (ii) the Majority Registering Stockholders in connection with
blue sky qualifications of Shares being registered and determination of its
eligibility for investment under the laws of such jurisdictions as the
Registering Stockholders may designate), (d) printing, messenger and delivery
expenses, and (e) fees, charges and disbursements of counsel and accountants of
the Company, including costs associated with comfort letters, and fees and
expenses of other Persons retained by the Company, but excluding underwriters'
expenses (including discounts, commissions or fees (and expenses included
therein) of underwriters and selling brokers, dealer managers or similar
securities industry professionals relating to the distribution of the securities
being registered or legal expenses of any Person other than the Company and the
Registering Stockholders) but including the fees and expenses of any qualified
independent underwriter required to participate in such registration pursuant to
applicable law or the requirements of the NASD. The Company shall, in any event
in all cases, pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), and the expense of securities law liability insurance and
rating agency fees, if any.
11. Hold-Back.
---------
(a) Each Designated Holder of Registrable Securities included in a
Registration Statement hereunder agrees not to effect any public sale or
distribution of Registrable Securities up to thirty (30) days prior to, and up
to 180 days following, the effective date of such Registration Statement, if and
to the extent requested by the Company or by the managing underwriter or
underwriters of such registration.
(b) The Company agrees not to effect any public sale or distribution
of any of its securities for its own account (except pursuant to registrations
on Form S-4 or S-8 or any equivalent form then in effect) during the ninety (90)
day period beginning on the effective date of any Registration Statement in
which the General Atlantic Stockholders are participating as a result of a
Demand Registration pursuant to Section 3 hereof.
12. Indemnity.
---------
(a) Indemnification by the Company. In the case of any registration
------------------------------
of Registrable Securities pursuant to this Agreement, the Company will indemnify
and hold harmless each Designated Holder under Sections 3 and 4 hereof (each
referred to individually as an "Indemnitee"), and any Person who controls such
----------
Indemnitee or underwriter within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages, liabilities and expenses
(collectively, "Losses") resulting from any untrue statement or allegedly untrue
------
statement of a material fact contained in any Registration Statement,
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or from any 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, except insofar as the same (i) may have
been based upon information concerning such Indemnitee furnished in writing to
the Company by such Indemnitee or such underwriter expressly for use therein and
used in accordance with such writing, (ii) may have been based upon the failure
of the underwriter to send or give a copy of the final prospectus (or any
amendment or supplement thereto) to the Person asserting the untrue statement or
omission or alleged omission at or prior to the sale of the Registrable
Securities to such Person if such statement was corrected in the final
prospectus or (iii) arise in respect of any offers to sell or sales of Demand
Shares or Incidental Shares, as the case may be, made during any period when
such Indemnitee is required to discontinue sales under Section 5(e) after such
Indemnitee has received the notice contemplated by Section 5(e).
(b) Indemnification by the Designated Holders. Each Indemnitee, by
-----------------------------------------
acceptance of the provisions herein, agrees to furnish to the Company such
information concerning such Indemnitee and the proposed sale or distribution as
shall, in the opinion of counsel for the Company, be necessary in connection
with any such registration or qualification of any Demand Shares or Incidental
Shares, and to indemnify and hold harmless the Company, its officers, directors,
employees and agents and each of its underwriters (and any Person who controls
the Company or such underwriters within the meaning of Section 15 of the
Securities Act) against all Losses resulting from any untrue statement or
allegedly untrue statement of a material fact furnished in writing by such
Indemnitee to the Company or to any underwriter of Registrable Securities sold
by such Indemnitee, expressly for use in connection with such registration or
qualification and used in accordance with such writing and from any omission
therefrom or alleged omission therefrom of a material fact needed to be
furnished or necessary to make the statements therein (in light of the
circumstances under which they were made) not misleading, except insofar as the
same may have been based on information furnished in writing to the Company by
such Indemnitee or to such underwriter expressly for use therein and used in
accordance with such writing, but not insofar as the same may have been based on
the failure of the underwriter to send or give a copy of the final prospectus
(or any amendment or supplement thereto) to the Person asserting the untrue
statement or omission or alleged omission at or prior to the sale of the Shares
to such person if such statement was corrected in the final prospectus;
provided, however, that in no event shall the total amount to be indemnified by
- -------- -------
such Indemnitee under this Section 12(b) be greater than the net proceeds
actually received by such Indemnitee upon the sale of the Demand Shares or the
Incidental Shares, as the case may be, giving rise to the indemnification
obligation.
(c) Conduct of Indemnification Proceedings. Any Indemnitee entitled
--------------------------------------
to indemnification hereunder shall give prompt notice to the indemnifying party
of any action, suit, proceeding, investigation or threat thereof (each, a
"Claim") with respect to which such Indemnitee shall seek indemnification and
-----
shall permit such indemnifying party to assume the defense of such Claim with
counsel reasonably satisfactory to the Indemnitee; provided, however, that the
-------- -------
failure to so notify the indemnifying party shall not relieve the indemnifying
party of any liability that it may have to the Indemnitee hereunder except to
the extent that such failure prejudices the indemnifying party's substantive
rights or defenses. The indemnifying party shall be entitled to participate in
and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense of such Claim, at its own expense,
with counsel chosen by it and satisfactory to such Indemnitee; provided,
--------
however, that any Person entitled to indemnification hereunder shall have the
- -------
right to employ separate counsel and to participate in the defense of such
Claim, but the fees and expenses of such counsel shall be at the expense of such
Indemnitee unless (i) the indemnifying party shall have agreed to pay such fees
or expenses, (ii) the indemnifying party shall have failed to assume the defense
of such Claim and employ counsel reasonably satisfactory to such Person or (iii)
in the opinion of outside counsel to such Person, there may be one or more legal
defenses available to such Person which are different from or in addition to
those available to the indemnifying party with respect to such Claim (in which
case, if the Person notifies the indemnifying party in writing that such Person
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such Claim
on behalf of such Person). If such defense is not assumed by the indemnifying
party, then the indemnifying party shall not be subject to any liability for any
settlement made without its consent (but such consent shall not be unreasonably
withheld). No Indemnitee shall be required to consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnitee of a written
release in form and substance reasonably satisfactory to such Indemnitee from
all liability in respect of such Claim or litigation. An indemnifying party who
is not entitled to, or elects not to, assume the defense of a Claim shall not be
obligated to pay the fees and expenses of more than one firm of counsel (and, if
necessary, local counsel) for all Indemnities with respect to such Claim, unless
in the written opinion of outside counsel to an Indemnitee a conflict of
interest as to the subject matter exists between such Indemnitee and another
Indemnitee with respect to such Claim, in event the indemnifying party shall be
obligated to pay the fees and expenses of additional counsel for such
Indemnitee.
(d) Contribution. If for any reason the indemnification provided for
------------
in this Section 12 is unavailable to an Indemnitee in respect of any Loss as
contemplated hereby, then the indemnifying party shall contribute to the amount
paid or payable by the Indemnitee as a result of such Loss in such proportion as
is appropriate to reflect not only the relative benefits received by the
Indemnitee and the indemnifying party, but also the relative fault of the
Indemnitee and the indemnifying party, as well as any other relevant equitable
considerations; provided, however, that in no event shall the total amount to be
-------- -------
contributed and indemnified by such Indemnitee exceed, in the aggregate, the net
proceeds received by such Registering Stockholder upon the sale of the Demand
Shares or the Incidental Shares, as the case may be, giving rise to such
indemnification and contribution obligation. The amount paid or payable as a
result of such Loss referred to above shall be deemed to include, subject to the
limitations set forth in subsections (a), (b) and (c) of this Section 12, any
legal or other fees, charges or expenses reasonably incurred by such party in
connection with in any investigation or proceeding.
13. Participation in Underwritten Registrations. No Designated Holder may
-------------------------------------------
participate in any underwritten registration hereunder unless (a) such
Designated Holder agrees to sell its Registrable Securities on the basis
provided in and in compliance with any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and to comply with Rules
10b-6 and l0b-7 under the Exchange Act and (b) completes and executes all
questionnaires, appropriate and limited powers of attorney, escrow agreements,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements; provided that all such
--------
documents shall be consistent with the provisions hereof.
14. Rule 144. The Company hereby covenants that after it has filed (and
--------
such Registration Statement has become effective) a Registration Statement
pursuant to the requirements of Section 12 of the Exchange Act or a Registration
Statement pursuant to the requirements of the Securities Act in respect of any
Shares, the Company shall file in a timely manner all reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if the Company is not
required to file such reports, it shall, upon the request of any Stockholder
make publicly available other information so long as necessary to permit sales
by such Stockholder under Rule 144) and shall take such further action as any
Stockholder may reasonably request to the extent required from time to time to
enable such Stockholder to sell its or his Shares under Rule 144.
15. Recapitalizations, Exchanges, etc. The provisions of this Agreement
---------------------------------
shall apply, to the full extent set forth herein with respect to (a) the shares
of Common Stock and (b) to any and all equity securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in conversion of, in
exchange for or in substitution of, the shares of Common Stock and shall be
appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.
16. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Company shall not enter into any
--------------------------
agreement with respect to its securities that is inconsistent with the rights
granted to the Designated Holders in this Agreement or grant any additional
registration rights to any Person or with respect to any securities which are
not Registrable Securities which are prior in right to or inconsistent with the
rights granted in this Agreement.
(b) Remedies. The Designated Holders, in addition to being entitled
--------
to exercise all rights granted by law, including recovery of damages, shall be
entitled to specific performance of their rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive in any action for specific performance the defense
that a remedy at law would be adequate.
(c) Amendments and Waivers.
----------------------
(i) No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the parties
hereto at law, in equity or otherwise.
(ii) Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by any party from the terms of any provision of
this Agreement, shall be effective (x) only if it is made or given in writing
and signed by the Designated Holders holding (after giving effect to any
adjustments) 60% of the shares of Common Stock (assuming conversion, exercise or
exchange of all securities or obligations convertible, exerciseable or
exchangeable for shares of Common Stock) and (y) only in the specific instance
and for the specific purpose for which made or given; provided, however, that
-------- -------
any such amendment, supplement or modification to this Agreement shall not be
effective to withdraw, deny or adversely affect the rights of any Designated
Holders who has not consented in writing to such amendment, supplement or
modification; and provided further, that any amendment which adversely affects
the Company or imposes an additional obligation thereon must be approved in
writing by the Company.
(d) Notices. All notices, demands and other communications provided
-------
for or permitted hereunder shall be made in writing and shall be made by
registered or certified first-class mail, return receipt requested, telecopier,
courier service, overnight mail or personal delivery:
(i) if to the Company:
LHS Group Holding Corporation
115 West Perimeter Center Place
Atlanta, Georgia 30346
Attention: Hartmut Lademacher
Telecopy: (770) 671-9791
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: George R. Krouse, Jr., Esq.
Telecopy: (212) 455-2505
(ii) if to the General Atlantic Stockholders:
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Attention: Stephen P. Reynolds
Telecopy: (203) 622-8818
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Matthew Nimetz, Esq.
Telecopy: (212) 757-3990
(iii) if to the Major Stockholders:
c/o LHS Group Holding Corporation
115 West Perimeter Center Place
Atlanta, Georgia 30346
Attention: Hartmut Lademacher
Telecopy: (770) 671-9791
with a copy to:
LHS Specifications KG
Theodor-Heuss-Ring 52
D 63128 Dietzenbach
Federal Republic of Germany
Attention: Otto Wipprecht
Telecopy: 6074-831-199
and
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: George R. Krouse, Jr., Esq.
Telecopy: (212) 455-2502
(iv) if to any other Designated Holder, at its address
as it appears on the record books of the
Company.
All such notices and communications shall be deemed to have been duly given
when delivered by had, if personally delivered; when delivered by courier or
overnight mail, if delivered by commercial courier service or overnight mail;
five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied.
(e) Successors and Assigns; Third Party Beneficiaries. This Agreement
-------------------------------------------------
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto.
(f) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
-------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(i) Severability. If any one or more of the provisions contained
------------
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired.
(j) Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
in the Stock Purchase Agreement and the Amended and Restated Stockholders
Agreement. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
(k) Further Assurances. Each of the parties shall execute such
------------------
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
LHS GROUP HOLDING CORPORATION
By: /s/ Hartmut Lademacher
----------------------
Name: Hartmut Lademacher
Title: CEO
GENERAL ATLANTIC PARTNERS 23, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
Its General Partner
By: /s/ Stephen P. Reynolds
-----------------------
Name: Stephen P. Reynolds
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 31, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
Its General Partner
By: /s/ Stephen P. Reynolds
-----------------------
Name: Stephen P. Reynolds
Title: A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
-----------------------
Name: Stephen P. Reynolds
Title: A General Partner
MAJOR STOCKHOLDERS
/s/ Joachim Hertel
------------------
Joachim Hertel
/s/ Hartmut Lademacher
----------------------
Hartmut Lademacher
/s/ Manfred Hellwig
-------------------
Manfred Hellwig
/s/ Rainer Zimmerman
--------------------
Rainer Zimmerman
/s/ Eberhard Czempiel
---------------------
Eberhard Czempiel
/s/ Otto Wipprecht
------------------
Otto Wipprecht
/s/ Jurgen Spengler
-------------------
Jurgen Spengler
/s/ William Bobb
----------------
William Bobb
/s/ Wolf Gaede
--------------
Wolf Gaede
Schedule 1
----------
Major Stockholders
------------------
Joachim Hertel
Hartmut Lademacher
Manfred Hellwig
Rainer Zimmerman
Eberhard Czempiel
Otto Wipprecht
Jurgen Spengler
William Bobb
Wolf Gaede