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EXHIBIT 10.69
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of May __,
1998 between Information Solutions Group, Inc., a Florida corporation (the
"Company"), and Daniel J. and Sandra White (including permitted successors and
assigns hereunder) (the "Stockholders") of shares of Common Stock, par value
$.01 per share ("Common Stock"), of the Company.
WHEREAS, on May 12, 1998, the Stockholders, the Company, Bankers Hazard
Determination Services, Inc. ("Bankers"), Bankers Insurance Group, Inc. ("BIG")
and Geotrac, Inc., an Ohio corporation ("Geotrac") entered into an Agreement
and Plan of Merger (the "Merger Agreement");
WHEREAS, pursuant to the terms of the Merger Agreement Geotrac merged
(the "Merger") with and into Bankers, with Bankers being the surviving
corporation, and changing its name to Geotrac,Inc.;
WHEREAS, as part of the Merger consideration, for their shares of
Geotrac, the Whites received or will receive up to 480,515 shares of common
stock of IMSG; and
WHEREAS, under the Merger Agreement, it is a condition to the
obligations of the Stockholders and Geotrac to consummate the Merger that the
Company execute this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, the parties agree as
follows:
1. Demand Registration. Subject to the terms and conditions of this
Agreement, at any time on or after the first anniversary of the Closing Date of
an initial public offering ("IPO") or registration of the Company's capital
stock under the Securities Exchange Act of 1934, as amended, the Stockholders
may deliver a written request (a "Demand Notice") to the Company to register
under the Securities Act of 1933, as amended (the "1933 Act"), on Form S-3 any
or all shares of Common Stock owned by such Stockholders (such shares of Common
Stock as to which any such request is made pursuant to this Section 1 or Section
2 hereof being the "Registrable Securities"). The Company agrees that is will
use reasonable efforts to cause the prompt registration of all such Registrable
Securities; provided however, the Company may postpone for a limited time, which
in no event shall be longer than ninety (90) days, compliance with a request for
registration pursuant to this Section 1 if (i) such compliance would materially
adversely affect (including, without limitation, through the premature
disclosure thereof) a proposed material financing, reorganization,
recapitalization, acquisition, consolidation or similar transaction, (ii) the
Company is conducting a public offering of capital stock and the managing
underwriter concludes in its reasonable judgment that such compliance would
materially adversely affect such offering or (iii) the Company notifies
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the Stockholders that a material event has occurred or is likely to occur that
has not been publicly disclosed and if disclosed would have a material adverse
effect on the Company and its ability to consummate any offering of the
Registrable Securities subject to the Demand Notice. If there is a postponement
under any of clause (i), (ii) or (iii) above, the Demand Notice may be withdrawn
by the Stockholders by notice to the Company. In such case, no demand shall have
been made for the purposes of this Section 1. The Stockholders shall not make a
demand for registration of shares of Common Stock pursuant to this Section 1
within six (6) months following the effective date of the registration for a
"piggyback" registration pursuant to Section 2 below. Notwithstanding anything
in this Section 1 to the contrary, the Company shall not be required to comply
with more than one (1) request of the Stockholders pursuant to this Section 1.
Any underwriter selected by the Stockholders to act as such in connection with a
registration pursuant to this Section 1 must be reasonably acceptable to the
Company.
2. "Piggyback" Registration. Whenever the Company proposes to file a
registration statement relating to any of its securities under the 1933 Act for
its account or the account of any other stockholder of the Company (other than a
registration statement required to be filed in respect of employee benefit plans
of the Company on Form S-8 or any similar form from time to time in effect or
any registration statement on Form S-4 or similar successor form), the Company
shall, at least twenty-one (21) days (or if such twenty-one (21) day period is
not practicable, then a reasonable shorter period which shall not be less than
seven (7) days) prior to such filing, give written notice of such proposed
filing to the Stockholders, and such notice shall offer each of the Stockholders
the opportunity to register such Registrable Securities as such Stockholder may
request, and such notice shall state the name of the managing underwriter for
such registration, the number of securities to be registered for the account of
the Company and for the account of any stockholder, and the intended method of
disposition of such securities. Upon the written request of a Stockholder, given
within five (5) days after receipt of any such notice of registration from the
Company, to register any shares of Common Stock owned by him or her (which
request shall state the amount of Registrable Securities requested to be
registered), the Company shall include such Registrable Securities in such
registration statement or in a separate registration statement concurrently
filed on terms and conditions comparable to those of the securities offered on
behalf of the Company or for the account of any other stockholder of the
Company, unless the managing underwriter therefor concludes in its reasonable
judgment that the inclusion of such Registrable Securities in such offering
would materially adversely affect such offering, in which event the number of
shares that may be sold in such offering shall be allocated, first, to the
Company (or, if the offering is being made principally for the account of
another person, to such person), second to the Stockholders pro rata in
accordance with their percentage of shares of Common Stock included in the
offering and, third, to any other third party having registration rights with
respect to shares. If any of the Registrable Securities that a Stockholder has
requested be included in such offering are not so included, then the Company
shall cause such Registrable Securities to be registered under a separate
registration statement a limited period of time thereafter, which in no event
shall be more than six (6) months.
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3. General Provisions.
(a) The Company shall use all reasonable efforts to cause any
registration statement referred to in Section 1 or Section 2 to become
effective and to remain effective (with a prospectus at all times
meeting the requirements of the 1933 Act) until the earlier of (i) six
(6) months from the effective date of the registration statement or (ii)
the date the Stockholder(s) complete the distribution of Registrable
Securities. The Company will use all reasonable efforts to effect such
qualifications under applicable "blue sky" or other state securities
laws as may be reasonably requested by the Stockholders (provided that
the Company shall not be obligated to file a general consent to service
of process or qualify to do business as a foreign corporation or
otherwise subject itself to taxation in any jurisdiction solely for the
purpose of any such qualification) to permit or facilitate such sale or
other distribution.
(b) To the extent not inconsistent with applicable law, the
Company and each of the Stockholders agrees not to effect any public
sale or distribution of their respective shares of Common Stock,
including, without limitation, a sale pursuant to Rule 144 promulgated
under the 1933 Act or pursuant to the Stockholders Agreement, during the
sixty (60) day period prior to, and during the ninety (90) day period
beginning on, the effective date of a registration statement in which
shares of its Registrable Securities are registered (except as part of
such registration), if and to the extent requested by the Company or by
the underwriter(s) in the case of an underwritten public offering.
4. Information, Documents, Etc. Upon making a request for
registration pursuant to Section 1 or Section 2, each of the Stockholders shall
furnish to the Company such information regarding his or her holdings and the
proposed manner of distribution thereof as shall be required in connection with
any registration qualification or compliance referred to in this Agreement. The
Company agrees that it will furnish to each of the Stockholders the number of
prospectuses, offering circulars or other documents, or any amendments or
supplements thereto, incident to any registration, qualification or compliance
referred to in this Agreement as the Stockholders from time to time may
reasonably request.
5. Expenses. The Company will bear all expenses of registrations
incident to its performance of or compliance with this Agreement, including,
without limitation, registration and filing fees, exchange listing fees,
printing expenses, fees and expenses of compliance with blue sky or other state
securities law and fees and disbursements of (a) counsel for the Company, (b)
all independent certified public accountants, (c) underwriters, and (d) any and
all other persons retained by the Company; provided, however, the Company will
not pay (i) underwriting discounts and commissions and brokerage commissions and
fees, if any, payable with respect to Registrable Securities sold by a
Stockholder, (ii) filing fees attributable to a Stockholder's Registrable
Securities, (iii) fees and expenses of compliance with blue sky or other state
securities laws that are required by law to be paid directly by a Stockholder,
and (iv) fees and expenses of any counsel and accountants for any Stockholder.
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6. Cooperation. In connection with any registration of Registrable
Securities pursuant to this Agreement, the Company agrees to:
(a) enter into such customary agreements (including an
underwriting agreement containing such representations and warranties by
the Company and such other terms and provisions, including
indemnification provisions, as are customarily contained in underwriting
agreements for comparable offerings and, if no underwriting agreement is
entered into, an indemnification agreement on such terms as is customary
in transactions of such nature) and take all such other actions as the
Stockholders or the underwriters, if any, participating in such offering
and sale may reasonably request in order to expedite or facilitate such
offering and sale;
(b) furnish, at the request of the Stockholders or any
underwriters participating in such offering and sale, (i) a comfort
letter or letters, dated the date of the final prospectus with respect
to the Registrable Securities and/or the date of the closing for the
sale of the Registrable Securities, from the independent certified
public accountants of the Company and addressed to the Stockholders and
any underwriters participating in such offering and sale, which letter
or letters shall state that such accountants are independent with
respect to the Company within the meaning of Rule 1.01 of the Code of
Professional Ethics of the American Institute of Certified Public
Accountants and shall address such matters as the Stockholders and
underwriters may reasonably request and as may be customary in
transactions of a similar nature for similar entities and (ii) an
opinion, dated the date of the closing for the sale of the Registrable
Securities, of the counsel representing the Company with respect to such
offering and sale, addressed to the Stockholders and any such
underwriters, which opinion shall address such matters as they may
reasonably request and as may be customary in transactions of a similar
nature for similar entities; and
(c) make available for inspection by the Stockholders, the
underwriters, if any, participating in such offering and sale (which
inspecting underwriters shall, if reasonably possible, be limited to any
manager or managers for such participating underwriters), the counsel
for the Stockholders, one accountant or accounting firm retained by the
Stockholders and any such underwriters, or any other agent retained for
purposes of effecting the registration of the Registrable Securities by
the Stockholders or such underwriters, all financial and other records,
corporate documents and properties of the Company, and supply such
additional information, as they shall reasonably request.
7. Action to Suspend Effectiveness; Supplement to Registration
Statement.
(a) The Company will notify each of the Stockholders and their
counsel promptly of (i) any action by the Securities and Exchange
Commission ("SEC") to suspend the effectiveness of the registration
statement covering the Registrable Securities or the institution or
threatening of any proceeding for such purpose (a "stop order") or (ii)
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any
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proceeding for such purpose. Immediately upon receipt of any such
notice, the Stockholders shall cease to offer or sell any Registrable
Securities pursuant to the registration statement in the jurisdiction to
which such stop order or suspension relates. The Company will use all
reasonable efforts to prevent the issuance of any such stop order or the
suspension of any such qualifications and, if any such stop order is
issued or any such qualification is suspended, to obtain as soon as
possible the withdrawal or revocation thereof, and will notify each of
the Stockholders and their counsel at the earliest practicable date of
the date on which the Stockholders may offer and sell the Registrable
Securities pursuant to the registration statement.
(b) Within the applicable period referred to in Section 3(a)
following the effectiveness of a registration statement filed pursuant
to this Agreement, the Company will notify each of the Stockholders
promptly of the occurrence of any event or the existence of any state of
facts that, in the judgment of the Company, should be set forth in such
registration statement. Immediately upon receipt of such notice, the
Stockholders shall cease to deliver or use the prospectus relating to
such registration statement, and if so requested by the Company, return
to the Company, at its expense, all copies (other than permanent file
copies) of such registration statement and prospectus. The Company will,
as promptly as practicable, take such action as may be necessary to
amend or supplement such registration statement in order to set forth or
reflect such event or state of facts. The Company will furnish copies of
such proposed amendment or supplement to the Stockholders and will not
file or distribute such amendment or supplement without the prior
consent of the Stockholders, which consent shall not be unreasonably
withheld.
8. Indemnification.
(a) The Company hereby agrees to indemnify and hold harmless
each Stockholder and their agents (including counsel), and agrees to
indemnify each underwriter participating in such offering and sale and
each Person, if any, who controls such underwriter within the meaning of
the 1933 Act, against any losses, claims, damages or liabilities, joint
or several, to which the Stockholders, any agent or any such underwriter
or controlling Person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable
Securities were registered under the 1933 Act pursuant to Section 1 or
Section 2, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any violation by the Company of the 1933
Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), or other federal or state law applicable to the Company and
relating to any action or inaction required of the Company in connection
with such registration, and will reimburse the Stockholders, each such
agent and underwriter and each such controlling Person for any legal
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or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any
such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in reliance
upon and in conformity with information pertaining to such Stockholder,
such underwriter or controlling Person, furnished in writing to the
Company by the Stockholder, such underwriter or such controlling Person
for use in such registration statement or prospectus or by a
Stockholder's or such controlling Person's failure to deliver a copy of
the registration statement or prospectus or any amendment or supplement
thereto after being furnished with a sufficient number of copies of the
same by the Company. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the
Stockholders, such underwriter or such controlling Person and shall
survive any transfer by the Stockholders.
(b) If the Stockholders sell Registrable Securities under a
prospectus that is part of a registration statement, then the
Stockholder(s) participating in such offering (the "Participating
Stockholders"), by exercising their registration rights hereunder,
hereby agree, jointly and severally (if applicable), to indemnify and
hold harmless the Company, its agents (including counsel) and each
Person, if any, who controls the Company within the meaning of the 1933
Act, each officer of the Company who signs the registration statement,
each director of the Company, each underwriter and each Person who
controls any underwriter within the meaning of the 1933 Act, against all
losses, claims, damages or liabilities, joint or several, to which the
Company or such agent, officer or director or underwriter or controlling
Person may become subject under the 1933 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the
registration statement under which such Registrable Securities were
registered under the 1933 Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, or (ii) any violation by
the Participating Stockholders of the 1933 Act or the 1934 Act, or other
federal or state law applicable to the Participating Stockholders and
relating to any action or inaction required by the Participating
Stockholders in connection with such registration, and will reimburse
the Company and each such agent, officer, director, underwriter and
controlling Person for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the
Participating Stockholders will be liable hereunder in any such case if
and only to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information furnished in writing to the Company by the
Participating Stockholders specifically for use in such registration
statement or prospectus.
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(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof may be made against the
indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
hereunder except to the extent such indemnifying party is prejudiced by
such failure to so notify nor shall it relieve it from any liability
which it may have to any indemnified party other than under this
Agreement. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall desire, to assume and
undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 8 for any legal expenses subsequently incurred
by such indemnified party in connection with the defense thereof;
provided, however, that, if the defendants in any such action include
both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or
additional to those available to the indemnifying party or if the
interests of the indemnified party reasonably may be deemed to conflict
with the interests of the indemnifying party, the indemnified party
shall so notify the indemnifying party in writing and shall have the
right to select a separate counsel and to control the defense of such
action, with the reasonable expenses and fees of such separate counsel
and other reasonable expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
In any such action, any indemnified party shall have the right
to retain its own counsel, but, except as provided above, the fees and
disbursements of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party shall have failed to
retain counsel for the indemnified party as aforesaid or (ii) the
indemnifying party and such indemnified party shall have mutually agreed
in writing to the retention of such counsel. It is understood that the
indemnifying party shall not, in connection with any action or related
actions in the same jurisdiction, be liable for the fees and
disbursements of more than one separate firm qualified in such
jurisdiction to act as counsel for the indemnified party and shall not
be obligated to pay the fees and expenses of more than one counsel (and
any required local counsel) for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest exists between
such indemnified party and any other of such indemnified parties with
respect to such claim. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its prior written
consent, which consent shall not be unreasonably withheld, but if
settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such
settlement or judgment.
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If the indemnification provided for in this Section 8 is
unavailable for any reason or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or
liabilities or actions referred to herein, then each indemnifying party
shall in lieu of indemnifying such indemnified party contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or actions in such proportion as is
appropriate to reflect the relative fault of the Company, on the one
hand, and the Stockholder, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact relates to information supplied by the Company, on the one
hand, or the Stockholders, on the other hand, and to the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement of omission. The parties hereto agree
that it would not be just and equitable if contributions pursuant to
this paragraph were determined by any method of allocation which did not
take account of the equitable considerations referred to above in this
paragraph. Subject to the provisions of this Section 8, the amount paid
or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or actions in respect thereof, referred to above in
this paragraph, shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
9. Amendments. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by the Company and each of the Stockholders.
10. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by an overnight courier service, such as Federal
Express, or by registered or certified mail, return receipt requested, to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
(a) If to the Company:
Insurance Management Solutions Group, Inc.
360 Central Avenue
St. Petersburg, Florida 33701
Attention: C. Anthony Sexton, Esq.
Telephone: (813) 823-4000, ext. 4894
Telecopy: (813) 823-6518
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(b) If to the Stockholders:
at each of the Stockholder's last address
on the stock records of the
Company or the last address given
by each Stockholder to the Company
for notices under this Agreement
with copies to:
Benesch, Friedlander, Coplan & Aronoff LLP
2300 BP America Building
200 Public Square
Cleveland, OH 44114
Attention: Ira Kaplan, Esq.
Telephone No.: (216) 363-4500
Telecopy No.: (216) 363-4588
Any notice given by (i) telecopier will be effective when confirmed if
given prior to 6:00 p.m., local time, on a Business Day, otherwise it will be
effective on the next succeeding business day; (ii) overnight courier or
personal delivery will be effective on the day delivered, unless such day is
not a Business Day, in which case it will be effective on the next succeeding
Business Day; and (iii) registered or certified mail will be effective three
Business Days after deposit in the mails, all fees prepaid.
11. Interpretation and Definitions. When a reference is made in this
Agreement to Sections, such reference shall be to a Section of this Agreement
unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Agreement they shall be deemed to be followed by
the words "without limitation."
12. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
13. Entire Agreement; Limitation on Third Party Beneficiaries. This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement. Nothing expressed or implied in this Agreement
is intended, or shall be construed, to confer upon any Person other than the
parties hereto and their permitted successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement or result in any
such Person being deemed a third party beneficiary of this Agreement.
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14. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
15. Specific Performance. The parties agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in
accordance with the terms of this Agreement and that the parties shall be
entitled to the remedy of specific performance of the terms of this Agreement,
in addition to any other remedy at law or equity.
16. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Ohio without giving effect to the
principles of conflicts of law thereof. However, jurisdiction and venue for any
action brought to enforce the terms or conditions of this Agreement shall be the
domicile of the defendant or respondent in any such action.
17. Assignment. Each of the terms, provisions and obligations of this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective legal representatives, successors and assigns.
Notwithstanding the foregoing, the Stockholders shall not be permitted to assign
their interests, during their life, under this Agreement to any person or entity
other than Permitted Assigns. For purposes of this Agreement "Permitted Assigns"
shall mean Daniel J. or Sandra White, their lineal descendants and any trust or
other fiduciary for the benefit of such individual; and/or such individual's
spouse and/or lineal descendants, and such individual's parents.
18. Number; Gender. Whenever the context so requires, the singular
number shall include the plural and the plural shall include the singular, and
the gender of any pronoun shall include the other genders.
19. Captions. The titles, captions and headings contained in this
Agreement are inserted herein only as a matter of convenience and for reference
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision hereof.
20. Termination of Registration Rights. The registration rights
provided by this Agreement shall terminate and be of no further force and effect
unless exercised prior to the earlier of: (a) the sixth anniversary of the
Closing Date of an IPO or other registration of the Company's securities under
the Securities Exchange Act of 1934, as amended; (b) with respect to any
Stockholder, such time as the Stockholder has an unlimited right to sell all of
his or her Registrable Securities in the public market without restriction on
volume or otherwise; or (c) Daniel J. White
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voluntarily leaves the employ of the Company for any reason other than "Good
Reason" as defined in the Employment Agreement dated the date hereof, between
the Company and Daniel J. White.
IN WITNESS WHEREOF, the Company and the Stockholders have duly executed
this Registration Rights Agreement as of the date first written above.
"COMPANY"
INFORMATION MANAGEMENT
SOLUTIONS GROUP, INC.
By:
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"STOCKHOLDERS"
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DANIEL J. WHITE
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SANDRA WHITE
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