REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this
"Agreement") is entered into this 1st day of December,
1997, by and between HAGLER BAILLY, INC., a Delaware
corporation (the "Acquiror"), and Richard R. Mudge, acting
by virtue of the Merger Agreement (as hereinafter defined)
as the attorney-in-fact and representative (the
"Stockholders' Representative") of the stockholders (the
"Company Stockholders") of Apogee Research, Inc., a
Maryland corporation (the "Company").
WHEREAS, on or about the date hereof, the
Company Stockholders have or will have become the owners
of shares of Acquiror's common stock, par value $0.01
per share ("Acquiror Common Stock");
WHEREAS, as part of the inducement for the
parties hereto to enter into and perform the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of the
date as of November 18, 1997, the parties hereto have agreed
to enter into this Agreement in order to provide, among
other things, for certain registration rights;
NOW, THEREFORE, the parties hereto, in
consideration of the foregoing, the mutual covenants and
agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, agree as follows:
1. Term. This Agreement shall terminate on the
date on which the Company Stockholders could sell all
of their Registrable Securities to the public in a
single transaction pursuant to the provisions of Rule 144
under the Securities Act, provided, however, the
indemnification provisions of Section 6 hereof shall
survive the termination of this Agreement.
2. Piggyback Registration Rights.
(a) If at any time or times Acquiror proposes to
make a registered public offering of any of its securities
(whether for its own account or for the account of
others) under the Securities Act, Acquiror shall (i)
promptly give written notice of the proposed registration
to each of the Company Stockholders (such notice to include
the number of shares the Company or other security holders
propose to register and, if known, the name of the
proposed underwriter) and (2) use its best efforts to
include in such registration (and any related
qualification under Blue Sky laws and/or other compliance)
all the Registrable Securities specified in a written
request or requests made by any Company Stockholder within
30 days after the receipt of such notice from the Company
(a "Piggyback Registration"). Such written request may
specify all or a part of a holder's Registrable Securities,
provided, however, that (x) Acquiror will not be
required to effect a Piggyback Registration if it is
registering securities on Forms S-8 or S-4 (or any
successor forms) or other SEC registration form not
suitable for inclusion of shares of selling stockholders
for offer to the public, (y) Acquiror may withdraw any
proposed registration statement or offering of securities
under this Section 2 at any time without liability to any
Company Stockholder, in which case Acquiror will not be
required to effect a registration, and (z) Acquiror shall
not be required to effect a Piggyback Registration unless
the Company Stockholders holding a majority of the aggregate
amount of Registrable Shares
request registration for sale of such shares.
(b) If a Piggyback Registration is an
underwritten
primary registration on behalf of Acquiror, and the
managing underwriter advises Acquiror in writing that in
the managing underwriter's opinion the number of
securities requested to be
included in such registration exceeds the number that can be
sold in such offering without adversely affecting the
marketability of the offering, Acquiror shall include in
such offering first, the securities of Acquiror proposed
to be sold by Acquiror and second, all other securities
held by security holders, including the Registrable
Securities, requested to be included in such registration
by all other security holders (including the Company
Stockholders), pro rata among such security holders, based
upon the number of shares requested by each to be included
in such registration. If a
Piggyback Registration is an underwritten
secondary registration on behalf of selling stockholders,
and the managing underwriter advises Acquiror in writing
that in the managing underwriter's opinion the number of
securities requested to be included in such registration
exceeds the number that can be sold in such offering
without adversely affecting the marketability of the
offering, then Acquiror shall include in
such offering first, the securities of Acquiror proposed
to be
sold by the stockholders requiring or demanding that
Acquiror effect such registration and second, all other
securities held by security holders, including the
Registrable Securities, requested to be included in such
registration by all other security holders (including the
Company Stockholders), pro rata among such
security holders, based upon the number of shares
requested by
each to be included in such registration. If a
Piggyback
Registration is an underwritten primary registration on
behalf of Acquiror, the selling Company Stockholders agree
to sell their Acquiror Common Stock, if Acquiror so
requests, on the same basis as the other securities
included in such registration are being sold and the
underwriter or underwriters for such registration shall be
selected by Acquiror.
3. Registration Procedures.
Whenever the Company Stockholders have requested
that Registrable Securities be registered in a Piggyback
Registration, Acquiror shall keep each Company Stockholder
advised in writing as to the initiation of each
registration and as to the completion thereof. At
its expense, as expeditiously as
reasonably possible, Acquiror shall:
(1) prepare and file with the SEC a
registration statement with respect to such Registrable
Securities and use its best efforts, subject to Section
2(a)(y), to cause such
registration statement to become effective (provided that
before filing a registration statement or prospectus or
any amendments or supplements thereto, Acquiror will
furnish to one counsel selected by the holders of a
majority of the Registrable Securities covered by such
registration statement copies of all such documents
proposed to be filed, which documents will be
subject to the review of such counsel);
(2) keep such registration statement
effective for a period of not less than nine months or
until the Company Stockholders have completed the
distribution described in such registration statement,
whichever occurs first, and amend or
supplement such registration statement and the
prospectus contained therein from time to time to the
extent necessary to
comply with the provisions of the Securities Act and
applicable state securities laws with respect to the
disposition of all securities covered by such
registration statement during such
period in accordance with the intended methods of
disposition by
the sellers thereof set forth in such registration
statement;
(3) furnish to the Company Stockholders
the number of copies of such registration statement, each
amendment and supplement thereto, the prospectus
contained in such
registration statement (including each preliminary
prospectus), and such other documents as the Company
Stockholders from time to time may reasonably request;
(4) use its best efforts to register or
qualify such shares under the state blue sky or securities
("Blue Sky") laws of such jurisdictions as any Company
Stockholder reasonably requests, and to do any and all other
acts and things that may be reasonably necessary or
advisable to enable the
Company
Stockholders to consummate the disposition of such shares in
such jurisdictions; provided, however, that Acquiror
will not be
required to do any of the following: (i) qualify generally
to do business in any jurisdiction where it is not then so
qualified or otherwise required to be so qualified but for
this Section 3(b), or (ii) take any action which would
subject it to the service of process in actions other
than those arising out of
such
registration;
(5) notify the Company Stockholders, at any
time when a prospectus relating to the Registrable
Securities is
required to be delivered under the Securities Act, of
the occurrence of any event as a result of which the
prospectus included in any such registration statement
contains an untrue statement of a material fact or omits
to state a material fact required to be stated therein or
necessary to make the statements therein in the light of
the circumstances under which they were made, not
misleading, and prepare and furnish to such Company
Stockholders a reasonable number of copies of a
supplement or
amendment to the prospectus as may be necessary so
that, as
thereafter delivered to the purchasers of such shares,
the prospectus will not contain an untrue statement of a
material fact or omit to state any fact required to be
stated therein or
necessary to make the statements therein, in the light of
the circumstances then existing, not misleading;
(6) cause all such Registrable Securities
to be
listed on each securities exchange on which similar
securities issued by Acquiror are then listed and, if not so
listed, to be
listed on the National Association of Securities Dealers
("NASD") Automated Quotation ("Nasdaq") system and, if
listed on the Nasdaq system, use its reasonable best
efforts to secure designation of all such Registrable
Securities covered by such registration statement as a
Nasdaq "national market system security" within the
meaning of Rule 11Aa2-1 of the SEC or, failing that, to
secure Nasdaq authorization for such Registrable Securities;
(7) provide a transfer agent and registrar
for all such Registrable Securities (if Acquiror does not
already have such an agent) not later than the effective
date of such registration statement;
(8) enter into such customary
agreements (including underwriting agreements in customary
form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or
the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation,
effecting a stock split or a combination of shares);
(9) make available all financial and
other records, pertinent corporate documents and properties
of Acquiror for inspection by, and cause Acquiror's
officers, directors, employees and independent accountants
to supply all information reasonably requested by, any
seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such
registration statement and any attorney, accountant or
other agent retained by any such seller or underwriter in
connection with such registration statement who executes
any reasonable confidentiality agreement that may be
reasonably requested by Acquiror or who is bound by
fiduciary duty or professional responsibility to preserve
the confidentiality thereof;
(10) otherwise use its reasonable best
efforts to comply with all applicable rules and regulations
of the SEC, and make available to its security holders,
as soon as reasonably practicable, an earnings statement
covering the period of at least 12 months beginning with
the first day of Acquiror's first full calendar quarter
after the effective date of the
registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder;
(11) use its reasonable best efforts to cause
such Registrable Securities covered by such registration
statement to be registered with
or approved by such other governmental
agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such
Registrable
Securities; and
(12) to the extent then permitted under
applicable professional guidelines and standards, obtain a
comfort letter from the Acquiror's independent public
accountants and an opinion from the Acquiror's counsel in
the form substantially similar to forms provided in
connection with the registration statement in each case
addressed to the Company Stockholders and provide copies
thereof to such Company Stockholders.
4. Holdback Agreements.
(a) Each holder of Registrable Securities agrees
not
to effect any public sale or distribution (including
sales pursuant to Rule 144) of equity securities of
Acquiror, or any securities convertible into or
exchangeable or exercisable for such securities, during
the seven days prior to and the 90-day period beginning
on the effective date of any underwritten Piggyback
Registration (except as part of such underwritten
registration), unless the underwriters managing the
registered
public offering otherwise agree.
(b) The Acquiror agrees (i) not to effect any
public
sale or distribution of its equity securities, or any
securities convertible into or exchangeable or
exercisable for such securities, during the seven days
prior to and during the 90-day period beginning on the
effective date of any underwritten Piggyback
Registration (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or
Form S-4 or any successor form), unless the underwriters
managing the registered public offering otherwise agree,
and (ii) to use all reasonable efforts to cause each
Person that, during the 30-day period prior to
the effective date of such Piggyback
Registration, holds shares of Acquiror Common Stock (or
securities convertible into or exercisable or exchangeable
for Acquiror Common Stock) received from Acquiror in an
amount which, on a fully diluted basis, exceeds 1% of
Acquiror Common Stock then outstanding (on a fully diluted
basis), to agree not to
effect any public sale or distribution (including sales
pursuant to Rule 144) of any such securities during such
period (except as part of such underwritten registration,
if otherwise permitted), unless the underwriters managing
the registered public offering otherwise agree.
5. Registration Expenses.
(a) If Registrable Securities are included
in a registration statement for a Piggyback Registration,
then each selling Company Stockholder shall pay all
transfer taxes, if any, relating to the sale of its shares,
the fees and expenses of its own counsel, and its pro
rata portion of any underwriting discounts or commissions
or the equivalent thereof.
(b) If Registrable Securities are included
in a registration statement for a Piggyback Registration,
then except for the fees and expenses specified in
Section 5(a) hereof and except as provided below in this
Section 5(b), regardless of whether any registration
statement becomes effective, Acquiror shall pay all
expenses incident to a Piggyback Registration, including,
without limitation, all registration qualification and
filing fees, fees and expenses of compliance with Blue Sky
laws, underwriting discounts, fees, and expenses (other
than the Company Stockholders' pro rata portion of
any underwriting discounts or commissions or the
equivalent thereof), printing expenses, messenger and
delivery expenses, and fees and expenses of counsel for
Acquiror and all independent certified public accountants
and other persons retained by Acquiror.
6. Indemnification.
(a) The Acquiror agrees to indemnify, to the
extent permitted by law, each holder of Registrable
Securities, each Person who controls such holder (within
the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and their respective
officers, directors, partners, employees, agents and
representatives, against all losses, claims,
damages,
liabilities and expenses ("Losses") arising out of or
based on any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus,
offering circular, preliminary prospectus or other
document incident to any
registration, qualification or compliance or any
amendment thereof or supplement thereto or any omission or
alleged omission of 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, or any violation by the Acquiror of the
Securities Act or the Exchange Act or securities act of any
state or any rule or regulation thereunder applicable to
the Acquiror and relating to any action or inaction
required of the Acquiror in connection with any such
registration, qualification or compliance, and will
reimburse each such holder, each of its officers,
directors, partners and each Person controlling such
holder, for any legal and any other expenses reasonably
incurred in connection with investigating and
defending or settling any such claim, loss damage,
liability or action; provided, however, that the Acquiror
shall not be liable in any such case to the extent that
any such loss arises out of or is based on any untrue
statement (or alleged untrue statement) or omission (or
alleged omission) based upon written information furnished
to the Acquiror by such holder and stated to be
specifically for use therein. In connection with an
underwritten offering, Acquiror will indemnify such
underwriters, each Person who controls such underwriters
(within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and their respective
officers, directors, partners, employees, agents
and representatives to the same extent as provided above
with respect to the indemnification of the holders of
Registrable Securities.
(b) In connection with any registration
statement in
which holders of Registrable Securities are participating,
each such holder will furnish to Acquiror in writing such
information and affidavits as Acquiror reasonably
requests for use in
connection with any such registration statement or
prospectus and, to the extent permitted by law, will
indemnify Acquiror, each Person who controls Acquiror
(within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and their respective
officers, directors, partners, employees, agents and
representatives against any Losses arising out of or based
upon any untrue or alleged untrue statement of a material
fact contained in any registration statement, prospectus, or
form of
prospectus, or arising out of or based upon any
omission or
alleged omission of 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, to the extent, but only to the extent, that
such untrue or alleged untrue statement is contained
in, or such omission or alleged omission is required to
be contained in, any information so
furnished in writing by such holder to Acquiror expressly
for use in such registration statement or prospectus
and that such statement or omission was relied upon by
Acquiror in preparation of such registration statement,
prospectus or form of prospectus; provided, however, that
such holder of Registrable Securities shall not be liable
in any such case to the extent that any such loss arises
out of or is based on any untrue statement (or alleged
untrue statement) or omission (or alleged omission) based
upon written information furnished to the holder of
Registrable Securities by the Acquiror and stated to be
specifically for use therein. . In no event shall the
liability of any selling holder of Registrable Securities
hereunder be greater in amount than the dollar amount of
the proceeds (net of payment of all expenses) received by
such holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.
Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such
indemnified party.
(c) If any Person shall be entitled to
indemnity hereunder, such indemnified party shall give
prompt notice to the party or parties from which such
indemnity is sought of the commencement of any action,
suit, proceeding or investigation or
written threat thereof ("Proceeding") with respect to which
such indemnified party seeks indemnification or contribution
pursuant hereto; provided, however, that the failure to
so notify the indemnifying parties shall not relieve the
indemnifying parties from any obligation or liability
hereunder except to the extent that the indemnifying
parties have been prejudiced by such failure. The
indemnifying parties shall have the right, exercisable
by giving written notice to an indemnified party
promptly after the receipt of written notice from such
indemnified party of such Proceeding, to assume, at the
indemnifying parties' expense, the defense of any such
Proceeding, with counsel reasonably satisfactory to such
indemnified party; provided, however, that an indemnified
party or parties (if more than one such indemnified party
is named in
any Proceeding) shall have the right to employ separate
counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or
parties unless the parties to such Proceeding include both
the indemnified party or parties and the indemnifying party
or parties, and there exists, in the opinion of the
parties' counsel, a conflict between one or more
indemnifying parties and one or more indemnified
parties, in
which case the indemnifying parties shall, in connection
with any one such Proceeding or separate but
substantially similar or
related Proceedings in the same jurisdiction, arising out of
the same general allegations or circumstances, be liable for
the fees and expenses of not more than one separate firm
of attorneys (together with appropriate local counsel) at
any time for such indemnified party or parties. If an
indemnifying party assumes the defense of such Proceeding,
the indemnifying parties will not be subject to any
liability for any settlement made by the indemnified
party without its or their consent (such consent not to be
unreasonably withheld).
(d) If the indemnification provided for in
this Section 6 is unavailable to an indemnified party or is
insufficient to hold such indemnified party harmless for
any Losses in respect of which this Section 6 would
otherwise apply by its terms, then each applicable
indemnifying party, in lieu of indemnifying such
indemnified party, shall have a joint and several
obligation to contribute to the amount paid or payable by
such indemnified party as a result of such Losses, in
such proportion as is appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with
the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable
considerations. The relative fault of such indemnifying
party, on the one hand, and indemnified party, on
the other hand, shall be determined by reference to, among
other things, whether any action in question, including any
untrue or
alleged untrue statement of a material fact or
omission or
alleged omission to state a material fact, has been taken
by, or
relates to information supplied by, such indemnifying
party or
indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent any such action, statement or omission. The
amount paid or payable by a party as a result of any
Losses shall be deemed to include any legal or other fees
or expenses incurred by such party in
connection with any Proceeding, to the extent such party
would have been indemnified for such expenses under Section
6(c) if the indemnification provided for in Section
6(a) or 6(b) was
available to such party. The parties hereto agree that it
would not be just and equitable if contribution
pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that
does not take account of the equitable considerations
referred to in the immediately preceding paragraph.
Notwithstanding the provision of this Section 6(d), an
indemnifying party that is a selling holder of
Registrable Securities shall not be required to contribute
any amount in
excess of the amount by which the net proceeds received by
such indemnifying party exceeds the amount of any damages
that such indemnifying party has otherwise been required to
pay by reasons of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such
fraudulent misrepresentation.
7. Information by Holder. Each holder of
Registrable Securities shall furnish to the Acquiror and
to the managing underwriter such information regarding
such holder and the distribution proposed by such
holder as the Acquiror or the managing underwriter may
reasonably request in writing and as
shall be reasonably required in connection with any
registration, qualification or compliance referred to in
Section 3.
8. Rule 144 Reporting. With a view to
making
available the benefits of certain rules and regulations of
the Securities and Exchange Commission (the "Commission")
which may permit the sale of restricted securities (as that
term is defined in Rule 144(a)(3) under the Securities Act)
to the public without registration, the Company agrees to :
(a) make and keep public information
available as
those terms are understood in Rule 144 under the Securities
Act, at all times from and after ninety (90) days
following the effective date of the first registration
under the Securities Act filed by the Company for an
offering of its securities to the general public;
(b) use its best efforts to file with the
Commission
in a timely manner all reports and other documents
required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to
such reporting requirements; and
(c) so long as any holder of Registrable
Securities
owns any restricted securities, furnish to such holder
upon request a written statement by the Acquiror as to its
compliance with the reporting requirements of Rule 144 (at
any time from and after ninety (90) days following the
effective date of the first registration statement filed by
the Company for an offering of its securities to the
general public), and of the Securities Act and the Exchange
Act (at any time after it has become subject to such
reporting requirements), a copy of the most recent annual or
quarterly report of the Acquiror, and such other reports
and documents so filed as a holder may reasonably request in
availing itself of any rule or regulation of the Commission
allowing such holder to sell any such securities without
registration.
9. Representations and Warranties of Acquiror. The
Acquiror hereby represents and warrants to the
Company
Stockholders, as of the date hereof, as follows:
(a) Acquiror has the necessary corporate power
and
authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the
transactions
contemplated hereby. The execution and delivery of
this Agreement by Acquiror and the consummation by
Acquiror of the transactions contemplated hereby have
been duly and validly authorized by all necessary
corporate action and no other corporate proceedings on
the part of Acquiror are necessary to authorize this
Agreement or to consummate the transactions
contemplated hereby. This Agreement have been duly executed
and delivered by Acquiror and, assuming the due
authorization, execution and delivery by the Company
Stockholders, constitute legal, valid and binding
obligations of Acquiror, enforceable in accordance with
their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general applicability relating to or
affecting creditors' rights generally and by the
application of general principles of equity.
(b) The execution and delivery of this
Agreement by
Acquiror do not, and the performance by Acquiror of its
obligations under this Agreement will not, (i) conflict
with or violate the certificate of incorporation or bylaws
of Acquiror, (ii) conflict with or violate any law,
statute, ordinance, rule, regulation, order, judgment or
decree whether national or
foreign, applicable to Acquiror or its assets and
properties, or (iii) result in any breach of or constitute
a default under any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or
other instrument or obligation to
which Acquiror is a party or by which Acquiror is bound,
or by which any of its properties or Assets is subject.
10. Definitions. The following terms shall have
the following meanings for purposes of this Agreement:
"Affiliate" means, with respect to a specified
Person, any Person controlling, controlled by or under
common control with such Person.
"Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time.
"Person" means an individual, a
partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision
thereof.
"Registrable Securities" means all shares of
Acquiror Common Stock held at the relevant time by a
Company Stockholder, and any other issued or issuable
shares of Acquiror Common Stock issued in connection
with the Merger held by a
Company
Stockholder at the relevant time, either at the time of
initial issuance or subsequently, by way of a stock
dividend or stock split or in connection with a
combination of
shares,
recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities,
such securities will cease to be Registrable
Securities when they have been transferred in a public
offering registered under the Securities Act or in a
sale made through a broker, dealer or market-maker pursuant
to Rule 144 under the Securities Act. For purposes of this
Agreement, a Company Stockholder will be deemed to be a
holder of Registrable Securities whenever such
Company
Stockholder has the right to acquire directly or indirectly
such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the
exercise of such right), whether or not such acquisition
has actually been effected.
"Securities Act" means the Securities Act of
1933, as amended from time to time.
"SEC" means the Securities and Exchange
Commission.
"Company Stockholders" means all of the
stockholders of the Company listed on Schedule 1 hereto
and any successor or permitted assignee of any of their
rights hereunder that holds Registrable Securities.
11. Amendments and Waivers. The provisions of
this Agreement, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof may
not be given without the written consent of Acquiror
and the Company Stockholders holding a majority in
amount of the outstanding Registrable Securities.
12. Notices. All notices and other
communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing
overnight delivery, addressed as
follows:
(i) if to Acquiror:
Hagler Bailly, Inc. 1530
Wilson Boulevard Arlington,
Virginia 22209
Telecopier No.: (703) 528-8573
Attention: Stephen V.R. Whitman, Esq.
With a copy (which shall not
constitute notice) to:
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
Telecopier No.: (202) 637-
5910 Attention: David B.H.
Martin, Jr., Esq.
(ii) if to the Stockholders'
Representative:
Apogee Research, Inc.
4350 East West Highway Bethesda, Maryland 20814
Telecopier No.: (301) 654-9355 Attention: Richard
R. Mudge
All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally
delivered; three (3) business days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied; or at the time delivered,
if delivered by an air courier
guaranteeing overnight delivery.
13. Other Registration Rights. Except as provided in this
Agreement, Acquiror will not grant to any Persons the right to request
Acquiror to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such
securities, which are materially more favorable to such Persons than
the rights granted to the holders of Registrable Securities hereunder
without the prior written consent of the holders of at least a
majority of the Registrable Securities, unless Acquiror agrees to amend
this Agreement to grant such more favorable rights to the holders of
Registrable Securities, in lieu of the rights granted hereunder.
14. Transfer or Assignment of Registration Rights.
The rights granted to a holder of Registrable Securities by
Acquiror hereunder may be transferred or assigned by such holder in
connection with the transfer or assignment of all or any of the
Registrable Securities in accordance with applicable law and any
agreements between such holder and the Acquiror, provided that the
Acquiror is given written notice at the time of or within a
reasonable time after said transfer or assignment, stating the name
and address of the transferee or assignee and, provided further, that
the transferee or assignee of such rights assures the obligation of
such holder under this Agreement by a written agreement reasonably
acceptable to the Acquiror.
15. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties, including, without
limitation and without the need for an express assignment,
Affiliates of the Company Stockholders. If any Company
Stockholder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities
such Person shall be entitled to receive the benefits hereof and shall
be conclusively deemed to have agreed to be bound by all of the terms
and provisions hereof.
16. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this
Agreement.
17. 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.
18. Headings. The headings in this Agreement are for
convenience reference only and shall not limit or otherwise affect
the meaning hereof.
19. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Maryland,
without giving effect to the conflicts of laws provisions
thereof.
20. Specific Performance. The parties hereto
acknowledge that there would be no adequate remedy at law if any party
fails to perform any of its obligations hereunder, and accordingly
agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to compel
specific performance of the obligations of any other party under this
Agreement in accordance with the terms and conditions of this Agreement
in any court of the United States or any State thereof having
jurisdiction.
21. Entire Agreement. This Agreement is intended by the
parties as a final expression or 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. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Registration Rights Agreement, or caused this
Registration Rights Agreement to be duly executed on its behalf, as of
the date first written above.
HAGLER BAILLY, INC.
By: /s/Henri-Claude Bailly
Name: Henri-Claude Bailly
Title: President and Chief Executive
Officer
STOCKHOLDERS' REPRESENTATIVE
By: /s/ Richard R. Mudge
Name: Richard R. Mudge