Exhibit 4.2
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (this "AGREEMENT"), dated April 11, 1996, is
by and among Technology Specialists, Inc., a Pennsylvania corporation (the
"CORPORATION"), the persons and entities identified on SCHEDULE 1 hereto (the
"INVESTORS"), Robert Foley, Jr. ("FOLEY"), Claire Reid ("REID" and, together
with Foley, the "EXECUTIVES") and Chemical Bank ("CHEMICAL BANK").
RECITALS
A. The Investors have agreed to acquire approximately 80% of the
securities of the Corporation pursuant to (i) that certain Stock Purchase
Agreement, dated March 28, 1996 (the "PURCHASE AGREEMENT"), by and among the
Corporation, the Investors and certain security holders of the Corporation
and (ii) that certain Stock Redemption and Option Termination Agreement,
dated as of March 28, 1996 (the "REDEMPTION AGREEMENT"), between the
Corporation and certain security holders of the Corporation.
B. The Executives have agreed to remain in the employ of the
Corporation and retain ownership of certain securities of the Corporation
held thereby, provided that certain securities registration rights are
granted to the Executives.
C. The Corporation and Chemical Bank have entered into that certain
Warrant Agreement, dated as of April 11, 1996 (the "WARRANT AGREEMENT"),
between the Corporation and Chemical Bank, pursuant to which the Corporation
will issue warrants to purchase shares of Series A Non-Voting Common Stock to
Chemical Bank (the "WARRANTS").
D. The Corporation, the Investors, the Executives and Chemical Bank
deem it desirable to enter into this Agreement in order to grant securities
registration rights to the Investors, the Executives and Chemical Bank.
AGREEMENTS
In consideration of the recitals and the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. DEFINITIONS. As used in this Agreement:
(a) "CHEMICAL BANK" means Chemical Bank, a New York banking
corporation.
(b) "CHEMICAL BANK SHARES" means at any time (i) any shares of
Common Stock then outstanding that were issued, directly or indirectly, upon
the exercise of the Warrants or upon the conversion of shares of Series A
Non-Voting Common Stock issued upon the exercise of the Warrants; (ii) any
Common Stock then issuable, directly or indirectly, upon the exercise of the
Warrants or conversion of shares of Series A Non-Voting Common Stock issuable
upon the exercise of the Warrants; (iii) any shares of Common Stock then
outstanding which were issued, directly or indirectly, as, or were issued,
directly or indirectly, upon the conversion or exercise of other securities
issued as, a dividend or other distribution with respect to or in replacement
of other Chemical Bank Shares; and (iv) any shares of Common Stock then
issuable, directly or indirectly, upon the conversion or exercise of other
securities which were issued as a dividend or other distribution with respect
to or in replacement of other Chemical Bank Shares; provided, however, that
Chemical Bank Shares shall not include any shares the sale of which has been
registered pursuant to the Securities Act or sold to the public pursuant to
Rule 144 promulgated by the Commission under the Securities Act. For
purposes of this Agreement, a Person will be deemed to be a Holder of
Chemical Bank Shares whenever such Person holds a security exercisable for or
convertible into such Chemical Bank Shares, whether or not such exercise or
conversion has actually been effected.
(c) "COMMISSION" means the Securities and Exchange Commission.
(d) "COMMON STOCK" means the Series C Common Stock, par value $.01
per share, of the Corporation.
(e) "EXECUTIVES' SHARES" means the Foley Shares and the Reid Shares.
(f) "FOLEY" means Robert Foley, Jr.
(g) "FOLEY OPTIONS" means the Old Options and the New Foley Options.
(h) "FOLEY SHARES" means at any time (i) any shares of Common
Stock then outstanding that were issued, directly or indirectly, upon the
exercise of the Foley Options or upon the conversion of shares of Series A
Voting Common Stock or Series B Common Stock issued, directly or indirectly,
upon the exercise of the Foley Options; (ii) any shares of Common Stock then
issuable, directly or indirectly, upon the exercise of the Foley Options or
upon the conversion of shares of Series A Voting Common Stock or Series B
Common Stock issuable upon the exercise of the Foley Options; (iii) any
shares of Common Stock then outstanding which were issued, directly or
indirectly, as, or were issued, directly or indirectly, upon the conversion
or exercise of other securities issued as a dividend or other distribution
with respect to or in replacement of other Foley Shares; and (iv) any shares
of Common Stock then issuable, directly or indirectly, upon the conversion or
exercise of other securities which were issued as, a dividend or other
distribution with respect to or in replacement of other Foley Shares;
provided, however, that Foley Shares shall not include any shares the sale of
which has been registered pursuant to the Securities Act or sold to the
public pursuant to Rule 144 promulgated by the Commission under the
Securities Act. For purposes of this Agreement, a Person will be deemed to
be a Holder of Foley Shares whenever such Person holds a security exercisable
for or convertible into, directly or indirectly, such Foley Shares, whether
or not such exercise or conversion has actually been effected.
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(i) "HOLDER" is any holder of Registrable Shares who is a
successor or assign or subsequent holder contemplated by Section 11 hereof.
(j) "INVESTORS' SHARES" means at any time (i) any shares of Common
Stock then outstanding that were issued, directly or indirectly, upon the
conversion of shares of Series A Voting Common Stock or Series A Non-Voting
Common Stock issued pursuant to the Purchase Agreement; (ii) any shares of
Common Stock then issuable, directly or indirectly, upon the conversion of
shares of Series A Voting Common Stock or Series A Non-Voting Common Stock
issued pursuant to the Purchase Agreement; (iii) any shares of Common Stock
then outstanding which were issued, directly or indirectly, as, or were
issued, directly or indirectly, upon the conversion or exercise of other
securities issued as, a dividend or other distribution with respect to or in
replacement of other Investors' Shares; and (iv) any shares of Common Stock
then issuable, directly or indirectly, upon the conversion or exercise of
other securities which were issued as a dividend or other distribution with
respect to or in replacement of other Investors' Shares; provided. however,
that Investors' Shares shall not include any shares the sale of which has
been registered pursuant to the Securities Act or sold to the public pursuant
to Rule 144 promulgated by the Commission under the Securities Act. For
purposes of this Agreement, a Person will be deemed to be a Holder of
Investors' Shares whenever such Person holds a security exercisable for or
convertible into, directly or indirectly, such Investors' Shares, whether or
not such exercise or conversion has actually been effected.
(k) "IPO" means the Corporation's first underwritten public
offering of shares of Common Stock pursuant to a registration statement filed
with the Commission.
(l) "MATERIAL ADVERSE EFFECT" means a material adverse effect on
the per share price of the securities to be sold in the offering.
(m) "NEW FOLEY OPTIONS" means options to purchase 83,500 shares of
Series B Common Stock issued by the Corporation to Foley pursuant to the New
Option Plan.
(n) "NEW OPTION PLAN" means the Technology Specialists, Inc. 1996
Stock Option Plan adopted by the Board of Directors of the Corporation on
April 11, 1996.
(o) "OLD FOLEY OPTIONS" means options to purchase 75,000 shares of
Series A Voting Common Stock issued by the Corporation to Foley pursuant to
the Corporation's 1988 Nonqualified Stock Option Plan.
(p) "PERSON" means a natural person, a partnership, a corporation,
a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or a governmental entity or
any department, agency or political subdivision thereof.
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(q) "PURCHASE AGREEMENT" means that certain Stock Purchase
Agreement, dated March 28, 1996, by and among the Corporation, the Investors
and certain security holders of the Corporation.
(r) "REDEMPTION AGREEMENT" means that certain Stock Redemption and
Option Termination Agreement, dated as of March 28, 1996, between the
Corporation and certain security holders of the Corporation.
(s) "REGISTRABLE SHARES" means the Investors' Shares, the
Executives' Shares and the Chemical Bank Shares.
(t) "REGISTRATION EXPENSES" has the meaning ascribed to such term
in Section 5 hereof.
(u) "REID" means Claire Reid.
(v) "REID OPTIONS" means options to purchase 62,500 shares of
Series B Common Stock issued by the Corporation to Reid pursuant to the New
Option Plan.
(w) "REID SHARES" means at any time (i) any shares of Common Stock
then outstanding that were issued, directly or indirectly, upon the exercise
of the Reid Options or upon the conversion of shares of Series A Voting
Common Stock held by Reid on the date hereof, after giving effect to the
consummation of the transactions contemplated by the Redemption Agreement;
(ii) any shares of Common Stock then issuable, directly or indirectly, upon
the exercise of the Reid Options or upon the conversion of shares of Series A
Voting Common Stock held by Reid on the date hereof, after giving effect to
the consummation of the transactions contemplated by the Redemption
Agreement; (iii) any shares of Common Stock then outstanding which were
issued, directly or indirectly, as, or were issued, directly or indirectly,
upon the conversion or exercise of other securities issued as, a dividend or
other distribution with respect to or in replacement of other Reid Shares;
and (iv) any shares of Common Stock then issuable, directly or indirectly,
upon the conversion or exercise of other securities which were issued as a
dividend or other distribution with respect to or in replacement of other
Reid Shares; provided, however, that Reid Shares shall not include any shares
the sale of which has been registered pursuant to the Securities Act or sold
to the public pursuant to Rule 144 promulgated by the Commission under the
Securities Act. For purposes of this Agreement, a Person will be deemed to
be a Holder of Reid Shares whenever such Person holds a security exercisable
for or convertible into, directly or indirectly, such Reid Shares, whether or
not such exercise or conversion has actually been effected.
(x) "SECURITIES ACT" means the Securities Act of 1933, as amended.
(y) "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.
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(z) "SERIES A NON-VOTING COMMON STOCK " means the Series A
Non-Voting Common Stock, par value $.01 per share, of the Corporation.
(aa) "SERIES A VOTING COMMON STOCK" means the Series A Voting
Common Stock, par value $.01 per share, of the Corporation.
(bb) "SERIES B COMMON STOCK" means the Series B Common Stock, par
value $.01 per share, of the Corporation.
(cc) "WARRANT AGREEMENT" means that certain Warrant Agreement,
dated as of April 11, 1996, among the Corporation and Chemical Bank.
(dd) "WARRANTS" means warrants to purchase shares of Series A
Non-Voting Common Stock issued by the Corporation to Chemical Bank pursuant
to the Warrant Agreement.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK.. Whenever (i) the Corporation intends to
sell its securities in a primary offering pursuant to a registration
statement filed with the Commission or whenever the securities of the
Corporation then issued and outstanding are to be registered under the
Securities Act (other than pursuant to a registration statement on Form S-8
or Form S-4, or their successors) and (ii) the registration form to be used
may be used for the registration of Registrable Shares (a "PIGGYBACK
REGISTRATION"), the Corporation will give prompt written notice to all
Holders of Registrable Shares of its intention to effect such a registration
and will include in such registration, subject to the terms of paragraph (b)
of this Section 2, all Registrable Shares with respect to which the
Corporation has received written requests for inclusion therein within 30
days after the Corporation's notice has been given. The Corporation shall
have the right to postpone or withdraw any Piggyback Registration without
obligation or liability to any Holder of Registrable Shares.
(b) PRIORITY ON REGISTRATIONS. If a Piggyback Registration is an
underwritten registration on behalf of the Corporation and the managing
underwriters advise the Corporation in writing that in their opinion the
number of securities requested to be included in such registration exceeds
the number which can be sold in such offering without having a Material
Adverse Effect, the Corporation will include in such registration (A) FIRST,
the securities the Corporation proposes to sell, if any, (B) SECOND, the
Registrable Shares requested to be included therein which in the opinion of
such underwriters (after taking into account the securities to be sold
pursuant to clause (A)) can be sold without having a Material Adverse Effect,
allocated PRO RATA among the Holders of such Registrable Shares on the basis
of the number of Registrable Shares owned by such Holders, with further
successive PRO RATA allocations among the Holders of Registrable Shares if
any such Holder has requested the registration of fewer than all such
Registrable Shares he, she or it is entitled to register and (C) THIRD, other
securities requested to be included in such registration which in the opinion
of such underwriters can be sold (after taking into account the securities to
be sold pursuant to clauses (A) and (B)) without having a Material Adverse
Effect.
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3. HOLDBACK AGREEMENTS.
(a) Each of the Holders of Registrable Shares agrees not to effect
any public sale or distribution of equity securities of the Corporation,
including any public sale pursuant to Rule 144 under the Securities Act, or
any securities convertible into or exchangeable or exercisable for such
securities, during the period commencing 7 days prior to and ending 120 days
after 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 Corporation agrees (i) not to effect any public sale or
distribution of its equity securities including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period commencing
7 days prior to and ending 120 days after the effective date of any
underwritten Piggyback Registration (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or any successor form),
unless the underwriters managing the offering otherwise agree, and (ii) to
cause each holder of at least 3% (on a fully-diluted basis) of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities, purchased from the Corporation at any time after the
date of this Agreement (other than in a registered public offering) to agree
not to effect any public sale or distribution of any such securities during
such period (except as part of such underwritten registration, if otherwise
permitted), unless the underwriters managing the offering otherwise agree.
4. REGISTRATION PROCEDURES. (a) Subject to Section 2, whenever the
Holders of Registrable Shares have requested that any Registrable Shares be
registered pursuant to the terms of this Agreement, the Corporation will use
its best efforts to effect the registration of such Registrable Shares under
the Securities Act in accordance with the intended method of disposition
thereof and pursuant thereto the Corporation will as expeditiously as
possible:
(i) prepare and file with the Commission a registration
statement with respect to such Registrable Shares and use its best efforts to
cause such registration statement to become and remain effective for such
period as may be reasonably necessary to effect the sale of such securities,
not to exceed nine months with respect to any "shelf registration" and ninety
days with respect to any other registration statement;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for such period as may be reasonably necessary to effect the sale
of such securities, and otherwise as may be necessary to comply with the
provisions of the Securities Act 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; PROVIDED, HOWEVER, that, such
period need not exceed nine months with respect to any "shelf registration"
and ninety days with respect to any other registration statement;
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(iii) furnish to each seller of such Registrable Shares and the
underwriters of the securities being registered such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus) and such other documents as such seller or underwriters may
reasonably request in order to facilitate the disposition of the Registrable
Shares owned by such seller or the sale of such securities by such
underwriters;
(iv) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate
the disposition in such jurisdictions of the Registrable Shares owned by such
seller (provided, however, that the Corporation will not be required to (A)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (iv), (B) subject
itself to taxation in any such jurisdiction or (C) consent to general service
of process in any such jurisdiction);
(v) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by the Corporation are
then listed;
(vi) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such registration
statement;
(vii) 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 Shares being sold or the underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of
such Registrable Shares (including, without limitation, effecting a stock
split or a combination of shares);
(viii) make available for inspection by the seller of such
Registrable Shares, any managing underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or
other agent retained by any such seller or underwriter, all financial and
other records, pertinent corporate documents and properties of the
Corporation, and cause the Corporation's officers, directors, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with
such registration statement;
(ix) notify each seller of such Registrable Shares, promptly
after it shall receive notice thereof, of the time when such registration
statement has become effective or a supplement to any prospectus forming a
part of such registration statement has been filed;
(x) notify each seller of such Registrable Shares of any request
by the Commission for the amending or supplementing of such registration
statement or prospectus or for additional information;
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(xi) prepare and promptly file with the Commission and promptly
notify each seller of such Registrable Shares of the filing of such amendment
or supplement to such registration statement or prospectus as may be
necessary to correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be delivered under the
Securities Act, any event shall have occurred as the result of which any such
prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading; and
(xii) advise each seller of such Registrable Shares, promptly
after it shall receive notice or obtain knowledge thereof, of the issuance of
any stop order by the Commission suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use all reasonable efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be
issued.
(b) Each of the Holders of Registrable Shares hereby agrees that upon
receipt of any notice from the Corporation of the happening of any event of
the kind described in paragraph (xi) of Section 4(a) hereof, such Holder will
promptly discontinue such Holder's disposition of Registrable Shares pursuant
to the registration statement relating to such Registrable Shares until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (xi) of Section 4(a) hereof, and, if so directed by
the Corporation, will deliver to the Corporation all copies, other than
permanent file copies, then in such Holder's possession of the prospectus
relating to such Registrable Shares at the time of receipt of such notice.
5. REGISTRATION EXPENSES. All expenses incident to the Corporation's
performance of or compliance with this Agreement, including, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, the expenses and fees for listing the securities to be registered
on each securities exchange or other market on which any shares of Common
Stock are then listed, and fees and disbursements of counsel for the
Corporation and its independent certified public accountants, underwriters
(excluding discounts and commissions attributable to the Registrable Shares
included in such registration) and other Persons retained by the Corporation
(all such expenses being herein called "REGISTRATION EXPENSES"), will be
borne by the Corporation. In addition, the Corporation will pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review and the expense of any liability
insurance obtained by the Corporation.
6. INDEMNIFICATION.
(a) The Corporation agrees to indemnify, to the fullest extent
permitted by law, each seller of Registrable Shares, its officers, members,
partners and directors and each Person who controls such seller (within the
meaning of the Securities Act or the Exchange Act) against all losses,
claims, damages, liabilities and expenses (including, without limitation,
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attorneys' fees except as limited by Section 6(c) hereof) caused by any
untrue or alleged untrue statement of a material fact contained in any
registration statement, any prospectus or preliminary prospectus 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 not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Corporation by
such seller expressly for use therein or by such seller's failure to deliver
a copy of the registration statement or prospectus or preliminary prospectus
or any amendments or supplements thereto after the Corporation has furnished
such seller with a sufficient number of copies of the same. In connection
with an underwritten offering, the Corporation will indemnify such
underwriters, their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the sellers of
Registrable Shares. The reimbursements required by this Section 6(a) will be
made by periodic payments during the course of the investigation or defense,
as and when bills are received or expenses incurred.
(b) In connection with any registration statement in which a
seller of Registrable Shares is participating, each such seller will furnish
to the Corporation in writing such information and affidavits as the
Corporation reasonably requests for use in connection with any such
registration statement or prospectus and, to the fullest extent permitted by
law, will indemnify the Corporation, its directors and officers and each
underwriter (if any) and each Person who controls the Corporation or such
underwriter (within the meaning of the Securities Act or the Exchange Act)
against any losses, claims, damages, liabilities and expenses (including,
without limitation, attorneys' fees except as limited by Section 6(c) hereof)
resulting from (i) any untrue statement of a material fact contained in the
registration statement, prospectus or preliminary prospectus, or any
amendment thereof or supplement thereto or any omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
seller expressly for use therein or (ii) such Seller's failure to comply with
the provisions of Section 4(b) hereof; provided that the obligation to
indemnify will be several, not joint and several, among such sellers of
Registrable Shares.
(c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified
and indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (which consent
will not be unreasonably withheld). The indemnified party will not settle
any claim or liability without first providing the indemnifying party a
reasonable opportunity to assume the defense. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the
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reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim.
(d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.
The Corporation also agrees to make such provisions as are reasonably
requested by any indemnified party for contribution to such party in the
event the Corporation's indemnification is unavailable for any reason.
7. CURRENT PUBLIC INFORMATION. At all times after the Corporation has
filed a registration statement with the Commission pursuant to the
requirements of either the Securities Act or the Securities Exchange Act, the
Corporation will file in a timely manner all reports and documents required
to be filed by it under the Securities Act and the Securities Exchange Act
and the rules and regulations adopted by the Commission thereunder and will
take such further action as any holder or holders of Registrable Shares may
reasonably request, all to the extent required to enable such holders to sell
Registrable Shares pursuant to (i) Rule 144 adopted by the Commission under
the Securities Act (as such rule may be amended from time to time) or any
similar rule or regulation hereafter adopted by the Commission or (ii) a
registration statement on Form S-3 or any similar registration form hereafter
adopted by the Commission. Upon request, the Corporation shall deliver to
any holder of Registrable Shares a written statement as to whether it has
complied with such requirements.
8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
The Corporation will have the right to select the managing underwriters to
administer any Piggyback Registration.
9. REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law.
10. AMENDMENTS AND WAIVERS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived at any time
only by the written agreement of the Corporation and the Holders of a
majority of the Registrable Shares. Any waiver, permit, consent or approval
of any kind or character on the part of any such Holders of any provision or
condition of this Agreement must be made in writing and shall be effective
only to the extent specifically set forth in writing.
11. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions of this Agreement shall be binding upon and inure to
the benefit of the respective
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successors, assigns, heirs, executors and administrators of the parties
hereto, whether so expressed or not. In addition and whether or not any
express assignment has been made, the provisions of this Agreement which are
for the benefit of Holders of Registrable Shares are also for the benefit of,
and enforceable by, any subsequent Holder of Registrable Shares who consents
to be bound by this Agreement.
12. FINAL AGREEMENT. This Agreement constitutes the final agreement of
the parties concerning the matters referred to herein, and supersedes all
prior agreements and understandings.
13. SEVERABILITY. Whenever possible, each provision of this Agreement
will 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 will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
14. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience of reference only and do not constitute a part
of and shall not be utilized in interpreting this Agreement.
15. NOTICES. Any notices required or permitted to be sent hereunder
shall be delivered personally or mailed, certified mail, return receipt
requested, or delivered by overnight courier service to the following
addresses, or such other addresses as shall be given by notice delivered
hereunder, and shall be deemed to have been given upon delivery, if delivered
personally, three business days after mailing, if mailed, or one business day
after delivery to the courier, if delivered by overnight courier service:
If to the Holders of Registrable Shares, to the addresses set forth on
the stock record books of the Corporation.
If to the Corporation, to:
Technology Specialists, Inc.
801 Springdale Drive
Suite 130
Exton, Pennsylvania 19341
With a copy to:
Stanford J. Goldblatt
Hopkins & Sutter
Three First National Plaza
Suite 3800
Chicago, Illinois 60602
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16. GOVERNING LAW. All questions concerning the construction, validity
and interpretation of, and the performance of the obligations imposed by,
this Agreement shall be governed by and construed in accordance with the laws
of the State of Illinois.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.
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This Registration Agreement was executed on the date first set forth above.
TECHNOLOGY SPECIALISTS, INC.
By: /s/ Robert Foley
------------------------------------
Title: CEO
---------------------------------
TSI INVESTMENT COMPANY I, L.L.C.
By: King-Pigott, L.P., the Manager
By: /s/ Kenneth Pigott
------------------------------------
Title: a General Partner
---------------------------------
TSI INVESTMENT COMPANY II, L.L.C.
By: King-Pigott, L.P., the Manager
By: /s/ Kenneth Pigott
------------------------------------
Title: a General Partner
---------------------------------
/s/ Robert Foley, Jr.
---------------------------------------
Robert Foley, Jr.
/s/ Claire Reid
---------------------------------------
Claire Reid
CHEMICAL BANK
By: /s/ Edward Devine
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Title: Managing Director
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13
SCHEDULE 1
TSI Investment Company I, L.L.C.
TSI Investment Company II, L.L.C.