CoStar Group Inc. Contracts
Sample Business Contracts
Registration Rights Agreement - Realty Information Group LP
REALTY INFORMATION GROUP, L.P.
REGISTRATION RIGHTS AGREEMENT
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This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of December 3, 1996 by and among Realty Information Group, L.P.,
a Delaware limited partnership (together with its successors and assigns,
including a corporate successor entity, the "Company"), Realty Information
Group, Inc., a Delaware corporation and the general partner of the Company (the
"General Partner"), Founders/RIG, L.L.C., a Delaware limited liability company
and a limited partner of the Company (together with its members and their
successors and assigns, "Founders LLC"), Law Bulletin Publishing Company, a
Delaware corporation (together with its shareholders and their successors and
assigns, "LBPC"), and RIG Holdings, LLC, a Delaware limited liability company
and a limited partner of the Company (together with its members and their
successors and assigns,"RH LLC" and, together with Founders LLC and LBPC, the
"Investors").
RECITALS
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WHEREAS, the Company and Founders LLC have entered into an
Agreement Relating to Investments in the General Partner, and its Affiliated
Limited Partnership dated May 15, 1995 (as the same may be amended, modified or
supplemented from time to time, the "Founders Purchase Agreement"), providing
for the issuance, delivery and sale of limited partnership interests of the
Company; and
WHEREAS, the Company and LBPC have entered into an Agreement
Relating to the Acquisition by the Company of Substantially all the Assets and
Liabilities of Chicago Resource and the Investment by Law Bulletin Publishing
Company in Units of the Company, dated March 29, 1996 (as the same may be
amended, modified or supplemented from time to time, the "LBPC Purchase
Agreement"), providing for the issuance, delivery and sale of limited
partnership interests of the Company; and
WHEREAS, the Company and Allen LLC are simultaneously herewith
entering into a Purchase Agreement (as the same may be amended, modified or
supplemented from time to time, the "RH Purchase Agreement" and, together with
the Founders Purchase Agreement and the LBPC Purchase Agreement, the "Purchase
Agreements"), providing for the issuance, delivery and sale by the Company of
limited partnership interests of the Company; and
WHEREAS, the parties hereto agree that they would all be
better served if certain provisions in the Founders Purchase Agreement and LBPC
Purchase Agreement were eliminated and addressed in a different manner in a
master form of registration rights agreement providing for certain rights to
Founders LLC, LBPC, and Allen LLC; and
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WHEREAS, in order to induce Allen LLC to enter into the RH
Purchase Agreement and to induce Founders LLC and LBPC to terminate certain
provisions of the Founders Purchase Agreement and LBPC Purchase Agreement,
respectively, the Company and the General Partner have agreed, subject to the
terms set forth herein, to cause the Company to be converted to a C corporation
so that common stock would be issued in exchange for the limited partnership
interests of the Company (the "Limited Partnership Interests") and to register
the shares of such common stock (the "Common Shares") pursuant to a registration
statement filed with the U.S. Securities and Exchange Commission upon the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual premises,
covenants and conditions set forth herein, the parties hereby agree as follows:
1. Definitions. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Purchase
Agreements. For the purposes of this Agreement:
"Commission" means the U.S. Securities and Exchange
Commission or any other governmental authority from time to
time administering the Securities Act.
"Common Shares" means shares of common stock of the
Corporation or issuable pursuant in exchange for Limited
Partnership Interests pursuant to an Incorporation
Transaction.
"Corporation" means the corporation into which the
Company is converted in an Incorporation Transaction.
"Exchange Act" means the Securities Exchange Act of
1934, as amended or any similar federal statute and the rules
and the regulations of the Commission promulgated thereunder,
all as the same shall be in effect from time to time.
"Holder" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in
accordance with Section 10 hereof.
"Incorporation Transaction" means a transaction,
however effected, in which the Company is converted into a C
corporation.
"Initial Public Offering" shall mean the initial
public offering of Common Shares by the Company.
"Register," "Registered," and "Registration" refer
to a Registration effected by preparing and filing a
Registration Statement or similar document in compliance
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with the Securities Act, and the declaration or ordering of
effectiveness of such Registrant on Statement or Document.
"Registrable Securities" means (i) as applied to a
holder of Limited Partnership Interests, the Common Shares
issuable in exchange therefor in an Incorporation Transaction,
(ii) the Common Shares and (iii) any common stock of the
Corporation issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, the
Common Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when
(a) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities
Act and such securities shall have been transferred in
accordance with such Registration Statement, (b) they shall
have been sold as permitted by Rule 144 (or any successor
provision) under the Securities Act, or provided that at the
time such securities are proposed to be sold, they may be sold
under Rule 144 without any limitation on the amount of such
securities which may be sold or (c) they shall have ceased to
be outstanding.
"Registration Expenses" means all expenses incident
to the Company's performance of or compliance with Article 2
and 3, including, without limitation, (a) the conversion of
the Company to a Corporation, however effected, (b) any
allocation of salaries and expenses of Company personnel or
other general overhead expenses of the Company, or other
expenses for the preparation of historical and pro forma
financial statements or other data normally prepared by the
Company in the ordinary course of business; (c) all
Registration, application, filing, transfer fees, exchange
listing fees, and register fees; (d) all NASD fees and fees
and expenses of Registration or qualification of Registrable
Securities under state securities or blue sky laws; (e) all
word processing, duplicating and printing expenses, messenger
and delivery expenses; (f) the fees and expenses of counsel
for the Company, the fees and expenses of one counsel selected
by the Selling Holders to represent the Selling Holders up to
a maximum of $10,000 and the fees of the Company's independent
accountants, including the expenses of customary "cold
comfort" letters required by or incident to such performance
and compliance; and (g) any fees and disbursements of
underwriters and broker-dealers customarily paid by issuers or
sellers of securities; provided, however, that in all cases in
which the Company is required to pay Registration Expenses
hereunder, Registration Expenses shall exclude underwriting
discounts, selling commissions, and the fees and expenses of
Selling Holders' own counsel (other than the counsel selected
to represent all Selling Holders).
"Securities Act" means the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and
regulations of the Commission promulgated thereunder, all as
the same shall be in effect from time to time.
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"Selling Holder" means any Holder that has requested
inclusion of Registrable Securities held by such Holder in
either a Demand Registration or a Registration by the Company
pursuant to Section 3 hereof.
2. Demand Registration.
(a) Request for Registration. At any time after the first to
occur of (i) an Initial Public Offering or (ii) December 3, 1998, either Allen
LLC or Founders LLC may request that the Company be converted into a C
corporation (if not already so converted) and effect a Registration under the
Securities Act of all or part of its Registrable Securities on Form S-1 or any
similar long-form Registration (a "Long-Form Demand Registration") or on Form
S-3 or any similar short-form Registration (a "Short-Form Demand Registration"),
if available. A request for Registration pursuant to this Section 2 (a "Demand
Registration") shall specify the approximate number of Registrable Securities
requested to be Registered and the anticipated per share price range for such
offering. If Allen LLC or Founders LLC, as the case may be, intends to
distribute the Registrable Securities by means of an underwriting, it shall so
advise the Company in its request. In the event such Registration is
underwritten, the right of other Selling Holders to participate shall be
conditioned on such Selling Holders, participation in such underwriting. Upon
receipt of any such request, the Company shall promptly give written notice of
such proposed registration to all Holders. Such Holders shall have the right, by
giving written notice to the Company within twenty (20) days after the Company
provides its notice, to elect to have included in such Registration such of
their Registrable Securities as such Holders may request in such notice of
election. Thereupon, the Company shall, as expeditiously as possible, use
commercially reasonable efforts to convert the Company to a C corporation (if it
has not already done so) and to effect the Registration, of all Registrable
Securities that the Company has been requested to so register provided that if
the underwriter (if any) managing the offering determines that, because of
marketing factors, all of the Registrable Securities requested to be registered
by all Holders may not be included in the offering, then all Holders who have
requested Registration shall participate in the offering pro rata based upon the
number of Registrable Securities that they have requested to be so registered.
(b) Registration Statement Form. Registrations under this
Section 2 shall be on such appropriate Registration form of the Commission as
shall be selected by the Company and available to it under the Securities Act.
The Company agrees to include in any such Registration Statement all information
which, in the opinion of counsel to the Selling Holders and counsel to the
Company, is required to be included therein under the Securities Act.
(c) Limitations on Registration. The Company shall not be
required to effect more than two (2) Demand Registrations pursuant to this
Section 2 at the request of Allen LLC and not more than one (1) Demand
Registration pursuant to this Section 2 at the request of Founders LLC. The
Company shall not be required to effect any Demand Registration within a period
of 90 days after the effective date of any other Registration effected pursuant
to Section 2.
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(d) Priority on Demand Registrations. The Company may, subject
to Section 2(g), elect to include in any Registration Statement made pursuant to
Section 2, authorized but unissued Common Shares or Common Shares held as
treasury stock.
(e) Effective Registration Statement. A Demand Registration
shall not be deemed to have been effected (i) unless a Registration Statement
with respect thereto has become effective, (ii) if after it has become
effective, such Registration is interfered with by any stop order, injunction or
other order requirement of the Commission or other governmental agency or court
for any reason not attributable to the Selling Holders and has not thereafter
become effective, or (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
Registration are not satisfied or waived, other than by reason of a failure on
the part of the Selling Holders.
(f) Suspension. If the Board of Directors of the Company, in
its good faith judgment, determines that any Registration of Common Shares
should not be made or continued because it would materially interfere with any
material financing, acquisition, corporation reorganization, merger, or other
transaction involving the Company or any of its subsidiaries (a "Valid Business
Reason"), (i) the Company may postpone filing a Registration Statement relating
to a Demand Registration until such Valid Business Reason no longer exists, but
in no event for more than 90 days, and (ii) in case a Registration Statement has
been filed relating to a Demand Registration, if the Valid Business Reason has
not resulted from actions taken by the Company, the Company may cause such
Registration Statement to be withdrawn and its effectiveness terminated or may
postpone amending or supplementing such Registration Statement until such Valid
Business Reason no longer exists, but in no event for more than 90 days (the
"Postponement Period"); provided, however, that in no event shall the Company be
permitted to postpone or withdraw a Registration Statement within 120 days after
the expiration of Postponement Period.
(g) Allocation. If any Demand Registration involves an
underwritten offering and the managing underwriter of such offering shall advise
the Company that, in its view, the number of securities requested to be included
in such Registration exceeds the largest number (the "Section 2(g) Number") that
can be sold in an orderly manner in such offering within a price range
acceptable to the Selling Holders, the Company shall include in such
Registration:
(i) first, all Common Shares requested to be included in
such Registration by the Selling Holders; provided, however, that, if the number
of such Common Shares exceeds the Section 2(g) Number, the number of such Common
Shares (not to exceed the Section 2(g) Number) shall be allocated to the Selling
Holders; provided, further, however, that if the number of Common Shares
requested to be included by all Selling Holders exceeds the Section 2(g) Number,
then the number of such Common Shares included in such Registration shall be
allocated on a pro rata basis among all Selling Holders requesting that Common
Shares be included in such registration, based on the number of Common Shares
then owned by each Selling Holder requesting inclusion in relating to the number
of Common Shares then owned by all Selling Holders requesting inclusion; and
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(ii) second, to the extent that the number of Common
Shares to be included by all Selling Holders is less than the Section 2(g)
Number, securities that the Company proposes to register.
3. Company Registration.
(a) Inclusion in Company Registration. Whenever the Company
proposes to file a Registration Statement (other than pursuant to Section 2 or a
Registration relating solely to the sale of securities to participants in a
Company stock plan, or on Form S-4 with respect to any merger, consolidation or
acquisition) at any time and from time to time (a "Company Registration"), it
will, prior to such filing, give written notice to all Holders of its intention
to do so and, upon the written request; of a Holder or folders given within
twenty (20) days after the Company provides such notice (which request shall
state the intended method of disposition of such Registration Securities), the
Company shall use commercially reasonable efforts to cause all Registrable
Securities Act the Company has been requested by such Holder or Holders to
register to be registered under the Securities Act to the extent necessary to
permit their sale or other disposition in accordance with the intended methods
of distribution specified in the request or such Holder or Holders; provided
that the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 3 without obligation to any Holder.
(b) Term. In connection with any offering under this Section 3
involving an underwriting, the Company shall not be required to include any
Registrable Securities in such offering unless the holders thereof accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it provided that such terms must be consistent with
this Agreement), and then only in such quantity as will not, in the opinion of
the underwriters, jeopardize the success of the offering by the Company.
(c) Allocation. If any Company Registration involves an
underwritten offering and the managing underwriter of such offering shall advise
the Company that, in its view, the number of securities requested to be included
in such Registration exceeds the largest number (the "Section 3(c) Number") that
can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company shall include in such Registration:
(i) first, all Common Shares that the Company
proposes to register for its own account (the "Company Securities"); and
(ii) second, to the extent that the number of Company
Securities is less than the Section 3(c) Number, the remaining shares to be
included in such registration shall be allocated on a pro rata basis among all
Selling Holders requesting that Common Shares be included in such registration,
based on the number of Common Shares then owned by each Selling Holder
requesting inclusion in relation to the number of Common Shares then owned by
all Selling Holders requesting inclusion.
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4. Allocation of Expenses. The Company will pay all
Registration Expenses of all Registrations under this Agreement; provided,
however, that if a Registration under Section 2 is withdrawn at the request of
the Requesting Holder requesting such Registration (other than as a result of
information concerning the business or financial condition of the Company that
is made known to the Holders after the date on which such Registration was
requested) and if the requesting Holder elects not to have such Registration
counted as a registration requested under Section 2, the requesting Holder shall
pay the Registration Expenses of such registration pro rata in accordance with
the number of their Registrable Securities included in such Registration.
5. Obligations of the Company. Whenever required under this
Agreement to effect the Registration of any Registrable Securities under this
Agreement, the Company shall, as expeditiously as reasonably possible:
(a) file with the Commission a Registration Statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause that Registration Statement to become and remain effective;
(b) prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to keep the Registration Statement
effective for up to six months, in the case of a Long- Form Demand Registration,
and one year in the case of a Short-Form Demand Registration, or, if occurring
sooner, until the date on which the distribution of the Registrable Securities
shall be completed;
(c) furnish to each Selling Holder such reasonable numbers of
copies of the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as the Selling
Holder may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by the Selling Holder; provided,
that if the Company has delivered preliminary or final prospectuses to the
Selling Holders and after having done so the prospectus is amended to comply
with the requirements of the Securities Act, the Company shall promptly notify
the Selling Holders and, if requested, the Selling Holders shall immediately
cease making offers of Registrable Securities and return all prospectuses to the
Company. The Company shall promptly provide the Selling Holders with revised
prospectuses and, following receipt of the revised prospectuses, the Selling
Holders shall be free to resume making offers of the Registrable Securities;
(d) use commercially reasonable efforts to register or qualify
the Registrable Securities covered by the Registration Statement under the
securities or Blue Sky laws of such states as the Selling Holders shall
reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the Selling Holders to consummate the public
sale or other disposition in such states of the Registrable Securities owned by
the Selling Holder;
(e) in the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing
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underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such agreement; and
(f) notify each Holder of Registrable Securities covered by
such Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such Registration Statement, as
then in effect, includes 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 not misleading in the light of the circumstances then
existing.
6. Certain Obligations of Holders.
(a) It shall be a condition precedent to the
obligations of the Company to take any action under this Agreement with respect
to the Registrable Securities of any Selling Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the Intended method of disposition of such securities
as shall be required to effect the Registration of such Holder's Registrable
Securities.
(b) Each Holder of Registrable Securities covered by
a Registration Statement agrees that, upon receipt of any notice from the
Company under Section 5.(f) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to such Registration Statement
until such Holder's receipt of copies of a supplemented or amended prospectus
covering such Registrable Securities, and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies, other
than permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Securities current at the time of its receipt of such
notice.
7. Indemnification and Contribution. In the event of any
Registrar on of any of the Registrable Securities under the Securities Act
pursuant to this agreement, the Company will indemnify and hold harmless the
Selling Holder of such Registrable Securities, each underwriter of such
Registrable Securities, and each other person, if any, who controls such Selling
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities, joint or several, to
which such Selling Holder, underwriter, or controlling person may become subject
under the Securities Act, the Exchange Act, state securities or Blue Sky laws,
or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon 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
Securities Act, any preliminary prospectus, or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such Selling
Holder, underwriter, and each such controlling person in connection with
investigation or defending any such loss, claim, damage, liability, or action;
provided, however, that the Company will not be liable in any such case to the
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extent that any such loss, claim, damage, or liability arises out of or is based
upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus, or final prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to the
Company, in writing, by or on behalf of such Selling Holder, underwriter, or
controlling person specifically for use in the preparation thereof.
In the event of any Registration of any of the Registrable
Securities under the Securities Act pursuant to this Agreement, each Selling
Holder of Registrable Securities, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors and officers and each
underwriters (if any) and each person, if any, who controls the Company or any
such underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities, joint or several, to which
the Company, such directors and officers, underwriter, or controlling person may
become subject under the Securities Act, Exchange Act, state securities or Blue
Sky laws, or otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material act contained n any
Registration Statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information relating
to such Selling Holder furnished in writing to the Company by or on behalf of
such Selling Holder specifically for use in connection with the preparation of
such Registration Statement, prospectus, amendment, or supplement; provided,
however, that the obligations of each selling Holder hereunder shall be limited
to an amount equal to the proceeds to such selling Holder of Registrable
Securities sold in connection with such Registration.
Each party entitled to indemnification under this Section 7
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided, further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 7. The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying Party
shall pay such expense if representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests between the Indemnified Party and any other
party represented by such counsel in such proceeding. No Indemnifying Party, in
the defense of any such claim or litigation, shall except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such claim or litigations, and no Indemnified Party
shall
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consent to entry of any judgment or settle such claim or litigation without the
prior written consent of the Indemnifying Party.
In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
holder of Registrable Securities exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 7 but it is Judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 7 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such Selling Holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 7; then, in each such case, the Company and such
Selling Holder will contribute to the aggregate losses, claims, damages, or
liabilities to which they may be subject (after contribution from others) in
such proportions so that such holder is responsible for the portion represented
by the percentage that the public offering price of its Registrable Securities
offered by the Registration Statement bears to the public offering price of all
securities offered by such Registration Statement, and the Company is
responsible for the remaining portion; provided, however, that, in any such
case, (A) no such holder will be required to contribute any amount in excess of
the proceeds to it of all Registrable Securities sold by it pursuant to such
Registration Statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.
8. Indemnification with Respect to Underwritten Offering. In
the event that Registrable Securities are sold pursuant to a Registration
Statement in an underwritten offering, the Company agrees to enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of the securities being
registered and customary covenants and agreements to be performed by such
issuer, including without limitation customary provisions with respect to
indemnification by the Company of the underwriters of such offering.
9. Reports Under Securities Exchange Act of 1934. With a view
to making available to the Holders the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the Commission that may
at any time permit a Holder to sell securities of the Company to the public
without Registration, the Company agrees to:
(a) Make and keep public information available, as
those terms are understood and defined in Rule 144 under the
Securities Act, at all times following the ninetieth (90th)
day after the effective date of the first Registration
Statement filed by the Company for the offering of its
securities to the general public;
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(b) 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; and
(c) furnish to any Holder, so long as such Holder
owns any Registrable Securities, forthwith upon request (i) a
written statement by the Company that it has complied with the
reporting requirements of Rule 144 under the Securities Act at
any time following the ninetieth (90th) day after the
effective date of the first Registration Statement tiled by
the Company), the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other
information as may be reasonably requested in availing any
Holder of any rule or regulation of the Commission which
permits the selling of any such securities without
Registration or pursuant to such form.
10. Transfer of Registration Rights. The Registration rights
of any Holder under this Agreement may not be transferred except (i) as to any
Investor, to any Affiliate of such Investor, or (ii) to any person who is a
Permitted Transferee (as such term is defined in the Limited Partnership
Agreement of the Company) of that number of Common Shares (or a number of
Limited Partnership Interests exchangeable for that number of Common Shares)
representing not less than one percent (1%) of the aggregate common equity of
the Company outstanding (on a fully-diluted basis) at the time of such transfer;
provided, however, that the Company is given written notice from such Investor
at the time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights hereunder are being
transferred. As a condition to the effectiveness of any transfer permitted
hereunder (i) the transferee shall agree, in writing, upon request of the
Company, to be bound by the provisions of this Agreement, and (ii) the Company
shall be given written notice at the time of or within a reasonable time after
said transfer, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such Registration rights are
being assigned.
11. Allocation of Rights to Member of an Investor.
Notwithstanding anything to the contrary herein, it is understood and agreed by
the parties that the members of Allen r LC and Founders LLC are currently the
ultimate beneficial owners of the Limited Partnership Interests held by each
such Investor and the rights contained herein. At the direction of any Investor
upon any Incorporation Transaction, the Company shall issue the Common Shares
issuable in exchange for the Limited Partnership Interests directly to such
members of the Investor in such amounts as the Investor shall specify in lieu of
issuing such Common Shares to the Investor. Thereafter, for all intents and
purposes hereunder, such members shall be deemed Holders as provided herein
without further action and shall have the rights and obligations as provided
herein.
12. "Stand-Off" Agreement. Each Holder, if requested by the
Company and an underwriter of Common Stock or other securities of the Company,
shall agree not to sell or
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otherwise transfer or dispose of any Registrable Securities or other securities
of the Company held by such Holder for a specified period of time (not to exceed
120 days) following the effective date of a Registration Statement; provided,
that:
(a) such agreement shall only apply to the first such
Registration Statement covering Common Stock of the Company to be sold on its
behalf to the public in an underwritten offering; and
(b) all other holders of similar securities holding not less
than the number of such securities held by such Holder (including shares of
Common Shares issuable in exchange for the Limited Partnership Interests and
issuable upon the conversion of convertible securities, or upon the exercise of
options, warrants or rights) and all officers and directors of the Company enter
into similar agreements.
13. Amendments to Founders Purchase Agreement and LBPC
Purchase Agreement. The Founders Purchase Agreement is hereby amended by
deleting in its entirety Article VIII thereof which Article shall be of no
further force or effect. The LBPC Purchase Agreement is hereby amended by
deleting in its entirety Article VI thereof which Article shall be of no further
force or effect.
14. Miscellaneous.
(a) No Inconsistent Agreements. The Company will not hereafter
enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the Holders in this Agreement.
(b) Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to its
securities that would adversely affect the ability of the Holders to include
such Registrable Securities in a Registration undertaken pursuant to this
Agreement or which would adversely affect the marketability of such Registrable
Securities in any such Registration (including, without limitation, effecting a
stock split or a combination of shares).
(c) Specific Performance; Other Rights. The parties recognize
that various of the rights of the Investors under this Agreement are unique and,
accordingly, the Investors shall, in addition to such other remedies as may be
available to any of them at law or in equity, have the right to enforce their
rights hereunder by actions for injunctive relief and specific performance to
the extent permitted by law. The Company hereby waives any requirement for
security or the posting of any bond in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief.
(d) Successors and Assigns. Except as otherwise set forth
herein, all covenants, agreements and representations made herein shall bind and
inure to the benefit of each party hereto, and their respective successors and
assigns.
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(e) Notices and Communications. All notices and other
communications which by any provision of this Agreement are required or
permitted to be given shall be given in writing and shall be (i) mailed by first
class or express mail, postage prepaid, (ii) sent by telex, telegram or telecopy
confirmed by mailing (by first class or express mail, postage prepaid) written
confirmation at substantially the same time as such rapid transmission, or (iii)
personally delivered to an officer of the receiving party. All such
communications shall be mailed, sent or delivered to the notice address then
applicable under the Company's Agreement of Limited Partnership.
A notice delivered in person shall be effective when given; a
notice sent by mail shall not become effective until received by the person to
whom it is given, unless it is mailed by registered mail, in which case it shall
be deemed effective on the earlier of the date of receipt or the third business
day after it has been mailed; a notice sent by telex, telegram or telecopy shall
be deemed to be given when receipt of such transmission is acknowledged.
(f) Amendments and Waivers. Any provision of this Agreement to
the contrary notwithstanding, changes in or additions to this Agreement may only
be made, and compliance with any term, covenant, agreement, condition or
provision set forth herein may only be omitted or waived (either generally or in
a particular instance and either retroactively or prospectively), with the
consent in writing of the Holders of 75% of Registrable Securities.
(g) Headings; Counterparts. Headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument .
(h) Gender. Whenever used herein the singular number shall
include the plural, the plural shall include the singular, and the use of any
gender shall include all genders.
(i) Further Assurances. Each of the parties hereto agrees to
execute and deliver those writings and documents reasonably required to more
fully carry out the purposes of this Agreement and the transactions contemplated
hereby.
(j) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed under seal by their respective duly authorized officers as of the
day and year first above written.
REALTY INFORMATION GROUP, L.P.
By: Realty Information Group, Inc.
General Partner
By:
------------------------------------
Name:
Title:
REALTY INFORMATION GROUP, INC.
By:
---------------------------------------------
Name:
Title:
FOUNDERS/RIG, L.L.C.
By:
---------------------------------------------
Name:
Title:
RIG HOLDINGS, LLC
By: Allen & Company Incorporated
Member
By:
---------------------------------------------
Name:
Title:
LAW BULLETIN PUBLISHING COMPANY
By:
---------------------------------------------
Name:
Title:
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