Exhibit 4.11
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into on May 30, 2003, by and among INTERNET COMMERCE CORPORATION, a
Delaware corporation (the "Company"), and Silicon Valley Bank, a
California-chartered bank, (the "Bank").
WHEREAS, on the date hereof the Bank and the Company have entered
into an Accounts Receivable Financing Agreement, and in connection therewith the
Bank is acquiring from the Company Warrants (as hereinafter defined) to purchase
40,000 shares of the Company's Class A Common Stock, par value $0.01 per share
(the "Common Stock");
NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
legally to be bound, hereby agree as follows.
Section 1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:
"Agreement" shall have the meaning set forth in the preamble hereof.
"Business Day" shall mean any day which is not a Saturday or Sunday
or legal holiday on which banks are authorized or required to be closed in New
York, New York.
"Capital Stock" shall mean all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.
"Common Stock" shall have the meaning set forth in the recitals to
this Agreement.
"Current Market Value" shall mean the average closing price on The
Nasdaq SmallCap Market of the Common Stock for the ten (10) consecutive trading
days ending one (1) day prior to the date of any calculation; provided, however,
that if there are no trades on any such trading day, the closing price shall be
the average of the closing bid and asked prices for such day; provided, further,
however, that if the Common Stock is not then listed on The Nasdaq SmallCap
Market, the Current Market Value shall mean the average closing price either of
the principal stock exchange on which the Common Stock is listed, or of the
quotation system, operated by a national securities association, on which the
Common Stock is quoted, for the ten (10) consecutive trading days ending one (1)
day prior to the date of any calculation; however, if there are no trades on any
such trading day, the closing price shall be the average of the closing bid and
asked prices for such day.
"Encumbrance" means any lien, pledge, mortgage, security interest,
charge, restriction, adverse claim or other encumbrance of any kind or nature
whatsoever.
"Hold-Back Election" shall have the meaning set forth in Section
5(a) hereof.
"Indemnifiable Costs and Expenses" shall have the meaning set forth
in Section 7 hereof.
"Person" shall mean an individual, partnership, corporation, limited
liability company, joint venture, trust or unincorporated organization or a
government or agency or political subdivision thereof or any other similar
entity.
"Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by such Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus.
"Registrable Securities" shall mean the Warrant Shares and any other
securities issued or issuable as a result of or in connection with any stock
dividend, stock split or reverse stock split, combination, recapitalization,
reclassification, merger or consolidation, exchange or distribution or otherwise
in respect of such Warrant Shares.
"Registration Expenses" shall have the definition set forth in
Section 6 hereof.
"Registration Statement" shall mean any registration statement which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
"Requesting Securityholder" shall have the meaning set forth in
Section 3 hereof.
"Restricted Securities" shall have the meaning set forth in Section
2 hereof.
"Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 903" shall mean Rule 903 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 904" shall mean Rule 904 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"SEC" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.
"Securities Act" shall mean the Securities Act of 1933, as amended
(or any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.
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"Selling Stockholder" shall mean any Stockholder whose Registrable
Securities are included in a Registration Statement.
"Stockholder" shall mean the Bank and any Person to whom the rights
under this Agreement are assigned pursuant to Section 16 hereof.
"Underwritten Offering" shall mean a registered offering in which
securities of the Company are sold to an underwriter pursuant to a firm
commitment underwriting agreement for reoffering to the public.
"Warrant Shares" shall mean the shares of Common Stock issuable upon
exercise of the Warrants.
"Warrants" shall mean the seven year warrants to purchase 40,000
shares of Common Stock issued to the Bank on the date hereof.
Section 2. Securities Subject to this Agreement. The securities
entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only so long as such
security continues to be a Restricted Security. A Registrable Security that has
ceased to be a Registrable Security cannot thereafter become a Registrable
Security. As used herein, a "Restricted Security" is a Registrable Security
which has not been effectively registered under the Securities Act and
distributed in accordance with an effective Registration Statement and which has
not been distributed by a Stockholder pursuant to Rule 144, Rule 903 or Rule
904, unless, in the case of a Registrable Security distributed pursuant to Rule
903 or 904, any applicable restricted period has not expired or the SEC or its
staff has taken the position in a published release, ruling or no-action letter
that securities distributed under Rule 903 or 904 are ineligible for resale in
the United States under Section 4(1) of the Securities Act notwithstanding
expiration of the applicable restricted period.
Section 3. Piggyback Registrations. If the Company at any time
proposes to file a registration statement with respect to its Common Stock,
whether for its own account or for the account of any other holder or other
holders of securities of the Company that have requested such registration (a
"Requesting Securityholder"), other than a registration statement or Form S-4 or
S-8 (or any successor or substantially similar form) and other than in
connection with (i) an employee compensation plan, or securities issued pursuant
to any such plan, (ii) a dividend reinvestment plan, or (iii) a "shelf"
registration under Rule 415 of the Securities Act that only covers securities
offered for the account of the Company, then the Company shall in each case give
written notice of such proposed filing to the Stockholder(s) at least twenty
(20) days before the anticipated filing date of any such Registration Statement
by the Company, and such notice shall offer to the Stockholder(s) the
opportunity to have any or all of the Registrable Securities held by the
Stockholder(s) included in such Registration Statement. If any Stockholder(s)
desires to have its Registrable Securities registered under this Section 3, it
shall so advise the Company in writing within ten (10) days after the date of
receipt of such notice (which request shall set forth the amount of Registrable
Securities for which registration is requested), and the Company shall use its
commercially reasonable efforts to include in such Registration Statement all
such Registrable Securities so requested to be included therein. Notwithstanding
the foregoing, if the managing underwriter or underwriters of any such proposed
public offering
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advises the Company that the total amount of Common Stock which the
Stockholder(s), the Company and any other Persons intended to be included in
such proposed public offering is sufficiently large to adversely affect the
success of such proposed public offering, then the number of shares of Common
Stock to be offered for the accounts of the Stockholder(s) and the other holders
shall be reduced pro rata, based upon the aggregate number of securities to be
offered for the accounts of the Stockholder(s) and all other holders (except the
Company and the Requesting Securityholder(s)) intended to be included in such
offering, to the extent necessary to reduce the total number of securities to be
included in such proposed public offering to the number recommended by such
managing underwriter or underwriters before the securities offered by the
Company or any Requesting Securityholder are so reduced. Anything to the
contrary in this Agreement notwithstanding, the Company may withdraw or postpone
a Registration Statement referred to in this Section 3 at any time before it is
filed with the SEC or becomes effective or withdraw, postpone or terminate the
offering after it becomes effective without any liability or obligation to any
Stockholder.
Section 4. Registration Procedures.
(a) General. In connection with the Company's registration
obligations pursuant to Section 3 hereof, the Company will:
(i) as soon as practicable, but in no event later than three
(3) Business Days before filing such Registration Statement, the Company
shall furnish to the Selling Stockholder(s) copies of all such documents
proposed to be filed, which documents shall be subject to the review of
the Selling Stockholder(s);
(ii) notify the Selling Stockholder(s) promptly (1) when a
new Registration Statement, Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any new
Registration Statement or post-effective amendment, when it has become
effective, (2) of any request by the SEC for amendments or supplements to
any Registration Statement or Prospectus or for additional information,
(3) of the issuance by the SEC of any comments with respect to any filing
(and to reply thereto as promptly as reasonably practicable), (4) of any
stop order suspending the effectiveness of any Registration Statement or
the initiation of any proceedings for that purpose (and use commercially
reasonable efforts to obtain the withdrawal of such order), (5) of any
suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose, and (6) if there is any misstatement or omission of any
material fact in any Registration Statement, Prospectus or any document
incorporated therein by reference or if any event occurs which requires
the making of any changes in any Registration Statement, Prospectus or any
document incorporated therein by reference in order to make the statements
therein (in the case of any Prospectus, in the light of the circumstances
under which they were made) not misleading;
(iii) if reasonably requested by a Selling Stockholder,
promptly incorporate in a Prospectus supplement or post-effective
amendment such information with respect to such Selling Stockholder and
its proposed plan of distribution as such
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Selling Stockholder reasonably requests be included therein; and promptly
make all required filings of such Prospectus supplement or post-effective
amendment;
(iv) furnish to each Selling Stockholder, without charge, as
many conformed copies as may reasonably be requested of the then effective
Registration Statement and any post-effective amendments thereto,
including financial statements and schedules, all documents incorporated
therein by reference and all exhibits (including those incorporated by
reference);
(v) deliver to each Selling Stockholder, without charge, as
many copies as may reasonably be requested of the then effective
Prospectus (including each prospectus subject to completion) and any
amendments or supplements thereto;
(vi) use commercially reasonable efforts to register or
qualify or cooperate with the Selling Stockholder(s) in connection with
the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as
such Selling Stockholder(s) reasonably requests in writing; provided,
however, that the Company will not be required to (1) qualify to do
business in any jurisdiction where it would not otherwise be required to
qualify, but for this paragraph (vi), (2) subject itself to general
taxation in any such jurisdiction or (3) file a general consent to service
of process in any such jurisdiction;
(vii) cooperate with the Selling Stockholder(s) to facilitate
the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends;
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least
two (2) Business Days prior to any sale of Registrable Securities to the
underwriters;
(viii)otherwise use its commercially reasonable efforts to
comply in all material respects with all applicable rules and regulations
of the SEC relating to such registration and the distribution of the
securities being offered and make generally available to its securities
holders an earnings statement satisfying the provisions of Section 11(a)
of the Securities Act;
(ix) cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc.; and
(x) upon reasonable notice and during normal business
hours, provide reasonable access to the Company's personnel and auditors
for the purpose of permitting the Selling Stockholder(s) to conduct due
diligence in connection with any such Registration Statement.
As a condition precedent to the participation in any registration
hereunder, the Company may require the Selling Stockholder(s) to furnish to the
Company such information regarding such Stockholder(s) and the distribution of
such securities as the Company may from time to time reasonably request to
comply with the applicable provisions of the Securities Act.
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(b) Cessation of Sales. Each Selling Stockholder agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 4(a)(ii) hereof, such Selling Stockholder will forthwith
discontinue disposition of Registrable Securities pursuant to the then current
Prospectus until (1) such Selling Stockholder is advised in writing by the
Company that a new Registration Statement covering the offer of Registrable
Securities has become effective under the Securities Act or (2) such Selling
Stockholder receives copies of any required supplemented or amended Prospectus,
or until such Selling Stockholder is advised in writing by the Company that the
use of the Prospectus may be resumed; provided, however, that the Company shall
use its commercially reasonable efforts to cure any such misstatement, omission
or event that is applicable to the Registration Statement as soon as reasonably
practicable after delivery of such notice pursuant to clause (6) of Section
4(a)(ii) hereof. If so directed by the Company, on the happening of such event,
each Selling Stockholder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Stockholder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.
Section 5. Holdback.
(a) Hold-Back Election. In the case of the registration of any
underwritten primary offering initiated by the Company, each Stockholder agrees
that if it is reasonably requested to do so by the managing underwriter or the
underwriters for such offering, then such Stockholder shall not effect any
public sale or distribution of Capital Stock of the Company, except as part of
such underwritten registration, during the period beginning ten (10) days prior
to the closing date of such underwritten offering and ending ninety (90) days
after such closing date.
(b) Limitation on Registration Rights. Anything to the contrary
contained in this Agreement notwithstanding, when in the opinion of counsel for
the Company registration of all Registrable Securities owned by a Stockholder is
not required by the Securities Act and other applicable securities laws in
connection with a proposed sale of such Registrable Securities, such Stockholder
shall have no rights pursuant to Section 3 hereof to request Registrable
Securities be included in a Registration Statement in connection with such
proposed sale and the Company shall promptly provide to the transfer agent and
such Stockholder's broker in connection with any sale transaction a written
opinion addressed to such Stockholder and the transfer agent to the effect set
forth above, reasonably sufficient in form and substance to permit the transfer
agent to issue stock certificates for such Registrable Securities without any
legend restricting transfer thereof.
Section 6. Registration Expenses. All expenses incident to the
Company'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 (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications or registrations (or the
obtaining of exemptions therefrom) of the Registrable Securities), printing
expenses (including expenses of printing Prospectuses), messenger and delivery
expenses, fees and disbursements of the Company's counsel and its independent
certified public accountants, Securities Act liability insurance (if the Company
elects to obtain such insurance), fees and expenses of any special experts
retained by the Company in connection with any registration
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hereunder and fees and expenses of other Persons retained by the Company (all
such expenses being referred to as "Registration Expenses"), shall be borne by
the Company; provided, that Registration Expenses shall not include any fees and
expenses of counsel for the Stockholder(s), out-of-pocket expenses incurred by
the Selling Stockholder(s) and underwriting discounts, commissions, brokerage or
other fees attributable to the sale of the Registrable Securities.
Section 7. Indemnification.
(a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, but without duplication,
each Selling Stockholder and its officers, directors, stockholders, employees,
advisors and agents, and each Person who controls a Selling Stockholder (within
the meaning of the Securities Act), against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and
reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses")
resulting from (x) any untrue statement (or alleged untrue statement) of a
material fact in, or any omission (or alleged omission) of a material fact
required to be stated in, any Registration Statement or Prospectus or necessary
to make the statements therein (including any such statements or omissions
incorporated by reference therein) (in the case of a Prospectus, in light of the
circumstances under which they were made) not misleading, except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by such Selling Stockholder or any underwriters expressly for use
therein, or (y) any violation or alleged violation by the Company of the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law in connection with
the offering covered by such Registration Statement. The Company will also
indemnify underwriters participating in the distribution, their officers,
directors, employees, partners and agents, 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 Selling
Stockholder(s), if so requested, if such underwriters indemnify and agree to
contribute to the Company to the same extent required of the Selling
Stockholder(s) pursuant to Sections 7(b) and (d) hereof.
(b) Indemnification by the Selling Stockholder(s). In connection
with any Registration Statement, each Selling Stockholder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such Registration Statement or
Prospectus and agrees to indemnify and hold harmless, to the full extent
permitted by law, but without duplication, the Company, its officers, directors,
stockholders, employees, advisors and agents, and each Person who controls the
Company (within the meaning of the Securities Act), against all Indemnifiable
Costs and Expenses resulting from (x) any untrue statement (or alleged untrue
statement) of a material fact in, or any omission (or alleged omission) of a
material fact required to be stated in, the Registration Statement or Prospectus
or necessary to make the statements therein (in the case of a Prospectus in
light of the circumstances under which they were made) not misleading to the
extent that such untrue statement or omission is caused by or contained in any
information or affidavit so furnished in writing by such Selling Stockholder to
the Company, or (y) any violation or alleged violation by such Selling
Stockholder of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange Act or
any state securities law in connection with the offering covered by such
Registration
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Statement. No Selling Stockholder shall be required to provide indemnification
or contribution hereunder in excess of an amount equal to the net proceeds to
such Stockholder from the disposition of the Registrable Securities disposed of
by such Stockholder pursuant to such Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel of such
indemnifying party's choice; provided, however, that any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in (but not control) the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such indemnified Person
unless the indemnifying party shall have failed to assume the defense of such
claim and employ counsel reasonably satisfactory to the indemnified party in a
timely manner. The indemnifying party will not be subject to any liability for
any settlement made without the indemnifying party's consent. No indemnified
party will be required to consent to entry of any judgment or enter into any
settlement which 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 litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of the claim will not be
obligated to pay the fees and expenses of more than one counsel (except one (1)
local counsel if required in a specific instance) for all parties indemnified by
such indemnifying party with respect to such claim.
(d) Contribution. If for any reason the indemnification provided for
in Section 7(a) or Section 7(b) hereof is unavailable to an indemnified party or
is insufficient to hold it harmless as contemplated by Section 7(a) and Section
7(b) hereof, respectively, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such loss, claim,
damage, liability or expense in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnifying party and the
indemnified party, but also the relative fault of the indemnifying party and the
indemnified party, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement or the omission or alleged omission
relates to information supplied by the indemnifying party or parties on the one
hand, or the indemnified party or parties on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or 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.
(e) Conflict with Underwriting Agreement. Notwithstanding the
foregoing, to the extent that the indemnification and contribution provisions
contained in any underwriting agreement entered into in connection with any
Underwritten Offering conflict with the foregoing, the provisions of such
underwriting agreement shall control.
Section 8. Participation in Underwritten Registrations. No
Stockholder may participate in any Underwritten Offering hereunder unless it (i)
agrees to sell the Registrable Securities included therein on the basis provided
in any underwriting arrangements approved by
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the Persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, custodial arrangements and other documents required under the terms
of such underwriting arrangements. Nothing in this Section 8 shall be construed
to create any additional rights regarding the registration of Registrable
Securities in any Person otherwise than as set forth herein.
Section 9. Certain Covenants by the Company.
(a) The Company agrees to use its commercially reasonable efforts to
file with the SEC on a timely basis all annual, quarterly and current reports
required to be filed by the Company under the Exchange Act.
(b) Upon request by any Stockholder, the Company will inform such
Stockholder whether it is in compliance with its reporting obligations under the
Exchange Act.
(c) Upon obtaining an opinion in form and substance satisfactory to
the Company from counsel to a Stockholder that is reasonably satisfactory in
form and substance to the Company to the effect that such Stockholder may
transfer its Registrable Securities without registration under the Securities
Act, the Company will instruct its transfer agent to issue to such Stockholder a
certificate representing such Registrable Securities without any legend affixed
thereto.
Section 10. Amendments and Waivers. The provisions of this
Agreement, including the provisions of this Section 10, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless such amendment, modification, waiver
or consent is in writing and duly executed by the Company and a majority in
interest of the Stockholder(s). No waiver of any provision of this Agreement
shall constitute a waiver of any other provision of this Agreement and no waiver
on one occasion shall constitute a waiver on any future occasion with respect to
the same or any other provision of this Agreement.
Section 11. Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or air-courier guaranteeing overnight delivery:
(a) If to a Stockholder, at the most current address given by such
Stockholder to the Company, in accordance with the provisions of this Section
11, which address (including facsimile number) initially is set forth opposite
the Bank's name on the signature page hereto.
(b) If to the Company, initially at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000, attention: Xxxxxx X. Xxxxxx, Chief Financial Officer, facsimile No.:
(000) 000-0000, and thereafter at such other address as may be designated from
time to time by notice given in accordance with the provisions of this Section
11, with copies to Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, attention: Xxxxx X. Xxxxxxxx, Esq., facsimile No.: (212)
715-8000.
(c) All such notices and other communications shall be deemed to
have been delivered and received (i) in the case of personal delivery,
facsimile, telecopier or telegram, on
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the date of such delivery, (ii) in the case of air courier, on the Business Day
after the date when sent and (iii) in the case of mailing, on the third (3rd)
Business Day following such mailing.
Section 12. 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. Delivery of an
executed counterpart by facsimile shall constitute delivery of an original.
Section 13. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
Section 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.
Section 15. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
Section 16. Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as otherwise expressly provided in
Section 7 hereof, this Agreement shall not confer any rights or remedies upon
any Person other than the parties hereto and their respective successors and
permitted assigns. A Stockholder may assign its rights under this Agreement to
any "accredited investor" (as defined in Rule 501 under the Securities Act) to
whom it transfers shares of Common Stock, Warrants or Registrable Securities;
provided that such Stockholder provides an opinion of counsel, in form and
substance reasonably satisfactory to the Company, that such transfer is not
required to be registered under the Securities Act or any applicable state
securities laws. Upon any such assignment, the assignee shall be deemed to have
agreed to, and shall, be bound by all of the terms and provisions of this
Agreement as if such assignee had executed and delivered this Agreement on the
date hereof.
Section 17. Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company and the Stockholders have executed
this Registration Rights Agreement as of the date first written above.
INTERNET COMMERCE CORPORATION
By:-------------------------------------------
Name: G. Xxxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
SILICON VALLEY BANK
0000 Xxxxxx Xxxxx Xx:--------------------------------------------
Xxxxx Xxxxx, Xxxxxxxxxx 00000 Name:
Facsimile No.: 000-000-0000 Title:
