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CKS GROUP, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of
March __, 1997, between CKS Group, Inc., a Delaware corporation ("CKS"), and
the shareholders (the "Company Shareholders") of Prisma Holding GmbH, a limited
liability company organized under the laws of the Federal Republic of Germany
(the "Company"), who are acquiring shares of the Common Stock of CKS pursuant
to that Share Acquisition Agreement dated as of January 8, 1997, as amended by
Amendment No. 1 (the "Acquisition Agreement") among CKS, the Company, CKS
Holding GmbH, a limited liability company organized under the laws of the
Federal Republic of Germany ("Sub") and wholly-owned subsidiary of CKS, and the
Company Shareholders.
1. Definitions. As used in this Agreement:
(a) "1934 Act" means the Securities Exchange Act of 1934,
as amended.
(b) "Act" means the Securities Act of 1933, as amended.
(c) "Form S-3" means such form under the Act as in effect
on the date hereof or any registration form under the Act subsequently adopted
by the SEC which similarly permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the
commission.
(d) "Material Event" means the happening of any event
during the period that the registration statement described in Section 2 hereof
is required to be effective as a result of which, in the judgment of CKS, such
registration statement or the related Prospectus contains or may contain any
untrue statement of a material fact or omits or may omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.
(e) "Registrable Securities" means shares of CKS Common
Stock issued to the Company Shareholders as part of the Acquisition Price
pursuant to the Agreement.
(f) "SEC" means the Securities and Exchange Commission.
Terms not otherwise defined herein have the meanings given to
them in the Acquisition Agreement.
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2. Registration. CKS shall use commercially reasonable efforts
to cause the Registrable Securities held by the Company Shareholders to be
registered under the Act as soon as practicable after their date of issue to
the Company Shareholders so as to permit the resale thereof, and in connection
therewith shall prepare and file with the SEC and shall use commercially
reasonable efforts to cause to become effective at such time, a registration
statement in such form as is then available under the Act covering the
Registrable Securities; provided, however, that the Company Shareholders shall
provide all such information and materials and take all such action as may be
required in order to permit CKS to comply with all the applicable requirements
of the SEC and to obtain any desired acceleration of the effective date of such
registration statement, such provision of information and materials to be a
condition precedent to the obligations of CKS pursuant to this Agreement. The
offerings made pursuant to such registration shall not be underwritten.
3. Postponement of Registration.
(a) Registration. Notwithstanding Section 2 above, CKS
shall be entitled to postpone the declaration of effectiveness of the
registration statement prepared and filed pursuant to Section 2 for a
reasonable period of time, but not in excess of ninety (90) calendar days after
the applicable deadline, if the Board of Directors of CKS, acting in good
faith, determines that there exists material non-public information about CKS.
(b) Material Event. The Company Shareholders agree that,
upon receipt of any notice from CKS of the happening of a Material Event, the
Company Shareholders will forthwith discontinue disposition of the Registrable
Securities pursuant to the registration statement described in Section 2 until
the Company's receipt of copies of supplemented or amended prospectuses
prepared by CKS, and, if so directed by CKS, the Company will deliver to CKS
(at the expense of CKS) all copies in its possession, other than permanent file
copies then in the Company Shareholders' possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice. In
no event shall CKS delay causing to be effective a supplement or post-effective
amendment to a registration statement pursuant to Section 2 or the related
prospectus, for more than sixty (60) consecutive days or one hundred twenty
days (120) days during any 365 consecutive calendar day period.
4. Obligations of CKS. CKS shall (i) prepare and file with the
SEC the registration statement in accordance with Section (2) hereof with
respect to the shares of Registrable Securities and shall use commercially
reasonable efforts to cause such registration statement to become effective as
provided in Section 2 and to keep such registration statement effective until
the earlier of the sale of all of the Registrable Securities so registered or
one year after the issuance of such shares by CKS to the Company Shareholders;
(ii) prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary and to comply with the provisions of the Act with respect to the
sale or other disposition of all securities proposed to be registered in such
registration statement until the earlier of the sale of all of the shares of
Registrable Securities so registered or one year after the issuance of such
shares by CKS to the Company Shareholders; (iii) furnish to the Company
Shareholders such number of copies of any prospectus (including any preliminary
prospectus and any amended or supplemented prospectus)
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in conformity with the requirements of the Act, and such other documents, as
the Company Shareholders may reasonably request in order to effect the offering
and sale of the shares of the Registrable Securities to be offered and sold,
but only while CKS shall be required under the provisions hereof to cause the
registration statement to remain current; (iv) use its commercially reasonable
efforts to register or qualify the shares of the Registrable Securities covered
by such registration statement under the securities or blue sky laws of such
jurisdictions as the Company Shareholders shall reasonably request (provided
that CKS shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such jurisdiction where it has not been qualified), and do any
and all other acts or things which may be necessary or advisable to enable the
Company Shareholders to consummate the public sale or other disposition of the
Registrable Securities in such jurisdictions; (v) notify the Shareholder
Representative upon 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; (vi) so long as the
registration statement remains effective, promptly prepare, file and furnish to
the Company Shareholders a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of the Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit 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; (vii)
notify the Shareholder Representative, promptly after it shall receive notice
thereof, of the date and time the registration statement and each
post-effective amendment thereto has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed; (viii)
notify the Shareholder Representative promptly of any request by the SEC for
the amending or supplementing of such registration statement or prospectus or
for additional information; and (ix) advise the Shareholder Representative,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of the
registration statement or the initiation or threatening of any proceeding for
that purpose and promptly use its best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued.
In connection with any offering of shares of Registrable Securities registered
pursuant to this Agreement, CKS shall (x) furnish the Company Shareholders, at
CKS's expense, with unlegended certificates representing ownership of the
shares of Registrable Securities being sold in such denominations as the
Company shall request and (y) instruct the transfer agent and registrar of the
Registrable Securities to release any stop transfer orders with respect to the
shares of Registrable Securities being sold.
5. Expenses. CKS shall pay the expenses incurred by CKS in
connection with any registration of Registrable Securities pursuant to this
Agreement including all SEC, NASD and blue sky registration and filing fees,
printing expenses, transfer agents' and registrars' fees, and the reasonable
fees and disbursements of CKS's outside counsel and independent accountants.
The Company Shareholders shall be responsible for all underwriting discounts,
commissions and transfer taxes, as well as any other expenses incurred by the
Company Shareholders, including the fees and disbursements of counsel to the
Company Shareholders.
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6. Indemnification. In the event of any offering registered
pursuant to this Agreement:
(a) CKS will indemnify the Company Shareholders against
all expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they are
made, not misleading, or any violation by CKS of any rule or regulation
promulgated under the Act, or state securities laws, or common law, applicable
to CKS in connection with any such registration, qualification or compliance,
and will reimburse the Company Shareholders for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that CKS
will not be liable in any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based in any untrue statement
or omission or alleged untrue statement or omission, made in reliance upon and
in conformity with written information furnished to CKS by an instrument duly
executed by the Company Shareholder or any underwriter or agent acting on its
behalf and stated to be specifically for use therein.
(b) The Company Shareholders will indemnify CKS, each of
its directors and officers, each person who controls CKS within the meaning of
Section 15 of the Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) or a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein 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 alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to CKS by an instrument duly
executed by the Company and stated to be specifically for use therein and will
reimburse CKS and such directors, officers, or control persons for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to CKS by an instrument duly executed by the
Company and stated to be specifically for use therein.
(c) Each party entitled to indemnification under this
Section 6 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has written notice 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 the Indemnified Party may participate in such
defense at such
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party's expense, 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 Agreement, except to the extent, but only to the
extent, that the Indemnifying Party's ability to defend against such claim or
litigation is impaired as a result of such failure to give notice. 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 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 to such claim or litigation.
(d) The obligations of CKS and the Company Shareholders
under this Section 6 shall survive the completion of any offering of stock
pursuant to a registration statement under this Agreement.
7. Non-Assignment of Registration Rights. The rights to cause
CKS to register Registrable Securities pursuant to this Agreement may not be
assigned by any Company Shareholder to any person or entity without the prior
written consent of CKS.
8. Amendment of Registration Rights. This Agreement may be
amended by the parties hereto at any time by execution of an instrument in
writing signed on behalf of each of the parties hereto. For purposes of this
Section 8, the Company Shareholders agree that any amendment of this Agreement
signed by the Shareholder Representative shall be binding upon and effective
against all Company Shareholders whether or not they have signed such
amendment.
9. Termination. The registration rights set forth in this
Agreement shall terminate as to any Company Shareholder at such time as all of
the Registrable Securities then held by such Company Shareholder can be sold by
such Company Shareholder in a 3-month period in accordance with Rule 144 under
the Act.
10. Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon delivery to the party to be notified in person or by courier service or
five days after deposit with the United States mail, postage prepaid, addressed
(a) if to a Company Shareholder, at the Company Shareholder's address as set
forth in the securities register of CKS or (b) if to CKS at 00000 Xxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000.
11. Governing Law; Interpretation. This Agreement shall be
construed in accordance and governed for all purposes by the laws of the State
of California regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.
12. Severability; Survival. If any portion of this Agreement is
held by a court of competent jurisdiction to conflict with any federal, state
or local law, or to be otherwise invalid or unenforceable, such portion of this
Agreement shall be of no force or effect, and this Agreement shall otherwise
remain in full force and effect and be construed as if such portion had not
been included in this Agreement.
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13. Entire Agreement. This Registration Rights Agreement contains
the entire agreement and understanding of the parties and supersedes all prior
discussions, agreement and understandings relating to the subject matter
hereof.
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IN WITNESS WHEREOF, CKS and the Company Shareholders have caused this
Agreement to be signed by their duly authorized respective officers, all as of
the date first written above.
CKS GROUP, INC.
By: /s/ XXXXXX XXXXX/Attorney-In-Fact
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Xxxx X. Xxxxxx, President and Chief
Executive Officer
COMPANY SHAREHOLDERS
/s/ VERSTEEGEN
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Xxxxxxx Xxxxxx
/s/ VERSTEEGEN
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Xxxxxxx Xxxx Xxxxxx
/s/ VERSTEEGEN
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Xxxxx Werrstedt
/s/ VERSTEEGEN
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Xxxxxx Xxxxxxx
/s/ VERSTEEGEN
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Xxxxxx Xxxxxxxx
/s/ VERSTEEGEN
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Xxxxx Xxxxxx
***REGISTRATION RIGHTS AGREEMENT**
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/s/ VERSTEEGEN
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Xxxx Xxxxxx Xxxxxxxxxx
Hannover Finanz GmbH Beteiligungen und
Kapitalanlagen
Signature: /s/ VERSTEEGEN
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Name:__________________________________
Title:_________________________________
Commerz Unternehmensbeteiligungs AG
Signature: /s/ X. XXXXX
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Name:__________________________________
Title:_________________________________
