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Exhibit 4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"), dated as of April
6, 2001, by and among the selling shareholders of Geneva Technology Limited (the
"COMPANY") named on the signature pages hereto (the "MAJOR SHAREHOLDERS") and
any other shareholder of the Company who has accepted the Qualifying Offer (as
defined in the Share Purchase Agreement as defined below), whether voluntarily
or pursuant to the "drag-along" rights in the Company's Articles of Association
(each including the Major Shareholders, a "SHAREHOLDER", and collectively
including the Major Shareholders, "SHAREHOLDERS") and Convergys Corporation, an
Ohio corporation ("PARENT").
R E C I T A L S:
WHEREAS, the Parent and the Major Shareholders have entered into a
Share Purchase Agreement dated the date hereof (the "SHARE PURCHASE AGREEMENT")
whereunder pursuant to the Share Purchase Agreement and the Qualifying Offer
contained therein Parent will acquire 100% of the issued and outstanding shares
of the Company (the "COMPANY STOCK") from the Shareholders by exchanging common
shares, without par value, of Parent (the "Common SHARES") for shares of Company
Stock; and
WHEREAS, the Shareholders were unwilling to acquire the Common Shares
(i) without assurances of their ability to dispose publicly of the Common Shares
and (ii) without certain other assurances as provided herein; and
WHEREAS, Parent is willing to make such assurances as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
THE PARTIES AGREE AS FOLLOWS:
1. REGISTRATION OF SECURITIES.
(a) REGISTRATION BY THE PARENT.
(i) As soon as possible, and in no event more than 20 days from the
Closing Date (as defined in the Share Purchase Agreement), Parent shall prepare
and file an amendment to its existing shelf registration statement on Form S-3,
Registration Statement No. 333-43404 (the "EXISTING FORM S-3"), and, on the date
on which the unaudited financial statements containing the combined operations
of Parent and the Company (the "FINANCIAL STATEMENTS") have been publicly
released, prior to the commencement of trading on the New York Stock Exchange
(the "NYSE") on such date, shall (i) file the Financial Statements with the
Securities and Exchange Commission (the "SEC"), (ii) file a prospectus
supplement with the SEC to be used in connection with the Existing Form S-3 (the
"INITIAL PROSPECTUS SUPPLEMENT"), to effect the eligibility for resale of Common
Shares having an aggregate value at the time of registration of $250,000,000
owned by the
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Shareholders in such amounts as provided to Parent by the Shareholders and (iii)
submit to the NYSE the requisite number of copies of the Existing Form S-3 and
the Initial Prospectus Supplement so as to permit the resale of the Common
Shares registered pursuant to such Initial Prospectus Supplement without an
additional prospectus delivery requirement in connection with such resale;
provided, that Parent's obligation to timely prepare and file such amendment and
Initial Prospectus Supplement shall be dependent on the Shareholders providing
to Parent no later than 48 hours prior to the date of filing of the Financial
Statements such information regarding such Shareholders and pertinent to the
disclosure requirements relating to the registration and the distribution of
such securities as Parent may from time to time reasonably request. Parent
agrees to maintain the effectiveness of such registration until the second
anniversary of the date hereof, but shall not maintain the effectiveness of such
registration or be required to keep a prospectus supplement on file beyond the
second anniversary date.
(ii) Parent shall prepare and file a registration statement on Form S-3
for the registration of the remainder of the Common Shares acquired by the
Shareholders pursuant to the Share Purchase Agreement (but not registered
pursuant to Section 1(a)(i) above) and prepare and file a prospectus supplement
to be used in connection therewith in order that such registration statement
shall become effective prior to the commencement of trading on the NYSE on the
first anniversary of the date hereof. Parent agrees to maintain the
effectiveness of such registration until the second anniversary of the date
hereof, but shall not maintain the effectiveness of such registration or be
required to keep a prospectus supplement on file beyond the second anniversary
date.
Parent shall use its reasonable best efforts to prosecute the registration
statements, amendments thereto and any relevant prospectus supplements
contemplated by this Section 1(a) and to obtain an effectiveness order from the
Securities and Exchange Commission with respect thereto as promptly as possible
following the filing thereof. In connection with each of the above registrations
the Parent shall pay all expenses of such registration and the related offering,
including, without limitation, any and all special audits, legal and accounting
fees and disbursements (including the fees and disbursements of one legal
counsel designated to represent the Shareholders and selected by the
Shareholders), blue sky fees and expenses, printing costs and related
disbursements arising out of the preparation, filing, amending and supplementing
of the registration statement, except for brokers' and underwriters' discounts
and commissions and transfer taxes on any Common Shares sold by the
Shareholders.
(b) REGISTRATION GENERALLY.
If and when the Parent shall be required by the provisions of
this Section 1 to effect the registration of the Common Shares acquired by the
Shareholders (the "ACQUIRED SHARES") under the Securities Act, the Parent shall,
as expeditiously as possible:
(i) prepare and file a registration statement or an
amendment to an existing registration statement with
respect to the Acquired Shares required to be
registered, and use commercially reasonable efforts
to cause such
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registration statement to become effective; provided,
however, that before filing such registration
statement and any amendment or supplement thereto,
the Parent shall furnish to the Major Shareholders
or, if requested by the Major Shareholders, to
counsel selected by the Major Shareholders, copies of
all documents proposed to be filed, which documents
shall be subject to the review and reasonable
approval of the Major Shareholders and/or such
counsel;
(ii) prepare and file with the Securities and Exchange
Commission (the "COMMISSION") such amendments and
supplements to such registration statement and the
prospectus used in connection therewith as may be
necessary to keep such registration statement
effective for the period from the effective date of
the applicable registration statement until the
second anniversary of the date hereof or such shorter
period agreed upon by the parties hereto, and to
comply with the provisions of the Securities Act and
the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), with respect to the resale of the
Acquired Shares covered by such registration
statement during the period set forth above;
(iii) furnish to the Shareholders such number of printed
copies of such registration statement and of each
such amendment and supplement thereto, such number of
copies of the prospectus included in such
registration statement (including each preliminary
prospectus and any summary prospectus), such
documents incorporated by reference in such
registration statement or prospectus and such other
documents as the Shareholders may reasonably request
in order to facilitate the disposition of the
Acquired Shares covered by such registration
statement in conformity with the requirements of the
Securities Act;
(iv) use commercially reasonable efforts to register or
qualify the Acquired Shares covered by any such
registration statement under such securities or blue
sky laws in such jurisdictions within the United
States as the Shareholders may reasonably request;
provided, however, that the Parent shall not be
obligated to qualify its business in any jurisdiction
where it is not then so qualified or otherwise
required to be so qualified or to take any action
which would subject it to service of process in suits
other than those arising out of such registrations;
(v) promptly notify the Shareholders at any time when a
prospectus relating to the registration of the
Acquired Shares 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 required to be
stated therein or omits to state a material fact
required to be stated therein or necessary to make
the
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statements therein not misleading in light of the
circumstances then existing, and at the request of
the Shareholders, prepare and furnish to the
Shareholders a reasonable number of copies of a
supplement to or an amendment of such a prospectus as
may be necessary so that, as thereafter delivered to
the purchasers of the Acquired Shares, such
prospectus shall not include an untrue statement of a
material fact required to be stated therein or omit
to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading in light of the circumstances then
existing;
(vii) otherwise use commercially reasonable efforts to
comply with the Securities Act, Exchange Act and all
applicable rules and regulations of the Commission,
and make available to its securities holders, as soon
as reasonably practicable, an earnings statement
covering a period of at least twelve (12) months, but
not more than eighteen (18) months, beginning with
the first month of the first fiscal quarter after the
effective date of such registration statement, which
earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act; and
(viii) use commercially reasonable efforts to list the
registered Acquired Shares on each securities
exchange on which securities of the same class are
then listed, if the Common Shares are not already so
listed and if such listing is then permitted under
the rules of such exchange.
In connection with the preparation and filing of each
registration statement registering the Acquired Shares under the Securities Act,
the Parent shall give the Major Shareholders and their counsel and accountants
the opportunity to participate in the preparation of such registration
statement, each prospectus included therein or filed with the Commission, and
each amendment thereof or supplement thereto, and shall give each of them such
access to its books and records and such opportunities to discuss the business
of the Parent with its officers, its counsel and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of the Major Shareholders or their counsel, to conduct, prior to
the effectiveness of such registration statement, a reasonable investigation
within the meaning of the Securities Act.
(e) CONDITIONS TO REGISTRATION.
The Shareholders' right to have Acquired Shares included in
any registration statement filed by the Parent in accordance with the provisions
of this Section 1 shall be subject to the following conditions:
(i) the Shareholders shall be required to furnish the
Parent in a timely manner with all information
required by the applicable rules and regulations of
the Commission concerning the proposed method of sale
or other disposition of
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the Acquired Shares, and such other information as
may be reasonably required by the Parent to prepare
and file properly such registration statement in
accordance with applicable provisions of the
Securities Act; and
(ii) if the Shareholders desire to sell and distribute the
Acquired Shares over a period of time, or from time
to time, at then prevailing market prices, then the
Shareholders shall execute and deliver to the Parent
such written undertakings as the Parent and its
counsel may reasonably require in order to assure
full compliance with relevant provisions of the
Securities Act and the Exchange Act;
(f) INDEMNIFICATION.
In the event of the registration of any of the Acquired Shares
under the Securities Act pursuant to the provisions hereof, the Parent shall, to
the extent permitted by law, indemnify and hold harmless the Shareholders, their
partners, directors, officers, agents, and each other person, if any, who
controls or is controlled by the Shareholders within the meaning of the
Securities Act (each such person being hereinafter sometimes referred to as an
"indemnified person"), against any losses, claims, damages or liabilities, joint
or several, to which such indemnified person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions with respect thereto) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained or
incorporated by reference in any registration statement under which such
Acquired Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein (as such may be amended or
supplemented), or any document incorporated by reference therein, or arise out
of or are based upon the 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 under which they were made, not
misleading, and shall reimburse each such indemnified person for any legal or
any other expenses reasonably incurred by such indemnified person in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Parent shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue statement or alleged untrue statement or omission or
alleged omission made or incorporated by reference in such registration
statement, such preliminary prospectus or such final prospectus (as such may be
amended or supplemented), or any document incorporated by reference therein, in
reliance upon and in conformity with written information furnished to the Parent
by such indemnified person specifically stating that it is for use in
preparation thereof, or (ii) the indemnified person's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto to any purchaser. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such indemnified person
and shall survive the transfer of the Acquired Shares by the Shareholders.
In the event of the registration of any of the Acquired Shares
under the Securities Act pursuant to the provisions hereof, the Shareholders
shall, to the extent permitted by law, indemnify and hold harmless the Parent,
each director of the Parent, each officer of the Parent who
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signs the registration statement, and any person, firm or corporation, if any,
who controls or is controlled by the Parent, broker or dealer within the meaning
of the Securities Act, against any losses, claims, damages or liabilities, joint
or several, to which the Parent, such director, officer, or controlling or
controlled person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions with respect
thereto) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained or incorporated by reference in any
registration statement under which the Acquired Shares were registered under the
Securities Act, any preliminary prospectus or final prospectus contained therein
(as such may be amended or supplemented), or any document incorporated by
reference therein, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which untrue statement
or alleged untrue statement or omission or alleged omission has been made or
incorporated by reference therein in reliance upon and in conformity with
written information furnished to the Parent by the Shareholders specifically
stating that it is for use in the preparation thereof, and shall reimburse the
Parent, each such director, officer, and controlling or controlled person for
any legal or any other expenses reasonably incurred by the Parent, such
director, officer, or controlling or controlled person in connection with
investigating or defending any such loss, claim, damage, liability or action.
Each party entitled to indemnification under this Subsection
(f) (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, but the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations under this Subsection (f), except and to
the extent the Indemnifying Party has been materially prejudiced as a
consequence thereof. The Indemnifying Party shall be entitled to participate in,
and to the extent that it may elect by written notice delivered to the
Indemnified Party promptly after receiving the aforesaid notice from such
Indemnified Party, at its expense to assume, the defense of any such claim or
any litigation resulting therefrom, with counsel reasonably satisfactory to such
Indemnified Party; provided, however, that the Indemnified Party may participate
in such defense at its expense, notwithstanding the assumption of such defense
by the Indemnifying Party, and provided, further, that if the defendants in any
such action shall include both the Indemnified Party and the Indemnifying Party
and the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest in counsel representing both the Indemnifying Party and
such Indemnified Party, the Indemnified Party or Parties shall have the right to
select one separate counsel on behalf of such Indemnified Party or Parties and
the fees and expenses of such counsel shall be paid by the Indemnifying Party.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party (which shall not be
unreasonably withheld), 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 with respect to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as the
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.
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The amount paid or payable by an Indemnified Party as a result
of the losses, claims, damages or liabilities (or actions with respect thereto)
referred to above in this Subsection (f) or in Subsection (g), below, shall
include any legal or other out-of-pocket expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim (which shall be limited as provided in this Subsection (f) if the
Parent has assumed the defense of any such action in accordance with the
provisions hereof). 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.
Indemnification similar to that specified in the preceding
provisions of this Subsection (f) (with appropriate modifications) shall be
given by the Parent to the Shareholders with respect to any required
registration or other qualification of such Acquired Shares under any federal or
state law or any regulation of governmental authority other than the Securities
Act.
(g) EXCHANGE ACT REGISTRATION.
The Parent covenants and agrees that until such time as the
second anniversary of the date hereof, the Parent shall:
(i) if required by law, subsequent to any registration of
Common Shares under the Securities Act, maintain an
effective registration statement (containing such
information and documents as the Commission shall
specify) under Section 12(g) of the Exchange Act with
respect to the Common Shares, and file on time such
information, documents and reports as the Commission
may require or prescribe for companies whose shares
have been registered pursuant to said Section 12(g);
(ii) if a registration statement with respect to the
Common Shares is, or is required to be maintained,
effective under Section 12(b) or Section 12(g) of the
Exchange Act, make, upon the request of the
Shareholders, whatever other filings with the
Commission or otherwise make generally available to
the public such financial and other information as
may be reasonably necessary in order to enable the
Shareholders to be permitted to sell the registered
Acquired Shares pursuant to the provisions of Rule
144 promulgated under the Securities Act (or any
successor rule or regulation thereto or any statute
hereafter adopted to replace or to establish the
exemption that is now covered by said Rule 144); and
(iii) upon the reasonable request of the Shareholders,
deliver to the Shareholders a written statement as to
whether it has complied with the requirements of this
Subsection (g).
The Parent represents and warrants that such registration
statement or any information, documents or reports filed with the Commission in
connection therewith or any
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information so made public shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements contained therein, in light of the circumstances
under which such statements were made, not misleading. The Parent agrees to
indemnify and hold harmless (or, to the extent the same is not enforceable, make
contribution to) the Shareholders, its partners, directors, officers, agents,
acting for the Shareholders in connection with any offering or sale by the
Shareholders of the Acquired Shares, and any person, firm or corporation
controlling or controlled by (within the meaning of the Securities Act) the
Shareholders from and against any and all losses, claims, damages or liabilities
(or actions with respect thereto) arising out of or resulting from any breach of
the foregoing representation or warranty, all on terms and conditions comparable
to those set forth in Subsection (f), above; provided, however, that the Parent
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made or incorporated by
reference in such registration statement in reliance upon filings made by the
Shareholders under the Exchange Act, and provided, further, that the Parent
shall be given written notice and an opportunity to participate in, and, to the
extent that it may wish, to assume on terms and conditions comparable to those
set forth in Subsection (f), above, the defense thereof.
2. SPECIFIC PERFORMANCE.
The Parent recognizes that the rights of the Shareholders under this
Agreement are unique and, accordingly, the Shareholders shall, in addition to
such other remedies as may be available to 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. This Agreement is not
intended to limit or abridge any rights of the Shareholders which may exist
apart from this Agreement.
3. ASSIGNMENT.
The Parent may not assign this Agreement. The Shareholders may assign,
sell, convey or otherwise transfer this Agreement or any of its rights or
obligations under this Agreement only in a transaction exempt from registration
under federal and applicable state securities laws.
4. MISCELLANEOUS.
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(a) AMENDMENT OR SUPPLEMENT; WAIVER.
This Agreement may be amended or supplemented at any time by
the mutual agreement of the Parent and the Major Shareholders. Any amendment or
supplement must be in writing executed by Parent and the Major Shareholders. Any
of the terms, covenants, representations, warranties or conditions set forth in
or made pursuant to this Agreement may be waived at any time in writing by the
party waiving compliance. Any waiver by any party of any such term, covenant,
representation, warranty or condition, or of the breach of any of the same, in
any one or more instances, shall not be deemed to be nor construed as a further
or continuing waiver of any such term, covenant, representation, warranty or
condition, or of the breach of the same.
(b) EXPENSES.
The Parent shall pay all expenses incident to the performance
or enforcement of this Agreement, including all fees and expenses of counsel for
all activities undertaken pursuant to this Agreement, except as otherwise
provided in Section 1.
(c) ENTIRE AGREEMENT.
This Agreement and the Share Purchase Agreement, including the Exhibits
and Schedules referred to and incorporated by reference herein and therein that
form a part of those agreements, contain the entire understanding of the parties
with respect to the subject matter of this Agreement and the Share Purchase
Agreement. There are no representations, promises, warranties, covenants or
undertakings with respect to the subject matter of this Agreement and the Share
Purchase Agreement other than those expressly set forth or provided for herein
or therein.
(d) SEVERABILITY.
In the event that any part of this Agreement is declared by
any court or other judicial or administrative body to be null, void or
unenforceable, such provision shall be reformed so that it shall be valid,
operative and enforceable to the maximum extent permitted, and all of the other
provisions of this Agreement shall remain in full force and effect.
(e) FURTHER ASSURANCES.
Each of the parties hereto agrees to execute and deliver those
writings and documents reasonably required to more fully carry out the
transactions contemplated hereby.
(f) NOTICES.
(a) Any notice or other communication required to be given
under this Agreement or in connection with the matters contemplated by it shall,
except where otherwise specifically
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provided, be in writing in the English language and shall be addressed as
provided in Section 4(f)(b) and may be:
(i) personally delivered, in which case it shall be deemed to
have been given upon delivery at the relevant address; or
(ii) if within the United Kingdom, sent by first class
pre-paid post, in which case it shall be deemed to have been given two Business
Days after the date of posting; or
(iii) if from or to any place outside the United Kingdom, sent
by pre-paid priority airmail, in which case it shall be deemed to have been
given seven Business Days after the date of posting; or
(iv) sent by fax, in which case it shall be deemed to have
been given when dispatched, subject to confirmation of uninterrupted
transmission by a transmission report provided that any notice dispatched by fax
after 17.00 hours (at the place where such fax is to be received) on any day
shall be deemed to have been received at 08.00 on the next Business Day.
(b) The addresses and other details of the parties referred to in
Section 4(f)(a) are, subject to Section 4(f)(c):
If to the Major Shareholders:
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Telephone Number 01763 838251
Facsimile Number 01763 838075
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Telephone Number: 01763 838251
Facsimile Number: 01763 838075
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Telephone Number: 01223 528510
Facsimile Number: 01223 528511
Name: Spectrum Equity Investors III, L.P.
Spectrum III Entrepreneurs' Fund, L.P.
Spectrum III Investment Managers' Fund, L.P.
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Telephone Number: 001 617 464 4600
Facsimile Number: 001 617 464 4601
Name: The Geocapital V, L.P.
Geocapital Advisors, L.P.
Geocapital Investors V, L.P.
Geocapital Eurofund, L.P.
Address: ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ ▇▇▇
Telephone Number: 001 201 461 9292
Facsimile Number: 001 201 461 7793
And copies to: Geocapital Partners
Address: Pollen House, ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
Telephone Number: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile Number: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
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If to a Shareholder other To the address set forth on the stock
than a Major Shareholder: transfer records of the Parent on the date
of the notice.
If to the Parent:
Address: Convergys Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile Number: 513-723-2448
And copied to:
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLC
Address: 2200 PNC Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone Number: 513-651-6800
Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇
(c) Any Major Shareholder and Parent may notify the other
parties of any change to its address or other details specified in Section
4(f)(b), provided that such notification shall only be effective on the date
specified in such notice or five Business Days after the notice is given,
whichever is later. A Shareholder other than a Major Shareholder shall notify
Parent of any change to its address.
(h) CAPTIONS.
The captions set forth in this Agreement are for reference
purposes only and are not part of this Agreement.
(i) COUNTERPARTS.
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This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.
(J) GOVERNING LAW.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York except to the extent federal
law may be applicable. The parties agree that any actions brought in connection
with this Agreement or the transactions contemplated hereby shall be filed and
heard in New York County, New York, and each party submits to the jurisdiction
of the Supreme Court of the State of New York, County of New York, and the
United States District Court for the Southern District of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PARENT:
CONVERGYS CORPORATION
By:
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Printed:
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Its:
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MAJOR SHAREHOLDERS:
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Spectrum Equity Investors III, L.P.
By:
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Name:
Title:
Spectrum III Entrepreneurs' Fund
By:
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Name:
Title:
--14--
15
Spectrum III Investment Managers' Fund, L.P.
By:
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Name:
Title:
Geocapital V, L.P.
By:
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Name:
Title:
Geocapital Advisors, L.P.
By:
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Name:
Title:
Geocapital Investors V, L.P.
By:
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Name:
Title:
Geocapital Eurofund, L.P.
By:
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Name:
Title:
--15--
