EXHIBIT 2.2
REGISTRATION RIGHTS AGREEMENT
November 24, 1997
Dear Sir/Madam:
Pursuant to the Share and Option Purchase Agreement dated as of November
24, 1997 (the "Purchase Agreement"), among Cambridge Technology Partners
(Massachusetts), Inc. (the "Company"), the parties named on Schedule 1 attached
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thereto and the Seller Representatives (as defined therein), the Company is
purchasing (the "Acquisition") all of the outstanding share capital and options
to acquire share capital of Xxxxx Xxxxxxxx Holdings Limited (the "Target"). In
connection with the Acquisition you, as one of the holders (the "Holders") of
preferred shares, Class A preference shares, Class B preference shares, ordinary
shares and/or options to acquire ordinary shares of Target, are acquiring shares
of Common Stock of the Company. As the context requires, a Holder may be
referred to as a "seller." In connection with the Acquisition, the Company and
you covenant and agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
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shall have the following respective meanings:
"Agreement" shall mean this Registration Rights Agreement as amended
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from time to time and in effect between the parties hereto.
"Commission" shall mean the United States Securities and Exchange
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Commission, or any other United States federal agency at the time administering
the Securities Act.
"Common Shares" shall mean the shares of Common Stock of the Company
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issued to the Holders on even date herewith pursuant to the Purchase Agreement,
including shares of Common Stock of the Company held in escrow on such Holder's
behalf pursuant to the Escrow Agreement (as defined in the Purchase Agreement).
"Common Stock" shall mean the Common Stock, $.01 par value, of the
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Company (including the associated rights (the "Rights") to purchase Preferred
Stock of the Company pursuant to the Company's Rights Agreement), as constituted
as of the date of this Agreement.
"Exchange Act" shall mean the United States Securities Exchange Act of
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1934, as amended, or any similar United States federal statute, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.
"Registration Expenses" shall mean the expenses so described in Section
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7.
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"Restricted Stock" shall mean the Common Shares, excluding Common
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Shares which (a) have been registered under the Securities Act pursuant to an
effective registration statement filed thereunder and disposed of in accordance
with the registration statement covering them; or (b) have been sold pursuant to
Rule 144 under the Securities Act; or (c) are excluded from the definition of
Restricted Stock pursuant to the last sentence of Section 6.
"Securities Act" shall mean the United States Securities Act of 1933,
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as amended, or any similar United States federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.
"Selling Expenses" shall mean the expenses so described in Section 7.
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2. Securities Act Matters; Restrictions on Transfer. You acknowledge and
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agree that the Common Shares to be issued to you have not been (and at the time
of acquisition by you, will not have been) registered under the Securities Act
or under the securities laws of any state of the United States, in reliance upon
certain exemptive provisions of such statutes, and have not been registered or
qualified under the securities or other laws of any other jurisdiction. You
recognize and acknowledge that such claims of exemption are based, in part, upon
your representations contained in this Agreement and in a separate
Representation Letter executed by you in connection with the Purchase Agreement.
You further recognize and acknowledge that, because the Common Shares are not
registered under United States federal and state laws, they are not presently
eligible for public resale in the United States. You agree that the Common
Shares may not be sold, assigned, transferred, pledged or otherwise disposed of
except pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws, or pursuant to, and in compliance with
the requirements of, Rule 144 under the Securities Act ("Rule 144") as if the
Common Shares were "restricted securities" within the meaning of Rule 144.
Accordingly, you understand that you may be required to bear the risk of your
investment in the Common Shares for an indefinite period of time. You recognize
and acknowledge that Rule 144 (which facilitates routine sales of securities in
accordance with the terms and conditions of that Rule, including a holding
period requirement) is not now available to you for resale of the Common Shares.
You recognize and acknowledge that, except as set forth in this Agreement, the
Company is under no obligation to register the Common Shares pursuant to the
Securities Act, the securities laws of any state of the United States or
otherwise. You agree that the Company, at its discretion, may cause stop
transfer orders to be placed with its transfer agent with respect to the
certificates representing your shares of Common Stock, and may place legends on
such certificates reflecting any applicable restrictions on transfer.
3. Restrictive Legend. Each certificate representing Common Shares shall,
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except as otherwise provided in this Section 3 or in Section 4, be stamped or
otherwise imprinted with a legend substantially in the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN RULE 902(O)
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UNDER THE SECURITIES ACT) UNLESS IT HAS BEEN REGISTERED UNDER THAT ACT
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THIS
SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO
CERTAIN RESTRICTIONS ON SALE, EXCHANGE, TRANSFER, PLEDGE OR DISPOSITION
OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED
NOVEMBER 24, 1997, COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY
OF THE CORPORATION. THE HOLDER OF THIS SECURITY HAS AGREED NOT TO SELL,
ASSIGN, TRANSFER, PLEDGE OR OTHERWISE DISPOSE OF THIS SECURITY EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO RULE 144 ("RULE 144") PROMULGATED UNDER THE
SECURITIES ACT AS IF SUCH SECURITY WERE A "RESTRICTED SECURITY" WITHIN
THE MEANING OF RULE 144.
New certificates issued to the transferee pursuant to a sale under Rule 144 or
an effective registration statement and otherwise in accordance with this
Agreement shall not bear such legend.
4. Notice of Proposed Transfer. Prior to any proposed transfer of any
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Common Shares other than pursuant to an effective registration statement, the
holder thereof shall give written notice to the Company of its intention to
effect such transfer. Each such notice shall describe the manner of the
proposed transfer and, if requested by the Company, shall be accompanied by an
opinion of counsel satisfactory to the Company to the effect that the proposed
transfer may be effected without registration under the Securities Act
whereupon, if such proposed transfer is otherwise in accordance with the terms
of Section 2 hereof and any "Affiliate Letter" executed by such holder, the
holder of such security shall be entitled to transfer such security in
accordance with the terms of its notice. If requested by the Company, a
transferee of Common Shares which remain Restricted Stock hereunder will
execute, as a condition of such transfer, an agreement to be bound by this
Agreement in a form acceptable to the Company and provide such other information
and representations as the Company may reasonably request. Each certificate for
Common Shares transferred as above provided shall bear the legend set forth in
Section 3, except that such certificate shall not bear such legend if (i) such
transfer is in accordance with the provisions of Rule 144 or (ii) the opinion of
counsel referred to above is to the further effect that the transferee and any
subsequent transferee (other than an affiliate of the Company) would be entitled
to transfer such securities in a public sale without registration under the
Securities Act. The restrictions provided for in this Section 4 shall not apply
to securities which are not required to bear the legend prescribed by Section 3
in accordance with the provisions of that Section.
5. Registration. The Company agrees to cause a registration statement
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under the Securities Act on an appropriate form (which shall be Form S-3, if
available) relating to all of the
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shares of Restricted Stock, including any shares of Restricted Stock held in
escrow on such Holder's behalf pursuant to the Escrow Agreement (as defined in
the Purchase Agreement), to be filed within 30 days after the Closing Date (as
defined in the Purchase Agreement), provided that the Company shall not be
required to register shares of Restricted Stock of any Holder who does not
comply with such Holder's obligations in the last two paragraphs of Section 6
below or who has not executed this Agreement.
6. Registration Procedures. In using its efforts to effect the
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registration of any shares of Restricted Stock under the Securities Act as
described in Section 5, the Company will, as expeditiously as possible:
(a) prepare and file, on or before the date specified in Section 5
above, with the Commission a registration statement with respect to such
securities and use its reasonable best efforts to cause such registration
statement (i) to become effective as soon as practicable after the date of its
filing with the Commission and (ii) to remain effective until the earlier of the
sale of all Restricted Stock covered thereby or two years after the effective
date of such registration statement, provided, however, that the Company may
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suspend sales at any time under the registration statement immediately upon
notice to the Holders at the last known address of the Holders, for a period or
periods of time not to exceed in the aggregate 90 days during any 12-month
period, if there then exists material, non-public information relating to the
Company which, in the opinion of the Company, would not be appropriate for
disclosure during that time;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (a) above;
(c) furnish to each seller of Restricted Stock such number of copies
of the registration statement and each such amendment and supplement thereto (in
each case including exhibits) and the prospectus included therein (including
each preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Restricted Stock covered
by such registration statement;
(d) use its reasonable best efforts to register or qualify the
Restricted Stock covered by such registration statement under the United States
state securities or "blue sky" laws of such jurisdictions as the sellers of
Restricted Stock reasonably shall request, provided, however, that the Company
shall not for any such purpose be required to qualify generally to transact
business as a foreign corporation in any jurisdiction where it is not so
qualified or to consent to general service of process in any such jurisdiction;
(e) use its reasonable best efforts to have the Restricted Stock (but
not including the Rights) covered by such registration statement subject to
quotation on the Nasdaq National Market;
(f) notify each seller of Restricted Stock under such registration
statement (at any time when a prospectus relating thereto is required to be
delivered under the Securities Act),
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of the happening of any event of which the Company has knowledge as a result of
which the prospectus contained 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 light of the circumstances then existing, and promptly
prepare and furnish to such seller a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to the purchasers of
such Restricted Stock, such prospectus shall not include an untrue statement of
material fact 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; and
(g) furnish, at the request of any Holder of Restricted Stock
included in the registration statement pursuant to Section 5 of this Agreement,
on the date that such Restricted Stock is delivered to the underwriters for sale
in connection with such registration if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on
the date that the registration statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to such Holder, and (ii) a letter dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to such Holder.
(h) notify the Seller Representatives (as defined in the Purchase
Agreement) of any stop order issued or threatened by the Commission and take
all reasonable actions required to prevent the entry of such stop order or to
remove it if entered.
In connection with the registration of Restricted Stock hereunder, the
sellers of Restricted Stock will furnish to the Company in writing such
information requested by the Company with respect to themselves and the proposed
distribution by them as shall be necessary in order to assure compliance with
applicable United States federal and state securities laws.
If the registration pursuant to Section 5 involves an underwritten
public offering, which determination shall be made by the Company and a majority
of the Seller Representatives acting on behalf of the Holders, the Company and
each seller who wishes to participate in such underwriting agree to enter into a
written agreement with the managing underwriter (which shall be selected by the
Company with the consent, not to be unreasonably withheld, of a majority of the
Seller Representatives) in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature. If a
seller does not execute such agreement or does not desire to participate in such
underwriting, such seller's shares of Restricted Stock shall no longer be part
of the registration and such seller shall have no right hereunder to require
registration of its shares of Restricted Stock, and such seller's shares of
Restricted Stock shall no longer be deemed shares of Restricted Stock within the
meaning of this Agreement.
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7. Expenses. All expenses incurred by the Company in complying with
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Sections 5 and 6, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including reasonable fees
and disbursements of one counsel selected by the sellers) incurred in connection
with complying with United States state securities or "blue sky" laws, fees of
the National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, and costs of issuance, but excluding any Selling
Expenses, are called "Registration Expenses". All underwriting discounts (if
any) and selling commissions applicable to the sale of Restricted Stock are
called "Selling Expenses".
The Company will pay all Registration Expenses in connection with the
registration statement under Section 5. All Selling Expenses in connection with
the registration statement under Section 5 shall be borne by the participating
sellers in proportion to the number of shares sold by each. If the registration
statement required to be filed by the Company pursuant to Section 5 is
withdrawn, delayed or abandoned for any reason by the sellers, the Company will
pay all the Registration Expenses in connection with such registration statement
as provided in this Section 7, provided, however, that following such
withdrawal, delay or abandonment, the sellers will have no right to require the
Company, and the Company shall have no obligation, to register any shares of
Restricted Stock pursuant to this Agreement.
8. Indemnification and Contribution.
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(a) In connection with the registration of the Restricted Stock under
the Securities Act pursuant to Section 5 hereof, the Company will indemnify and
hold harmless each seller of such Restricted Stock thereunder, its officers and
directors, each underwriter of such Restricted Stock thereunder and each other
person, if any, who controls such seller or underwriter within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller, officer, director, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, United States
state securities laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of material fact contained in
the registration statement under which such Restricted Stock was registered
under the Securities Act pursuant to Section 5 at the time it became effective
under the Securities Act, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, (ii) the omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
under which they were made or (iii) any violation by the Company or its agents
of any rule or regulation promulgated under the Securities Act, Exchange Act or
United States state securities laws applicable to the Company or its agents and
relating to action or inaction required of the Company in connection with such
registration, and the Company will reimburse each such seller, each such officer
and director, each such underwriter and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
provided, however, that the Company will not be liable in any such case if any
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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, an omission or
alleged omission or a violation or alleged
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violation so made in conformity with information furnished by any such seller,
any such underwriter or any such controlling person.
(b) In connection with the registration of the Restricted Stock under
the Securities Act pursuant to Section 5 hereof, each seller of such Restricted
Stock thereunder, severally and not jointly, will indemnify and hold harmless
the Company, each person, if any, who controls the Company within the meaning of
the Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer, director, underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) the failure of such seller to comply with the provisions of Section 11
herein or (ii) any untrue statement or alleged untrue statement of any material
fact contained in the registration statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto, 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, and will reimburse the Company and each such
officer, director, underwriter and controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
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that such seller will be liable hereunder in any such case if and only 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 in reliance upon and in conformity with information pertaining to
such seller, furnished by such seller, and provided, further, that in no event
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shall any indemnity under this subsection 8(b) exceed the gross proceeds
received by such Holder from the sale of Restricted Stock.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 8 and shall only relieve
it from any liability which it may have to such indemnified party under this
Section 8 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof and the approval by the indemnified party of the counsel chosen
by the indemnifying party, the indemnifying party shall not be liable to such
indemnified party under this Section 8 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected,
provided, however, that, if the defendants in any such action include both the
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indemnified party and the indemnifying party and if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of the
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indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
(d) In order to provide for just and equitable contribution to joint
liability in any case in which a claim for indemnification is made pursuant to
this Section 8 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 8
provides for indemnification in such case, the Company and each seller of
Restricted Stock will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
proportion to the relative fault of the Company, on the one hand, and each
holder, severally, on the other hand; provided, however, that, in any such case,
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no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation
and; provided, further, that in no event shall any contribution under this
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subsection 8(d) on the part of any Holder exceed the gross proceeds received by
such Holder from the sale of Restricted Stock.
(e) The indemnities provided in this Section 8 shall survive the
transfer of any Restricted Stock by such holder.
9. Reports Under Securities Exchange Act of 1934. With a view to making
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available to the Holders the benefits of Rule 144 promulgated under the
Securities Act, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) maintain registration of its Common Stock (including the Rights
so long as any are outstanding) under Section 12 of the Exchange Act;
(c) use its reasonable best efforts to maintain the inclusion of its
Common Stock (but not including the Rights) on the Nasdaq National Market or
other similar stock market or stock exchange;
(d) file in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and
(e) furnish to any Holder, so long as the Holder owns any Restricted
Stock, forthwith upon request: (i) a written statement by the Company that it
has complied with the reporting requirements of Rule 144 and (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 under the Exchange Act.
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10. Changes in Common Stock. If, and as often as, there is any change in
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the Common Stock (excluding, for this purpose, the Rights) by way of a stock
split, stock dividend, combination or reclassification, or through a merger,
consolidation, reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions hereof so that the rights
and privileges granted hereby shall continue with respect to the Common Stock as
so changed.
11. Sellers' Conduct. With respect to any sale of Common Shares pursuant
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to Section 6, you understand and agree as follows:
(a) You will carefully review the information concerning you
contained in the registration statement (if any) and will promptly notify the
Company if such information is not complete and accurate in all respects,
including having properly disclosed any position, office or other material
relationship within the past three years with the Company or its affiliates;
(b) You agree to sell your Common Shares only in the manner set
forth in the registration statement while such registration statement is
effective;
(c) You agree to comply with the anti-manipulation rules under the
Exchange Act in connection with purchases and sales of securities of the Company
during the time the registration statement remains effective;
(d) You agree to only sell shares in a jurisdiction after counsel
for the Company has advised that such sale is permissible under the applicable
United States state securities or "Blue Sky" laws;
(e) You agree to comply with the prospectus delivery requirements of
the Securities Act and the Exchange Act;
(f) You agree to promptly notify the Company of any and all planned
sales and completed sales of shares; and
(g) You agree to suspend sales during the periods when sales are to
be suspended pursuant to Section 6(a) herein.
12. Limitations on Subsequent Registration Rights. From and after the
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date of this Agreement, the Company shall not, without the prior written consent
of either a majority of the Seller Representatives or the Holders of a majority
of the Restricted Stock, enter into any agreement with any holder or prospective
holder of any securities of the Company which would allow such holder or
prospective holder to include such securities in the registration filed under
Section 5 hereof, unless under the terms of such agreement, such holder or
prospective holder may include such securities in such registration only to the
extent that the inclusion of his securities will not reduce the amount of the
Restricted Stock of the Holders which is included in such registration.
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13. Miscellaneous.
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(a) All covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto (including, without
limitation, transferees of any Restricted Stock, provided, that such transferee
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executes a counterpart signature page to this Agreement in a form acceptable to
the Company), whether so expressed or not, provided that no holder or transferee
of Common Shares which have ceased to be Restricted Stock shall have the benefit
of the covenants and agreements in this Agreement with respect to such Common
Shares.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by certified or registered
mail, return receipt requested, postage prepaid, sent by internationally
recognized delivery service guaranteeing delivery in two business days or less,
with the price of delivery paid by the sender, or telexed or telecopied,
addressed as follows:
if to the Company, at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx USA., Attention: Chief Financial Officer (Telecopy
Number: 000-000-000-0000) with a copy to Xxxxxx X. Xxxxxx, Esq.,
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 X.X.X. (Telecopy Number: (000) 000-0000);
if to any other party hereto, c/o the Seller Representatives,
Xxxxxxx Xxxx, Xxx Xxxxxxxx and Xxxxxxx Xxxx, at their address set
forth in Schedule 3 to the Purchase Agreement with a copy to
Macfarlanes, 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, XXXXXXX, Attention:
Xxxxx X. Xxxxxxxx/Xxxx Xxxxxxxxx and a copy to Xxxx Xxxxx Xxxx &
XxXxxx LLP, 2500 One Liberty Place, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000, U.S.A., Attention: Xxxx Xxxxxx and Xxxxxxx
Xxxxxxx;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Restricted Stock or the
Seller Representatives) or to the holders of Restricted Stock and the Seller
Representatives (in the case of the Company) in accordance with the provisions
of this paragraph.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
(d) This Agreement may be amended or modified, and provisions hereof
may be waived, with the written consent of (i) the Company and (ii) either a
majority of the Seller Representatives or the holders of at least a majority of
the outstanding shares of Restricted Stock. Compliance by any Holder with the
provisions of this Agreement may be waived in writing by the Company in its sole
discretion in any one or more instances, provided that any such waiver shall
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apply only to the provision or provisions and only to the specific instances
specified in such waiver.
(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.
[Signature Page Follows]
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Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this letter, whereupon this Agreement
shall be a binding agreement between the Company and you. You understand that
the Company is expressly relying on the accuracy of the information contained
herein.
Very truly yours,
COMPANY:
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
By: /s/
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Title:
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AGREED TO AND ACCEPTED as of
the date first above written.
/s/
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HOLDERS:
/s/
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Xxx Xxxxxxxx
/s/
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Xxxxxxx Xxxx
FENS LIMITED
By: /s/
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By: /s/
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FANMORE INVESTMENTS LIMITED
By: /s/
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By: /s/
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ST. HELIER TRUST CO. LIMITED
By: /s/
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By: /s/
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EAGLE PLACE TRUSTEES LIMITED
By: /s/
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By: /s/
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/s/
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Xxxxxxx Xxxxx
/s/
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Xxxxxxxx Xxxxxx
/s/
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Xxxxxxx Cable
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/s/
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Xxxx Xxxxxxxxx
/s/
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Xxx Xxxx
/s/
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Xxxxxxx Xxxxxxxx
/s/
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Xxx Xxxxxxxx
ARROW NOMINEES INC.
By: /s/
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By: /s/
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/s/
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Xxxxx Xxxxxxxx
/s/
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Xxxxx Xxxx
/s/
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Xxxxx Xxxxxxxx
/s/
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Xxxx Court
/s/
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Xxxxxx Cuignet
/s/
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Xxxxxx Xxxxx
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Xxxxxxx Xxxxxx
-14-
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Xxx Xxxxxxx
JERMYN TRUSTEES (JERSEY) LIMITED
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By: /s/
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Xxxxxx Xxxxxxxxxxx
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Xxxxxxx Xxxx
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Xxxx Xxxxxxxxxx
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Xxxx Xxxxxx
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Wolfram Kurshener
-15-
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Xxxxxx Lechanteaux
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Xxxx Xxxxxxx
PARNIB BELGIE NV
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Xxx Puarr
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Xxxxxxx Xxxx
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Xxxxxxx Xxxxx
-16-
DARNLEY ASSETS LIMITED
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By: /s/
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Xxxxx-Xxxxxx Xxxxxx
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Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxx
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Xxxxxx Xxxxxxxx
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Xxxx Xxxxxxx
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Xxxx Xxxxxxxx
-17-
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Xxx Xxxxx
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Xxxx Xxxxx
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Xxxx Van Daalen
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Xxxxxx Xxx Xxxxxx
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Xxxx Xxx Xxxxxxx
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Xxxx Xxxxxx
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Xxxx Wysall
-18-
