{"id":43788,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-investors-rights-agreement-general-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-investors-rights-agreement-general-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/amended-and-restated-investors-rights-agreement-general-inc.html","title":{"rendered":"Amended and Restated Investors&#8217; Rights Agreement &#8211; General Inc."},"content":{"rendered":"<pre>\n             EXECUTION COPY (A&amp;R INVESTORS' RIGHTS AGREEMENT)\n\n\n                              GENERAL INTERNET INC.\n\n                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT\n\n          THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this\n'Agreement') dated as of November 13, 1998, by and among GENERAL INTERNET INC.,\na New York corporation having a principal place of business at 220 East 42nd\nStreet, 24th Floor, New York, New York 10017 (the 'Company'), and each of the\ninvestors named on the attached Exhibit A and having a principal place of\nbusiness as set forth thereon (each an 'Investor' and collectively the\n'Investors'), as such Exhibit A may be amended from time to time to add such\nother person(s) who may hereafter become a party to this Agreement as a result\nof purchasing shares of the Company's Series C Convertible Preferred Stock,\n$.001 par value per share, at the Closings (as hereinafter defined).\n\n                                    RECITALS\n\n          WHEREAS, on April 20, 1998 the Company and certain of the Investors\n(collectively, the 'Series A Investors') entered into that certain Series A\nConvertible Preferred Stock Purchase Agreement (the 'Series A Purchase\nAgreement'), pursuant to which the Company issued and sold to the Series A\nInvestors an aggregate of 3,346,715 shares of the Company's Series A Convertible\nPreferred Stock, $.001 par value per share (the 'Series A Stock');\n\n          WHEREAS, on April 20, 1998 the Company and certain of the Investors\n(collectively, the 'Series B Investors' and, together with the Series A\nInvestors, the 'Existing Investors') entered into that certain Series B\nConvertible Preferred Stock Purchase Agreement (the 'Series B Purchase\nAgreement' and, together with the Series A Purchase Agreement, the 'Prior\nPurchase Agreements'), pursuant to which the Company issued and sold to the\nSeries B Investors an aggregate of 6,597,596 shares of the Company's Series B\nConvertible Preferred Stock, $.001 par value per share (the 'Series B Stock');\n\n          WHEREAS, concurrently with the execution and delivery of the Prior\nPurchase Agreements, the Company and the Existing Investors entered into that\ncertain Investors' Rights Agreement dated as of April 20, 1998 (the 'Investors'\nRights Agreement');\n\n          WHEREAS, on the date hereof the Company and certain of the Investors\n(collectively, the 'Series C Investors') are entering into that certain Series C\nConvertible Preferred Stock Purchase Agreement (the 'Series C Purchase\nAgreement'), pursuant to which the Company is authorized to issue and sell to\nthe Series C Investors an aggregate of up to 8,717,949 shares of the Company's\nSeries C Convertible Preferred Stock, $.001 par value per share (the 'Series C\nStock' and, together with the Series A Stock and the Series B Stock, the\n'Preferred Stock'), at one or more closings to be held on or prior to thirty\n(30) days from the date hereof (the 'Closings');\n\n          WHEREAS, it is a condition to the closing of the transactions\ncontemplated by the Series C Purchase Agreement that the Company and the\nInvestors enter into this Agreement \n\n\n\n\nto, among other things, amend and restate the rights granted to the Existing\nInvestors pursuant to the Investors' Rights Agreement in order to provide the\nSeries C Investors with certain registration rights, information rights and\nother rights in connection with the Investors' ownership of shares of the\nCompany's Preferred Stock (and the Conversion Shares (as hereinafter defined)\ninto which such shares of Preferred Stock are convertible);\n\n          WHEREAS, pursuant to Section 4.3 of the Investors' Rights Agreement,\nthe Investors' Rights Agreement may be amended, waived, discharged or terminated\nby the written consent of the Company, holders of at least a majority of the\nSeries A Stock and the holders of at least a majority of the Series B Stock,\neach voting as a separate series, and any such amendments, waivers, discharges\nor terminations effected in accordance with Section 4.3 of the Investors' Rights\nAgreement shall be binding upon all parties thereto, including those not signing\nsuch amendment, waiver, discharge or termination; and\n\n          WHEREAS, by entering into this Agreement, the Company, and the Series\nA Investors and Series B Investors whose signatures are set forth on the\nsignature pages hereto, which Series A Investors and Series B Investors\nconstitute the holders of at least a majority of the Series A Stock and the\nholders of at least a majority of the Series B Stock, each voting as a separate\nseries, hereby consent to amending the Investors' Rights Agreement in the manner\nset forth herein.\n\n          NOW, THEREFORE, in consideration of the promises and mutual agreements\nset forth herein and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties agree as follows:\n\n                                   SECTION I\n\n                        DEFINITIONS; REGISTRATION RIGHTS\n\n          1.1 Certain Definitions. As used in this Agreement, the following\nterms shall have the following respective meanings:\n\n          'C-Max' shall mean C-Max Capital Limited Partnership - I, a Florida\nlimited partnership and an Investor hereunder.\n\n          'Commission' shall mean the Securities and Exchange Commission, or any\nother federal agency at the time administering the Securities Act.\n\n          'Common Stock' shall mean the Common Stock, $.001 par value, of the\nCompany.\n\n          'Conversion Shares' shall mean shares of Common Stock issued or\nissuable upon conversion of the Preferred Stock.\n\n          'Exchange Act' shall mean the Securities Exchange Act of 1934, as\namended, or any similar federal statute, and the rules and regulations of the\nCommission thereunder, all as the same shall be in effect at the time.\n\n\n                                       2\n\n\n\n          'Excluded Stock' shall mean (i) the Reserved Employee Shares, (ii)\nsecurities issuable as a stock dividend or upon any subdivision of shares of\nCommon Stock, provided that the securities issued pursuant to such stock\ndividend or subdivision are limited to additional shares of Common Stock, (iii)\nsecurities issuable pursuant to a Qualified Public Offering, (iv) debt\nsecurities without equity features or conversion privileges (provided, however,\nthat any debt security convertible into the Company's capital stock shall be\nExcluded Stock if a majority of the Board of Directors approves its issuance),\n(v) securities issued in connection with equipment or debt financing or leases\n(including securities issued in consideration of guarantees of such financing or\nleases) which are approved by the Series A Investor Director, the Series B\nInvestor Director and the Series C Investor Director, (vi) up to an aggregate of\n200,000 shares of Common Stock (or options or warrants to purchase such shares\nof Common Stock) issuable to consultants or vendors to the Company at prices or\nexercise prices determined by the Board of Directors to be not less than fair\nmarket value, (vii) the shares of Common Stock issued or issuable upon\nconversion of the Preferred Stock, (viii) the shares of Common Stock issued or\nissuable upon exercise of the options and warrants contemplated by the\ncapitalization table of the Company provided as a schedule to the Series C\nPurchase Agreement (ix) the shares of stock issuable upon exercise of a warrant\nissued, or to be issued, to Citicorp, N.A. to purchase 100,000 shares of Common\nStock, as described in a certain Letter Agreement by and between the Company and\nCiticorp, N.A., dated June 20, 1997, and (x) if expressly approved by the\nCompany's Board of Directors, including a majority of the Series A Investor\nDirector, the Series B Investor Director and the Series C Investor Director,\nsecurities issued (a) to vendors, customers or co-venturers or other persons in\nsimilar commercial or corporate partnering situations, or (b) in connection with\nan acquisition by the Company or an affiliate of the Company.\n\n          'Qualified Public Offering' shall mean a firm commitment underwritten\npublic offering of the Company's Common Stock underwritten by a nationally\nrecognized full-service investment bank pursuant to which (i) the aggregate\ngross proceeds received by the Company are at least $15,000,000, and (ii) the\nprice per share is not less than $10.00 (following appropriate adjustment in the\nevent of any stock dividends, stock split, combination or other similar\nrecapitalization affecting such shares).\n\n          'Register,' 'registered' and 'registration' refer to a registration\neffected by preparing and filing a registration statement in compliance with the\nSecurities Act (as hereinafter defined) and the declaration or ordering of the\neffectiveness of such registration statement.\n\n          'Registrable Shares' shall mean the Series A Registrable Shares, the\nSeries B Registrable Shares and the Series C Registrable Shares.\n\n          'Reserved Employee Shares' shall mean shares of Common Stock (or\noptions to purchase such shares of Common Stock) issued or issuable at not less\nthan fair market value to officers, employees or directors of, or consultants\nto, the Company pursuant to any stock purchase or option plan or other employee\nstock bonus arrangement as provided by the Company's Board of Directors. The\nnumber of Reserved Employee Shares shall not exceed 5,300,000 shares of Common\nStock (inclusive of shares subject to currently outstanding employee options)\nprior to the one (1) year anniversary of the execution of this Agreement;\nprovided, however, that after the one (1) year anniversary, the number of shares\nset aside for \n\n\n                                       3\n\n\n\nReserved Employee Shares may be increased (or decreased) by the\nvote of the Board of Directors.\n\n          'Securities Act' shall mean the Securities Act of 1933, as amended, or\nany similar federal statute, and the rules and regulations of the Commission\nthereunder, all as the same shall be in effect at the time.\n\n          'Series A Investor Director' shall have the meaning given to that term\nin the Amended and Restated Shareholders Agreement entered into\ncontemporaneously herewith.\n\n          'Series B Investor Director' shall have the meaning given to that term\nin the Amended and Restated Shareholders Agreement entered into\ncontemporaneously herewith.\n\n          'Series C Investor Director' shall have the meaning given to that term\nin the Amended and Restated Shareholders Agreement entered into\ncontemporaneously herewith.\n\n          'Series A Registrable Shares' shall mean (i) the shares of Common\nStock issued or issuable upon conversion of the Series A Stock; (ii) an\naggregate of 864,557 shares of Common Stock issued or issuable by the Company to\ncertain Investors upon the exercise of certain warrants issued on March 27,\n1997, April 14, 1997, July 10, 1997, July 24, 1997, August 7, 1997, August 27,\n1997, September 22, 1997 and January 15, 1998 in connection with that certain\nNote and Warrant Purchase Agreement dated March 27, 1997, as such warrants and\nsuch Note and Warrant Purchase Agreement have been amended from time to time\n(such warrants collectively referred to herein as the 'Series A Outstanding\nWarrants'); and (iii) shares issued or issuable upon an adjustment for (a) stock\nsplits, stock dividends and the like (including, without limitation, any such\nadjustments with respect to the securities referred to in (i) and (ii) above),\nand (b) in the Series A Outstanding Warrants as in effect on the date hereof.\nNotwithstanding the foregoing, Series A Registrable Shares shall not include\nshares of Common Stock issued or issuable pursuant to the foregoing which (i)\nhave been registered under the Securities Act pursuant to an effective\nregistration statement filed thereunder and disposed of in accordance with the\nregistration statement covering them, (ii) are publicly sold pursuant to Rule\n144 under the Securities Act or, as to any one holder, all of his or its shares\nmay be sold in a single transaction, or (iii) are eligible for sale under Rule\n144(k) under the Securities Act.\n\n          'Series B Registrable Shares' shall mean (i) the shares of Common\nStock issued or issuable upon conversion of the Series B Stock; (ii) an\naggregate of 702,777 shares of Common Stock issued or issuable by the Company to\ncertain Investors upon the exercise of certain warrants issued on November 26,\n1997, February 2, 1998, February 12, 1998 and February 26, 1998 in connection\nwith those certain Note and Warrant Purchase Agreements dated November 26, 1997,\nFebruary 2, 1998 and February 12, 1998, respectively, as such warrants and such\nNote and Warrant Purchase Agreement have been amended from time to time (such\nwarrants collectively referred to herein as the 'Series B Outstanding Warrants'\nand, together with the Series A Outstanding Warrants, the 'Outstanding\nWarrants'); (iii) the shares of Common Stock issued or issuable by the Company\nto certain of the Investors upon the exercise of certain warrants issued in\nconnection with the sale of the Series B Stock; (iv) the 60,000 shares of Common\nStock issued or issuable by the Company to Mr. Kevin Watson upon the exercise of\na warrant issued in connection with the execution of an advisory agreement with\nthe \n\n\n                                       4\n\n\n\nCompany; and (v) shares issued or issuable upon an adjustment for stock splits,\nstock dividends and the like (including, without limitation, any such\nadjustments with respect to the securities referred to in (i) above).\nNotwithstanding the foregoing, Series B Registrable Shares shall not include\nshares of Common Stock issued or issuable pursuant to the foregoing which (i)\nhave been registered under the Securities Act pursuant to an effective\nregistration statement filed thereunder and disposed of in accordance with the\nregistration statement covering them, (ii) are publicly sold pursuant to Rule\n144 under the Securities Act or, as to any one holder, all of his or its shares\nmay be sold in a single transaction, or (iii) are eligible for sale under Rule\n144(k) under the Securities Act.\n\n          'Series C Registrable Shares' shall mean the shares of Common Stock\nissued or issuable upon conversion of the Series C Stock and shares issued or\nissuable upon an adjustment for stock splits, stock dividends and the like\n(including, without limitation, any such adjustments with respect to the\nsecurities referred above). Notwithstanding the foregoing, Series C Registrable\nShares shall not include shares of Common Stock issued or issuable pursuant to\nthe foregoing which (i) have been registered under the Securities Act pursuant\nto an effective registration statement filed thereunder and disposed of in\naccordance with the registration statement covering them, (ii) are publicly sold\npursuant to Rule 144 under the Securities Act or, as to any one holder, all of\nhis or its shares may be sold in a single transaction, or (iii) are eligible for\nsale under Rule 144(k) under the Securities Act.\n\n          1.2. Restrictive Legend. Each certificate representing Preferred Stock\nor Conversion Shares shall, except as otherwise provided in Section 1.3, be\nstamped or otherwise imprinted with a legend substantially in the following\nform:\n\n                             'TRANSFER RESTRICTED\n\n          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT\n          TO RESTRICTIONS (I) UPON TRANSFER PURSUANT TO AN AMENDED AND\n          RESTATED SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND\n          ITS SHAREHOLDERS, AND (II) PURSUANT TO AN AMENDED AND\n          RESTATED INVESTORS' RIGHTS AGREEMENT BY AND AMONG THE\n          COMPANY AND CERTAIN SHAREHOLDERS. A COPY OF THE AMENDED AND\n          RESTATED SHAREHOLDERS AGREEMENT AND A COPY OF THE AMENDED\n          AND RESTATED INVESTORS' RIGHTS AGREEMENT MAY BE OBTAINED\n          FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF\n          THE HOLDER HEREOF.\n\n          THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE\n          SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS\n          AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE\n          ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH\n          SHARES UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES\n          LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE\n          COMPANY, AN EXEMPTION FROM REGISTRATION THEREUNDER IS\n          AVAILABLE.'\n\n\n                                       5\n\n\n\n          1.3. Required Registration.\n\n          (a) Following the earlier to occur of (a) the third anniversary of the\ndate of execution and delivery of this Agreement, and (b) the date which is six\n(6) months following the date of a Qualified Public Offering, either (i) the\nholders of Series A Registrable Shares constituting at least fifty percent (50%)\nof the Series A Registrable Shares then owned beneficially or of record by\nInvestors and Investor Transferees (as hereinafter defined), (ii) (A) the\nholders of Series B Registrable Shares constituting at least fifty percent (50%)\nof the Series B Registrable Shares then owned beneficially or of record by\nInvestors and Investor Transferees or (B) C-Max, or (iii) the holders of Series\nC Registrable Shares constituting at least fifty percent (50%) of the Series C\nRegistrable Shares then owned beneficially or of record by Investors and\nInvestor Transferees, may request that the Company use commercially reasonable\nefforts to register under the Securities Act all or any portion of the\nRegistrable Shares held by such requesting holder or holders for sale in the\nmanner specified in such notice; provided, however, that the Company may, by\nnotice to the requesting holders, delay such requested registration if the\nCompany's Board of Directors determines that such registration at the time\nrequested would have a material adverse effect upon the Company; provided,\nfurther, however, that the Company's ability to delay such registration shall be\nlimited to durations of no longer than ninety (90) days and the Company shall\nnot delay more than once during any twelve (12) month period.\n\n          (b) The Company shall not be obligated pursuant to this Section 1.3 to\neffectuate more than: (i) one (1) registration before a Qualified Public\nOffering for the benefit of the holders set forth in Section 1.3(a)(i) above;\n(ii) one (1) registration before a Qualified Public Offering for the benefit of\nthe holders set forth in Section 1.3(a)(ii) above; (iii) one (1) registration\nbefore a Qualified Public Offering for the benefit of the holders set forth in\nSection 1.3(a)(iii) above; (iv) one (1) registration after a Qualified Public\nOffering for the benefit of the holders set forth in Section 1.3(a)(i) above;\n(v) one (1) registration after a Qualified Public Offering for the benefit of\nthe holders set forth in Section 1.3(a)(ii) above; or (vi) one (1) registration\nafter a Qualified Public Offering for the benefit of the holders set forth in\nSection 1.3(a)(iii). In addition, the aggregate offering price of the\nRegistrable Shares to be sold pursuant to each such registration shall be at\nleast $5,000,000. Notwithstanding anything to the contrary contained herein, no\nrequest may be made under this Section 1.3:\n\n          (i) within one hundred eighty (180) days after the effective date of a\n     registration statement filed by the Company covering a firm commitment\n     underwritten public offering of securities of the Company under the\n     Securities Act; or\n\n          (ii) during the period starting with the date sixty (60) days prior to\n     the Company's estimated date of filing of, and ending on the date six (6)\n     months immediately following the effective date of any registration\n     statement pertaining to securities of the Company (other than a\n     registration of securities in a Rule 145 transaction or with respect to an\n     employee benefit plan), provided that the Company is actively employing in\n     good faith all reasonable efforts to cause such registration statement to\n     become effective and that the Company's estimate of the date of filing such\n     registration statement is made in good faith.\n\n\n                                       6\n\n\n\n          (c) Following receipt of any notice under Section 1.3(a), the Company\nshall promptly notify all Investors and Investor Transferees from whom notice\nhas not been received and, as soon thereafter as practicable, shall use its\nreasonable efforts to register under the Securities Act, for public sale in\naccordance with the method of disposition specified in such notice from\nrequesting holders, the number of shares of Registrable Shares specified in such\nnotice (and in all notices received by the Company from other holders within\ntwenty (20) days after the giving of such notice by the Company). If such method\nof disposition shall be an underwritten public offering, the Company shall\ndesignate the managing underwriter of such offering, following consultation and\nsubject to the approval of the Investors and Investor Transferees from whom\nnotice has been received, which approval shall not be unreasonably withheld or\ndelayed. All sellers must participate in the underwriting. The Company's\nregistration obligation hereunder shall be deemed satisfied only when a\nregistration statement or statements covering shares of Registrable Shares\nspecified in notices received as aforesaid, for sale in accordance with the\nmethod of disposition specified by the requesting holders, shall have become\neffective and, if such method of disposition is a firm commitment underwritten\npublic offering, all such shares shall have been sold pursuant thereto.\n\n          (d) The Company shall be entitled to include in any registration\nstatement referred to in this Section 1.3, for sale in accordance with the\nmethod of disposition specified by the requesting holders, shares of Common\nStock to be sold by the Company for its own account and for the account of other\nselling shareholders, except as and to the extent that, in the reasonable\nopinion of the managing underwriter (if such method of disposition shall be an\nunderwritten public offering), such inclusion would materially adversely affect\nthe marketing of the shares of Common Stock to be sold. Except for registration\nstatements on Form S-4, S-8 or any successor thereto, and subject to Section\n1.3(b), the Company will not file with the Commission any other registration\nstatement with respect to its Common Stock, whether for its own account or that\nof other shareholders, from the date of receipt of a notice from requesting\nholders pursuant to this Section 1.3 until the completion of the lesser of the\nperiod of distribution of the shares of Registrable Shares registered thereby\nand 90 days from the effective date of the registration statement, unless the\nRegistrable Shares shall be entitled to be included therein in accordance with\nSection 1.4 below.\n\n          (e) The Company will use commercially reasonable efforts to maintain\nthe effectiveness of any Form S-1 used to register the shares pursuant to this\nSection 1.03 for up to ninety (90) days or such earlier time as all of the\nRegistrable Shares have been sold.\n\n          1.4. Incidental Registration.\n\n          (a) If, at any time, the Company determines to register any of its\nsecurities under the Securities Act for sale to the public, whether for its own\naccount or for the account of other security holders or both (except with\nrespect to registration statements on Form S-8 or its then equivalent, or in\nconnection with a Rule 145 transaction or Form S-4 or its equivalent, or another\nform not available for registering the Registrable Shares for sale to the\npublic), each such time it will give prompt written notice to all holders of\noutstanding Registrable Shares, including each holder who has the right to\nacquire Registrable Shares, of its intention so to do and of the proposed method\nof distribution of such securities. Upon the written request of any such holder,\nreceived by the Company within twenty (20) days after the giving of any such\nnotice by the \n\n\n                                       7\n\n\n\nCompany, to include in the registration all or any part of the Registrable\nShares, the Company will use commercially reasonable efforts to cause the\nRegistrable Shares as to which registration shall have been so requested to be\nincluded in the securities to be covered by the registration statement proposed\nto be filed by the Company, all to the extent and under the conditions such\nregistration is permitted under the Securities Act and this Section 1.4. In the\nevent that any registration pursuant to this Section 1.4 shall be, in whole or\nin part, an underwritten public offering of Common Stock, the number of shares\nof Registrable Shares to be included in such an underwriting may be reduced (pro\nrata among the requesting holders based upon the number of shares of Registrable\nShares owned by such holders) if and to the extent that the managing underwriter\nshall be of the opinion that the inclusion of some or all of the Registrable\nShares would adversely affect the marketing of the securities to be sold by the\nCompany therein. Any such limitation shall be imposed in such manner so as to\navoid any diminution in the number of shares the Company may register for sale\nby giving first priority for the shares to be registered for issuance and sale\nby the Company, by giving second priority for any Registrable Shares to be\nregistered pursuant to Section 1.3 hereof, and by giving third priority for the\nRegistrable Shares to be registered for sale by any other Investor pursuant to\nthe terms of this Section 1.4. Notwithstanding the foregoing provisions, the\nCompany may, in its sole discretion, terminate or withdraw any registration\nstatement referred to in this Section 1.4 without thereby incurring any\nliability to the holders of Registrable Shares.\n\n          (b) The Company will use commercially reasonable efforts to maintain\nthe effectiveness of any form used to register the shares pursuant to this\nSection 1.04 for up to ninety (90) days or such earlier time as all of the\nRegistrable Shares have been sold .\n\n          1.5. Registration on Form S-3. If at any time the holders of at least\ntwenty percent (20%) of the Registrable Shares then owned beneficially or of\nrecord by Investors and Investor Transferees request that the Company file a\nregistration statement on Form S-3 or any successor thereto for a public\noffering of all or any portion of the Registrable Shares held by such requesting\nholder or holders, the reasonably anticipated aggregate price to the public (net\nof underwriting discounts and commissions) of which would exceed $2,000,000, and\nthe Company is a registrant entitled to use Form S-3 or any successor thereto to\nregister such shares, then the Company shall use all commercially reasonable\nefforts to register under the Securities Act on Form S-3 or any successor\nthereto, for public sale in accordance with the method of disposition specified\nin such notice, the number of Registrable Shares specified in such notice.\nWhenever the Company is required by this Section 1.5 to use all reasonable\nefforts to effect the registration of Registrable Shares, each of the procedures\nand requirements of Section 1.3 (including but not limited to the requirement\nthat the Company notify all holders of Registrable Shares from whom notice has\nnot been received and provide them with the opportunity to participate in the\noffering) shall apply to such registration. The Company shall be obligated to\nregister Registrable Shares pursuant to this Section 1.5 on two occasions;\nprovided, however, that such obligation shall be deemed satisfied only when a\nregistration statement or statements covering all shares of Registrable Shares\nspecified in notices received as aforesaid, for sale in accordance with the\nmethod of disposition specified by the requesting holders, shall have become\neffective. The Company will use its commercially reasonable efforts to maintain\nthe effectiveness of any Form S-3 for a period of up to one hundred eighty (180)\ndays or such earlier time as all of the Registrable Shares have been sold.\n\n\n                                       8\n\n\n\n          1.6. Limitation on Registration Request. Notwithstanding any other\nprovision of this Agreement, the right of a holder of Registrable Shares to\nrequest registration of the same by the Company pursuant to Sections 1.3, 1.4\nand 1.5 hereof shall not apply with respect to such holder upon the earliest to\noccur of (a) all of such holder's Conversion Shares can be sold in compliance\nwith the volume and other restrictions set forth in Rule 144 of the Securities\nAct, (b) all of such holder's Conversion Shares may be sold in compliance with\nRule 144(k) of the Securities Act, or (c) five (5) years from the date of the\nconsummation of the Qualified Public Offering.\n\n          1.7. Registration Procedures. If and whenever the Company is required\nby the provisions of Sections 1.3, 1.4 or 1.5 to use its commercially reasonable\nefforts to effect the registration of any Registrable Shares under the\nSecurities Act, the Company will, at its cost and expense (including without\nlimitation, payment of the costs and expenses described in Section 1.8), as\nexpeditiously as reasonably practicable:\n\n          (a) prepare and file with the Commission a registration statement\n     (which, in the case of an underwritten public offering pursuant to Section\n     1.3, shall be on Form S-1 or other form of general applicability\n     satisfactory to the managing underwriter selected as therein provided) with\n     respect to such securities and use all reasonable efforts to cause such\n     registration statement to become and remain effective for the period set\n     forth in Section 1.3, 1.4, or 1.5, as applicable;\n\n          (b) prepare and file as expeditiously as reasonably practicable and in\n     any event within ninety (90) days with the Commission such amendments and\n     supplements to such registration statement and the prospectus used in\n     connection therewith as may be necessary to keep such registration\n     statement effective for the period specified in Section 1.7(a) above and\n     comply with the provisions of the Securities Act with respect to the\n     disposition of all Registrable Shares covered by such registration\n     statement in accordance with the sellers' intended method of disposition\n     set forth in such registration statement for such period;\n\n          (c) furnish to each seller of Registrable Shares and to each\n     underwriter such number of copies of the registration statement and the\n     prospectus included therein (including each preliminary prospectus) as such\n     persons reasonably may request in order to facilitate the public sale or\n     other disposition of the Registrable Shares covered by such registration\n     statement;\n\n          (d) use all reasonable efforts to register or qualify the Registrable\n     Shares covered by such registration statement under the securities or 'blue\n     sky' laws of such jurisdictions as the sellers of Registrable Shares or, in\n     the case of an underwritten public offering, the managing underwriter\n     reasonably shall request, provided, however, that the Company shall not for\n     any such purpose be required to qualify generally to transact business as a\n     foreign corporation in any jurisdiction where it is not so qualified or to\n     consent to general service of process in any such jurisdiction;\n\n          (e) use all reasonable efforts to list the Registrable Shares covered\n     by such registration statement with NASDAQ or any securities exchange on\n     which the Common Stock of the Company is then listed, or NASDAQ or such\n     securities exchange as shall be selected by the Company, or, if the Company\n     fails to make an application to so list within thirty (30) days of a\n\n\n                                       9\n\n\n\n     request for the same by the Investors in connection with a Qualified Public\n     Offering, the Investors may determine the place of listing, subject to\n     qualification by the Company to list its shares thereon;\n\n          (f) immediately notify each seller of Registrable Shares and each\n     underwriter under such registration statement, at any time when a\n     prospectus relating thereto is required to be delivered under the\n     Securities Act, of the happening of any event of which the Company has\n     knowledge as a result of which the prospectus contained in such\n     registration statement, as then in effect, includes an untrue statement of\n     a material fact or omits to state a material fact required to be stated\n     therein or necessary to make the statements therein not misleading in light\n     of the circumstances then existing. The sellers of Registrable Shares agree\n     upon receipt of such notice forthwith to cease making offers and sales of\n     Registrable Shares pursuant to such registration statement or deliveries of\n     the prospectus contained therein for any purpose until the Company has\n     prepared and furnished such amendment or supplement to the prospectus as\n     may be necessary so that, as thereafter delivered to purchasers of such\n     Registrable Shares, such prospectus shall not include an untrue statement\n     of a material fact or omit to state a material fact required to be stated\n     therein or necessary to make the statements therein not misleading in the\n     light of the circumstances then existing;\n\n          (g) notify each seller of Registrable Shares under such registration\n     statement of (i) the effectiveness of such registration statement, (ii) the\n     filing of any post-effective amendments to such registration statement, or\n     (iii) the filing of a supplement to such registration statement;\n\n          (h) at the request of any seller of Registrable Shares, use all\n     reasonable efforts to furnish on the date that Registrable Shares is\n     delivered to the underwriters for sale pursuant to such registration: (i)\n     an opinion dated such date of counsel representing the Company for the\n     purposes of such registration, addressed to the sellers (with a copy\n     provided to the underwriters), and in customary form; and (ii) a letter\n     dated such date from the independent public accountants retained by the\n     Company, addressed to the sellers (with a copy provided to the\n     underwriters) and covering such matters with respect to such registration\n     as such underwriters reasonably may request; and\n\n          (i) make available for inspection upon reasonable notice during the\n     Company's regular business hours by each seller of Registrable Shares, any\n     underwriter participating in any distribution pursuant to such registration\n     statement, and any attorney, accountant or other agent retained by such\n     seller or underwriter, all material financial and other records, pertinent\n     corporate documents and properties of the Company, and cause the Company's\n     officers and directors to supply all information reasonably requested by\n     any such seller, underwriter, attorney, accountant or agent in connection\n     with such registration statement.\n\n          For purposes of Section 1.7(a) and 1.7(b) and of Section 1.3(d), the\nperiod of distribution of Registrable Shares in a firm commitment underwritten\npublic offering shall be deemed to extend until each underwriter has completed\nthe distribution of all securities purchased by it, and the period of\ndistribution of Registrable Shares in any other registration shall be deemed to\nextend until the earlier of the sale of all Registrable Shares covered thereby\n\n\n                                       10\n\n\n\nand 90 days after the effective date of such registration statement, with \nreasonable extensions to be granted for suspensions thereof.\n\n          In connection with and as a condition to each registration hereunder,\nthe sellers of Registrable Shares shall (a) provide such information and execute\nsuch documents as may reasonably be required in connection with such\nregistration, (b) agree to sell Registrable Shares on the basis provided in any\nunderwriting arrangements, and (c) complete and execute all questionnaires,\npowers of attorney, indemnities, underwriting agreements and other documents\nreasonably required or requested under the terms of such underwriting\narrangements.\n\n          In connection with each registration pursuant to Sections 1.3, 1.4 or\n1.5 covering an underwritten public offering, the Company and each seller agree\nto enter into a written agreement with the managing underwriter selected in the\nmanner herein provided in such form and containing such provisions as are\ncustomary in the securities business for such an arrangement between such\nunderwriter and companies of the Company's size and investment stature.\n\n          1.8. Expenses. All expenses incurred by the Company in complying with\nSections 1.3, 1.4 and 1.5, including, without limitation, all registration and\nfiling fees, printing expenses, fees and disbursements of counsel and\nindependent public accountants for the Company, fees and expenses (including\ncounsel fees) incurred in connection with complying with state securities or\n'blue sky' laws, transfer taxes, fees of transfer agents and registrars, and the\nreasonable fees and disbursements of one counsel for the sellers of Registrable\nShares (which fees and expenses do not exceed $15,000 in the aggregate), but\nexcluding any Selling Expenses, are called 'Registration Expenses.' All\nunderwriting discounts and selling commissions applicable to the sale of\nRegistrable Shares and the fees of more than one counsel are called 'Selling\nExpenses.'\n\n          The Company will pay all Registration Expenses in connection with each\nregistration statement under Sections 1.3, 1.4 or 1.5. The Company shall not,\nhowever, be required to pay for the Registration Expenses of any registration\nproceeding begun pursuant to Section 1.3 or 1.5, the request for which is\nsubsequently withdrawn by the requesting holders of Registrable Shares, in which\nevent the Registration Expenses shall be borne by the requesting holders of the\nRegistrable Shares in proportion to the number of shares for which registration\nwas requested. All Selling Expenses in connection with each registration\nstatement under Sections 1.3, 1.4 or 1.5 shall be borne by the participating\nsellers in proportion to the number of Registrable Shares sold by each, or by\nsuch participating sellers other than the Company (except to the extent the\nCompany shall be a seller) as they may agree.\n\n          1.9. Information by Holder. The holder or holders of Registrable\nShares included in any registration shall furnish to the Company such\ninformation regarding such holder or holders of Registrable Shares, the\nRegistrable Shares held by them and the distribution proposed by such holder or\nholders of Registrable Shares as the Company may reasonably request in writing\nand as shall be required in connection with any registration (including any\namendment to a registration statement or prospectus), qualification or\ncompliance referred to in this Section 1.9.\n\n\n                                       11\n\n\n          1.10. Lock-Up Agreements. Each holder of Registrable Shares shall\nagree to be bound by such lock-up agreements (not to exceed a period of 180 days\nfollowing the date of the prospectus relating to any such underwriting) as the\nmanaging underwriter of any such registration shall specify as a requirement to\nany such underwriting, provided that the entry of such holder of Registrable\nShares into such agreements shall be conditioned upon at least ninety percent\n(90%) of the then current shareholders (including all shareholders, who,\ntogether with their affiliates, hold at least one percent (1%) of the then\noutstanding shares of the Company's capital stock) and all executive key\nofficers (including, at a minimum, Scott Kurnit) and directors of the Company\nalso agreeing to execute such lock-up agreement regardless of the number of\nshares of the capital stock of the Company then owned by them.\n\n          1.11. Indemnification and Contribution.\n\n          (a) In the event of a registration of any of the Registrable Shares\nunder the Securities Act pursuant to Sections 1.3, 1.4 or 1.5, the Company will\nindemnify and hold harmless each seller of such Registrable Shares thereunder,\neach underwriter of such Registrable Shares thereunder and each other person, if\nany, who controls such seller or underwriter within the meaning of Section 15 of\nthe Securities Act, from and against any losses, claims, damages or liabilities,\njoint or several, to which such seller, underwriter or controlling person may\nbecome subject under the Securities Act or under any other statute or at common\nlaw or otherwise, insofar as such losses, claims, damages or liabilities (or\nactions in respect thereof) arise out of or are based upon any untrue statement\nor alleged untrue statement of any material fact contained in any registration\nstatement under which such Registrable Shares were registered under the\nSecurities Act pursuant to Sections 1.3, 1.4 or 1.5, any preliminary prospectus\nor final prospectus contained therein, or any amendment or supplement thereof,\nor arise out of or are based upon the omission or alleged omission to state\ntherein a material fact required to be stated therein or necessary to make the\nstatements therein not misleading or any violations of applicable law relating\nto such registration, and will pay the reasonable legal fees and other expenses\nof each such seller, each such underwriter and each such controlling person\nincurred by them in connection with investigating or defending any action\nwhether or not resulting in any liability insofar as such loss, claim, damage,\nliability or action results from the foregoing, provided, however, that the\nCompany will not be liable to a seller in any such case if and to the extent\nthat any such loss, claim, damage or liability arises out of or is based upon an\nuntrue statement or alleged untrue statement or omission or alleged omission so\nmade in reliance upon and in conformity with information furnished in writing by\nany such seller, any such underwriter or any such controlling person\nspecifically for use in such registration statement or prospectus; and,\nprovided, further, however, that the Company will not be liable to a holder in\nany such case to the extent that any such loss, claim, damage, liability or\naction arises out of or is based upon an untrue or alleged untrue statement or\nomission or an alleged omission made in any preliminary prospectus or final\nprospectus if (1) such holder failed to send or deliver a copy of the final\nprospectus or prospectus supplement with or prior to the delivery of written\nconfirmation of the sale of the Registrable Shares, and (2) the final prospectus\nor prospectus supplement would have corrected such untrue statement or omission.\n\n          (b) In the event of a registration of any of the Registrable Shares\nunder the Securities Act pursuant to Sections 1.3, 1.4 or 1.5, each seller of\nsuch Registrable Shares thereunder, severally and not jointly, will indemnify\nand hold harmless the Company, each \n\n\n                                       12\n\n\n\nperson, if any, who controls the Company within the meaning of the Securities\nAct, each officer of the Company who signs the registration statement, each\ndirector of the Company, each underwriter and each person who controls any\nunderwriter within the meaning of the Securities Act, against all losses,\nclaims, damages or liabilities, joint or several, to which the Company or such\nofficer, director, underwriter or controlling person may become subject under\nthe Securities Act or otherwise, insofar as such losses, claims, damages or\nliabilities (or actions in respect thereof) arise out of or are based upon any\nuntrue statement or alleged untrue statement of any material fact contained in\nthe registration statement under which such Registrable Shares was registered\nunder the Securities Act pursuant to Sections 1.3, 1.4 or 1.5, any preliminary\nprospectus or final prospectus contained therein, or any amendment or supplement\nthereof, or arise out of or are based upon the omission or alleged omission to\nstate therein a material fact required to be stated therein or necessary to make\nthe statements therein not misleading, and will pay the reasonable legal fees\nand other expenses of the Company and each such officer, director, underwriter\nand controlling person incurred by them in connection with investigating or\ndefending any such loss, claim, damage, liability or action; provided, however,\nthat such seller will be liable hereunder in any such case if and only to the\nextent that any such loss, claim, damage or liability arises out of or is based\nupon an untrue statement or alleged untrue statement or omission or alleged\nomission made in reliance upon and in conformity with information furnished in\nwriting to the Company by such seller specifically for use in such registration\nstatement or prospectus; and provided, further, however, that the liability of\neach seller hereunder shall be limited to the amount of gross proceeds received\nby such seller in connection with such registration.\n\n          (c) Promptly after receipt by an indemnified party hereunder of notice\nof the commencement of any action, such indemnified party shall, if a claim in\nrespect thereof is to be made against the indemnifying party hereunder, notify\nthe indemnifying party in writing thereof, but the omission so to notify the\nindemnifying party shall not relieve it from any liability that it may have to\nsuch indemnified party other than under this Section 1.11 and shall only relieve\nit from any liability that it may have to such indemnified party under this\nSection 1.11 if and to the extent the indemnifying party is prejudiced by such\nomission. In case any such action shall be brought against any indemnified party\nand it shall notify the indemnifying party of the commencement thereof, the\nindemnifying party shall be entitled to participate in and, to the extent it\nshall wish, to assume and undertake the defense thereof with counsel\nsatisfactory to such indemnified party, and, after notice from the indemnifying\nparty to such indemnified party of its election so to assume and undertake the\ndefense thereof, the indemnifying party shall not be liable to such indemnified\nparty under this Section 1.11 for any legal expenses subsequently incurred by\nsuch indemnified party in connection with the defense thereof; provided,\nhowever, that, if the defendants in any such action include both the indemnified\nparty and the indemnifying party and the indemnified party shall have reasonably\nconcluded (based on the advice of counsel) that there may be reasonable defenses\navailable to it which are different from or additional to those available to the\nindemnifying party or if the interests of the indemnified party reasonably may\nbe deemed to conflict with the interests of the indemnifying party, the\nindemnified party shall have the right to select a separate counsel and to\nassume such legal defenses and otherwise to participate in the defense of such\naction, with the expenses and fees of such separate counsel and other expenses\nrelated to such participation to be reimbursed by the indemnifying party as\nincurred, it being understood, however, that the indemnifying party shall not,\nin connection with any one such action or separate but substantially similar or\nrelated actions \n\n\n                                       13\n\n\n\nin the same jurisdiction arising out of the same general allegations or\ncircumstances, be liable for the fees and expenses of more than one separate\nfirm of attorneys (together with appropriate local counsel as required by the\nlocal rules of such jurisdiction) at any time for all such indemnified parties.\n\n          (d) In order to provide for just and equitable contribution to joint\nliability under the Securities Act in any case in which either (i) any holder of\nRegistrable Shares exercising rights under this Agreement, or any controlling\nperson of any such holder, makes a claim for indemnification pursuant to this\nSection 1.11 but it is judicially determined (by the entry of a final judgment\nor decree by a court of competent jurisdiction and the expiration of time to\nappeal or the denial of the last right of appeal) that such indemnification may\nnot be enforced in such case notwithstanding the fact that this Section 1.11\nprovides for indemnification in such case, or (ii) contribution under the\nSecurities Act may be required on the part of any such selling holder or any\nsuch controlling person in circumstances for which indemnification is provided\nunder this Section 1.11; then, and in each such case, the Company and each such\nholder will contribute to the aggregate losses, claims, damages or liabilities\nto which they may be subject (after contribution from others) in such proportion\nas may be reasonable taking into account such matters as (i) their relative\nfault as to the matters giving rise to such losses, claims, damages or\nliabilities, (ii) their relative ability or opportunity to have avoided such\nlosses, claims, damages or liabilities, provided, however, that, in any such\ncase, no person or entity guilty of fraudulent misrepresentation (within the\nmeaning of Section 12(f) of the Securities Act) will be entitled to contribution\nfrom any person or entity who was not guilty of such fraudulent\nmisrepresentation.\n\n          (e) No indemnifying party shall, without the prior written consent of\nthe indemnified party, effect any settlement of any pending or threatened\naction, suit or proceeding in respect of which any indemnified party is or could\nhave been a party and indemnity could have been sought hereunder by such\nindemnified party, unless such settlement includes an unconditional release of\nsuch indemnified party from all liability on claims that are the subject matter\nof such action, suit or proceeding.\n\n          1.12. Changes in Common Stock or Preferred Stock. If, and as often as,\nthere is any change in the Common Stock or the Preferred Stock by way of a stock\nsplit, stock dividend, combination or reclassification, or through a merger,\nconsolidation, reorganization or recapitalization, or by any other means,\nappropriate adjustment shall be made in the provisions hereof so that the rights\nand privileges granted hereby shall continue with respect to the Common Stock or\nthe Preferred Stock as so changed.\n\n          1.13. Rule 144 Reporting and Rule 144A Information. With a view to\nmaking available the benefits of certain rules and regulations of the Commission\nthat may at any time permit the resale of the Registrable Shares without\nregistration, the Company will:\n\n          (a) at all times after 90 days after the first registration statement\n     covering a public offering of securities of the Company under the\n     Securities Act shall have become effective or following registration under\n     Section 12 of the Exchange Act, use its commercially reasonable efforts to:\n\n\n                                       14\n\n\n\n               (i) make and keep public information available, as those terms\n          are understood and defined in Rule 144 under the Securities Act;\n\n               (ii) file with the Commission in a timely manner all reports and\n          other documents required of the Company under the Securities Act and\n          the Exchange Act; and\n\n               (iii) furnish to each holder of Registrable Shares forthwith upon\n          request a written statement by the Company as to its compliance with\n          the reporting requirements of such Rule 144 and of the Securities Act\n          and the Exchange Act, a copy of the most recent annual or quarterly\n          report of the Company, and such other reports and documents so filed\n          by the Company as such holder may reasonably request in availing\n          itself of any rule or regulation of the Commission allowing such\n          holder to sell any Registrable Shares without registration; and\n\n          (b) at any time, at the request of any holder of Preferred Stock or\n     Registrable Shares, make available to such holder and to any prospective\n     transferee of such Preferred Stock or Registrable Shares the information\n     concerning the Company described in Rule 144A(d)(4) under the Securities\n     Act.\n\n          1.14. Damages. The Company recognizes and agrees that the holders of\nRegistrable Shares will suffer irreparable harm and will not have an adequate\nremedy at law if the Company fails to comply with any provision of Section 1,\nand the Company expressly agrees that, in the event of such failure, the holders\nof Registrable Shares or any other person entitled to the benefits of Section 1\nshall be entitled to seek specific performance of any and all provisions of\nSection 1 and may seek to enjoin the Company from continuing to commit any\nfurther breach of this Section 1.\n\n\n                                       15\n\n\n\n                                   SECTION 2\n\n              INFORMATION RIGHTS; INSPECTION RIGHTS; SMALL BUSINESS\n                         ADMINISTRATION EXAMINER AUDITS\n\n          2.1 Information Rights. As long as any Investor or any Investor\nTransferee owns any Preferred Stock (and, with respect to clauses (d) - (h)\nbelow, as long as any Investor or any Investor Transferee owns at least three\npercent (3%) of the Company's Common Stock on an as converted basis) each such\nInvestor, or any Investor Transferee, shall be entitled to receive, and the\nCompany shall mail to any such Investor or Investor Transferee, at the times\nspecified, the following reports:\n\n          (a) as soon as available, and in any event within thirty (30) days\n     after the end of each month, a balance sheet for the Company as of the end\n     of such month and the related statements of income, shareholder's equity\n     and cashflows for the year to date, prepared in accordance with generally\n     accepted accounting principles and certified by the Chief Financial Officer\n     of the Company as true, correct and complete;\n\n          (b) as soon as available and in any event within ninety (90) days\n     after the end of each fiscal year of the Company, a balance sheet of the\n     Company as of the end of such fiscal year and the related statements of\n     income, shareholders' equity and cash flows for the fiscal year then ended,\n     prepared in accordance with generally accepted accounting principles and\n     audited by a firm of independent public accountants of national recognition\n     selected by the Board of Directors of the Company and reasonably acceptable\n     to the Investors;\n\n          (c) no later than thirty (30) days prior to the start of each fiscal\n     year, the Company's annual operating plan, including, without limitation,\n     consolidated capital and operating expense budgets, cash flow projections\n     and income and loss projections for the Company and its subsidiaries in\n     respect of such fiscal year, all itemized in reasonable detail and prepared\n     on a monthly basis, and, promptly after preparation, any revisions to any\n     of the foregoing;\n\n          (d) promptly following receipt by the Company, each audit response\n     letter, accountant's management letter and other written report submitted\n     to the Company by its independent public accountants in connection with an\n     annual or interim audit of the books of the Company or any of its\n     subsidiaries;\n\n          (e) promptly after the commencement thereof, notice of all actions,\n     suits, claims, proceedings, investigations and inquiries that are likely to\n     materially adversely affect the Company or any of its subsidiaries;\n\n          (f) promptly upon sending, making available or mailing the same, all\n     press releases, reports and financial statements that the Company sends or\n     makes available to its shareholders;\n\n          (g) promptly, from time to time, such other material information\n     regarding the business, prospects, financial condition, operations,\n     property or affairs of the Company and its Subsidiaries as such Investor\n     reasonably may request; and\n\n\n                                       16\n\n\n\n          (h) as soon as practicable, but in any event within forty-five (45)\n     days after the end of each of the first three (3) quarters of each fiscal\n     year of the Company, an unaudited profit or loss statement, schedule as to\n     the sources and application of funds for such fiscal quarter and an\n     unaudited balance sheet and a statement of stockholder's equity, as of the\n     end of such fiscal quarter and a statement showing the number of shares of\n     each class and series of capital stock and securities convertible into or\n     exercisable for shares of capital stock outstanding at the end of the\n     period, the number of common shares issuable upon conversion of exercise of\n     any outstanding securities convertible or exercisable for common shares and\n     the exchange ratio or exercise price applicable thereto, all in sufficient\n     detail as to permit the Investor to calculate its percentage equity\n     ownership in the Company.\n\n          The obligations of the Company to furnish financial information to the\nInvestors and the Investor Transferees pursuant to this Section 2.1 shall\nterminate upon the earlier to occur of (i) the completion of a Qualified Public\nOffering, or (ii) such time as the Company otherwise becomes subject to the\nreporting requirements of the Exchange Act.\n\n          2.2 Inspection Rights. As long as any Investor or any Investor\nTransferee owns any Preferred Stock, the Company shall permit each Investor and\nsuch persons as it may designate, subject to the Company's reasonable approval\nand the execution of a confidentiality agreement acceptable to the Company, at\nsuch Investor's expense, upon not less than three (3) business days prior notice\nto the Company to visit and inspect, during normal business hours and without\ndisruption to the Company's business, any of the properties of the Company and\nits subsidiaries, examine their books (and take copies and extracts therefrom),\ndiscuss the affairs, finances and accounts of the Company and its subsidiaries\nwith their officers and employees, and consult with and advise the management of\nthe Company and its subsidiaries as to their affairs, finances and accounts, all\nat reasonable times and upon reasonable notice. The Investors and their approved\ndesignees agree that he or it will keep confidential and will not disclose,\ndivulge or use (other than for purposes of monitoring its investment in the\nCompany) any confidential, proprietary or secret information which such Investor\nmay obtain from the Company pursuant to financial statements, reports and other\nmaterials submitted by the Company to such Investor pursuant to this Agreement,\nor pursuant to inspection rights granted hereunder, unless such information is\nknown to the public through no fault of any Investor or its designees or\nrepresentatives; provided, however, an Investor may disclose such information\n(i) to its attorneys, accountants and other professionals to the extent\nnecessary to obtain their services in connection with its investment in the\nCompany, (ii) to any prospective permitted transferee of the Preferred Stock, so\nlong as the prospective transferee agrees to be bound by the provisions of this\nSection 2.2, (iii) to any general partner or affiliate of such Investor, and\n(iv) to any other Investor.\n\n          2.3 Small Business Administration Examiner Audits. So long as any of\nthe Investors which holds shares of the capital stock of the Company is a Small\nBusiness Investment Company, and at any reasonable time and from time to time\nduring normal business hours and upon prior notice, the Company will provide\nSmall Business Administration examiners access to its books and records for\nSmall Business Administration audit purposes. In addition, upon request by the\nInvestors, the Company shall deliver or cause to be delivered copies of any and\nall documents, costs, or other instruments which the Investors may request from\ntime to time (a) in \n\n\n                                       17\n\n\n\nresponse to a request for production of the same for the Small Business\nAdministration, or (b) in compliance with any instrument under the Small\nBusiness Investment Act.\n\n                                   SECTION 3\n\n                        RIGHT TO PURCHASE NEW SECURITIES\n\n          3.1 Participation Rights. The Company shall, at least ten (10) days\nprior to any issuance by the Company of any of its securities other than\nExcluded Stock to any party, give written notice of such issuance to each holder\nof Registrable Shares (the 'Offerees'). The Company's written notice to the\nOfferees shall describe the securities proposed to be issued by the Company and\nspecify the number, price and payment terms. Each holder of the Registrable\nShares shall have the right, for a period of twenty (20) days from such notice,\nto purchase, at the same price and on the same terms and conditions, that number\nof additional securities of the Company as would be necessary to preserve such\nholder's percentage interest in the equity of the Company on a fully diluted, as\nconverted basis, as of the time immediately prior to such issuance. Each Offeree\nmay accept the Company's offer as to the full number of securities offered to it\nor any lesser number, by written notice thereof given by it to the Company prior\nto the expiration of the aforesaid twenty (20) day period, in which event the\nCompany shall promptly sell and such Offeree shall buy, upon the terms\nspecified, the number of securities agreed to be purchased by such Offeree.\n\n          The Company shall be free at any time after the end of the aforesaid\ntwenty (20) day period and prior to ninety (90) days after the date of its\nnotice of offer to the Offerees, to offer and sell to any third party or parties\nthe number of such securities not agreed by the Offerees to be purchased by\nthem, at a price and on payment terms no less favorable to the Company than\nthose specified in such notice of offer to the Offerees. However, if such third\nparty sale or sales are not consummated within such ninety (90) day period, the\nCompany shall not sell such securities as shall not have been purchased within\nsuch period without again complying with this Section 3.1. The obligations of\nthe Company under this Section 3.1 shall terminate upon the completion of a\nQualified Public Offering. Notwithstanding anything contained in this Agreement\nto the contrary, the written notice of an offer to purchase newly issued shares\nto which a participation right applies (as provided in the preceding paragraph)\nneed not be given prior to the purchase by the party intending to purchase the\nnewly issued shares, provided such offer is sent within five (5) days thereafter\nand remains open for a twenty (20) day period from the receipt thereof, and\nfurther provided that the Company has set aside a number of shares sufficient to\nsatisfy the obligations of the Company pursuant to this section.\n\n\n                                   SECTION 4\n\n                                 MISCELLANEOUS\n\n          4.1 Successors and Assigns. All covenants and agreements contained in\nthis Agreement by or on behalf of any of the parties hereto shall bind and inure\nto the benefit of the respective successors and assigns of the parties hereto\n(including without limitation transferees of any Preferred Stock or Registrable\nShares), whether so expressed or not; provided, however, \n\n\n                                       18\n\n\n\nthat the rights conferred in this Agreement on the Investors shall only inure to\nthe benefit of a transferee of Preferred Stock or Registrable Shares if: (a) (1)\nthere is transferred to such transferee at least 100,000 Registrable Shares (the\ntransferee in any such case being referred to as a 'Investor Transferee'), or\n(2) such transferee is an affiliate of the transferor; and (b) such transfer may\notherwise be effected in accordance with applicable securities laws; and (c)\nnotice of such transfer or assignment is given to the Company and such\nTransferee has agreed in writing to be bound by the terms of this Agreement and\nthe Amended and Restated Shareholders Agreement.\n\n          4.2 Governing Law. This Agreement is executed and delivered in the\nState of New York, and this Agreement shall be governed by and construed in\naccordance with the laws of the State of New York for all purposes and in all\nrespects, without giving effect to the conflict of law provisions thereof.\n\n          4.3 Integration; Amendment. This Agreement and the other documents\ndelivered pursuant hereto constitute the full and entire understanding and\nagreement among the parties with regard to the subjects hereof and thereof, and\nsupersede any previous agreement or understanding between or among the parties\nwith respect to such subjects, including, without limitation, the Investors'\nRights Agreement. No party shall be liable or bound to any other party in any\nmanner by any warranties, representations or covenants except as specifically\nset forth herein or therein. Except as expressly provided herein, neither this\nAgreement nor any term hereof may be amended, waived, discharged or terminated\nother than by a written instrument signed by the party against whom enforcement\nof any such amendment, waiver, discharge or termination is sought; provided,\nhowever, that with the written consent of the Company and the holders of at\nleast two-thirds of the Registrable Shares may waive, modify or amend, on behalf\nof all parties hereto, any provisions of this Agreement and such waiver,\nmodification or amendment may be given or withheld for any reason or no reason\nin the sole discretion of any party. Any amendments, waivers, discharges or\nterminations of this Agreement effected in accordance herewith shall be binding\nupon all parties hereto, including those not signing such amendment, waiver,\ndischarge or termination.\n\n          4.4 Notices. All notices, requests, demands, and other communications\nunder this Agreement shall be in writing and shall be deemed to have been duly\ngiven on the date of service if served personally on the party to whom notice is\nto be given, on the date of transmittal of services via telecopy to the party to\nwhom notice is to be given (with a confirming copy being delivered within 24\nhours thereafter), or on the third day after mailing if mailed to the party to\nwhom notice is to be given, by first class mail, registered or certified,\npostage prepaid, or on the date of receipt if served via overnight courier\nproviding a receipt and properly addressed as set forth on Schedule I hereto.\nAny party may change its address for purposes of this paragraph by giving notice\nof the new address to each of the other parties in the manner set forth above.\n\n          4.5 Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be enforceable against the parties actually\nexecuting such counterparts, and all of which together shall constitute one\ninstrument.\n\n          4.6 Severability. In the event that any provision of this Agreement\nbecomes or is declared by a court of competent jurisdiction to be illegal,\nunenforceable or void, this Agreement \n\n\n                                       19\n\n\n\nshall continue in full force and effect without said provision; provided that no\nsuch severability shall be effective if it materially changes the economic\nbenefit of this Agreement to any party.\n\n          4.7 Dispute Resolution. If the parties should have a material dispute\narising out of or relating to this Agreement or the parties' respective rights\nand duties hereunder, then the parties will resolve such dispute in the\nfollowing manner: (i) any party may at any time deliver to the others a written\ndispute notice setting forth a brief description of the issue for which such\nnotice initiates the dispute resolution mechanism contemplated by this Section\n4.7; (ii) during the forty-five (45) day period following the delivery of the\nnotice described in Section 4.7 (i) above, appropriate representatives of the\nvarious parties will meet and seek to resolve the disputed issue through\nnegotiation, (iii) if representatives of the parties are unable to resolve the\ndisputed issue through negotiation, then within thirty (30) days after the\nperiod described in Section 4.7(ii) above, the parties will refer the issue (to\nthe exclusion of a court of law) to final and binding arbitration in New York,\nNew York in accordance with the then existing rules (the 'Rules') of the\nAmerican Arbitration Association ('AAA'), and judgment upon the award rendered\nby the arbitrators may be entered in any court having jurisdiction thereof;\nprovided, however, that the law applicable to any controversy shall be the law\nof the State of New York, regardless of principles of conflicts of laws. In any\narbitration pursuant to this Agreement, (i) discovery shall be allowed and\ngoverned by the New York Code of Civil Procedure and (ii) the award or decision\nshall be rendered by a majority of the members of a Board of Arbitration\nconsisting of three (3) members, one of whom shall be appointed by each of the\nrespective parties and the third of whom shall be the chairman of the panel and\nbe appointed by mutual agreement of said two party-appointed arbitrators. In the\nevent of failure of said two arbitrators to agree within sixty (60) days after\nthe commencement of the arbitration proceeding upon the appointment of the third\narbitrator, the third arbitrator shall be appointed by the AAA in accordance\nwith the Rules. In the event that either party shall fail to appoint an\narbitrator within thirty (30) days after the commencement of the arbitration\nproceedings, such arbitrator and the third arbitrator shall be appointed by the\nAAA in accordance with the Rules. Nothing set forth above shall be interpreted\nto prevent the parties from agreeing in writing to submit any dispute to a\nsingle arbitrator in lieu of a three (3) member Board of Arbitration. Upon the\ncompletion of the selection of the Board of Arbitration (or if the parties agree\notherwise in writing, a single arbitrator), an award or decision shall be\nrendered within no more than forty-five (45) days. Notwithstanding the\nforegoing, the request by either party for preliminary or permanent injunctive\nrelief, whether prohibitive or mandatory, shall not be subject to arbitration\nand may be adjudicated only by the courts of the State of New York or the U.S.\nDistrict Court in New York.\n\n          4.8 Titles and Subtitles. The titles and subtitles used in this\nAgreement are used for convenience only and are not considered in construing or\ninterpreting this Agreement.\n\n\n\n                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]\n\n\n                                       20\n\n\n\n          IN WITNESS WHEREOF, the Company and the Investors have executed this\nAgreement under seal as of the day and year first above written.\n\n                                   THE COMPANY:\n                                   \n                                   GENERAL INTERNET INC.\n                                   \n                                   By: \/s\/ Scott Kurnit\n                                      ------------------------------------------\n                                   Scott Kurnit, President and CEO\n                                   \n                                   THE INVESTORS:\n                                   \n                                   BIG FLOWER CAPITAL CORPORATION\n                                   \n                                   By: \/s\/ Mark A. Angelson\n                                      ------------------------------------------\n                                   Name: Mark A. Angelson\n                                   Title: Deputy Chairman\/General Counsel\n                                   \n                                   BIG FLOWER DIGITAL SERVICES, INC.\n                                   \n                                   By: \/s\/ Mark A. Angelson\n                                      ------------------------------------------\n                                   Name: Mark A. Angelson\n                                   Title: Executive Vice President and Secretary\n                                   \n                                   ZERO STAGE CAPITAL V LIMITED PARTNERSHIP\n                                   \n                                   By:  Zero Stage Capital Associates Limited \n                                        Partnership, General Partner\n                                        \n                                        By: \/s\/ Stanley L. Fung\n                                           -------------------------------------\n                                        Stanley L. Fung, General Partner\n                                   \n                                   \n                                            21\n\n\n\n                                   ZERO STAGE CAPITAL VI LIMITED PARTNERSHIP\n                                   \n                                   By:  Zero Stage Capital Associates VI, LLC, \n                                        General Partner\n\n                                        By: \/s\/ Stanley L. Fung\n                                           -------------------------------------\n                                        Stanley L. Fung, Managing Member\n\n                                   MR. STANLEY L. FUNG\n\n                                   \/s\/ Stanley L. Fung\n                                   ---------------------------------------------\n                                   Mr. Stanley L. Fung\n\n                                   DOLL TECHNOLOGY INVESTMENT FUND, \n                                   a California limited partnership\n\n                                   By:  Doll Technology Investment Management, \n                                        L.L.C., its General Partner\n\n                                        By: \/s\/ Dixon R. Doll\n                                           -------------------------------------\n                                        Dixon R. Doll, Managing Member\n\n                                   DOLL TECHNOLOGY AFFILIATES FUND, L.P.\n\n                                   By:  Doll Technology Investment Management, \n                                        L.L.C., its General Partner\n\n                                        By: \/s\/ Dixon R. Doll\n                                           -------------------------------------\n                                        Dixon R. Doll, Managing Member\n\n\n                                       22\n\n\n\n                                   DOLL TECHNOLOGY SIDE FUND, L.P.\n\n                                   By:  Doll Technology Investment Management, \n                                        L.L.C., its General Partner\n\n                                        By: \/s\/ Dixon R. Doll\n                                           -------------------------------------\n                                        Dixon R. Doll, Managing Member\n\n\n                                   CRYSTAL INTERNET VENTURE FUND, L.P.\n\n                                   By:  Crystal Venture Ltd., \n                                        its General Partner\n\n                                        By: \/s\/ Daniel Kellogg\n                                           -------------------------------------\n                                        Daniel Kellogg, Vice President\n\n\n                                   C-MAX CAPITAL LIMITED PARTNERSHIP - I\n\n                                   By:  C-Max Capital Corporation,\n                                        its General Partner\n\n                                   By: \/s\/ Kevin Watson\n                                      ------------------------------------------\n                                   Name: Kevin Watson\n                                   Title: Director\n\n                                   PROSPECT STREET NYC DISCOVERY\n                                   FUND, L.P.\n\n\n                                   By: \/s\/ Edward Ryeon\n                                      ------------------------------------------\n                                   Name: Edward Ryeon\n                                   Title: Vice President\n\n\n                                       23\n\n\n                                   MR. SCOTT KURNIT\n\n                                   \/s\/ Scott Kurnit\n                                   ---------------------------------------------\n                                   Mr. Scott Kurnit\n\n\n                                       24\n\n\n\n                                   OPEN TEXT CORPORATION\n\n\n                                   By: \/s\/ Thomas Hearne\n                                      ------------------------------------------\n                                   Thomas Hearne - Chief Financial Officer\n\n                                   INFOTECH VENTURES LTD.\n\n                                   By:\n                                      ------------------------------------------\n                                   Lip-Bu Tan\n\n\n                                   MR. GARY LAUDER\n\n                                   \/s\/ Gary Lauder\n                                   ---------------------------------------------\n                                   Mr. Gary Lauder\n\n\n                                   MR. PETER JADROSICH\n\n                                   ---------------------------------------------\n                                   Mr. Peter Jadrosich\n\n\n                                   MR. WILLIAM DAY\n\n                                   ---------------------------------------------\n                                   Mr. William Day\n\n\n                                   MR. ROBERT W. HARRIS\n\n                                   \/s\/ Robert W. Harris\n                                   ---------------------------------------------\n                                   Mr. Robert W. Harris\n\n\n                                       25\n\n\n\n                                   MS. DIANE KATZIN\n\n                                   ---------------------------------------------\n\n                                   Ms. Diane Katzin\n\n\n                                   MR. SHEPARD KURNIT\n\n                                   ---------------------------------------------\n\n                                   Mr. Shepard Kurnit\n\n\n                                   MR. PAUL KURNIT\n\n                                   ---------------------------------------------\n\n                                   Mr. Paul Kurnit\n\n\n                                   MR. GORDON BATY\n\n                                   \/s\/ Gordon Baty\n                                   ---------------------------------------------\n\n                                   Mr. Gordon Baty\n\n\n                                       26\n\n\n\n                                   MR. PAUL KELLEY\n\n                                   \/s\/ Paul Kelly\n                                   ---------------------------------------------\n\n                                   Mr. Paul Kelley\n\n\n                                   MR. BRIAN JOHNSON\n\n                                   \/s\/ Brian Johnson\n                                   ---------------------------------------------\n                                   Mr. Brian Johnson\n\n                                   CAMELOT CAPITAL L.P.\n\n\n                                   By:  Camelot Capital, its General Partner\n\n\n                                   ---------------------------------------------\n                                   By:  Scott Smith\n                                   Title:\n\n                                   CAMELOT OFFSHORE FUND LTD.\n\n\n                                   By:  Camelot Capital, its General Partner\n\n                                   ---------------------------------------------\n                                   By:  Scott Smith\n                                   Title:\n\n\n                                   THE MARKS FAMILY LIMITED PARTNERSHIP\n\n\n                                   ---------------------------------------------\n                                   By:\n\n\n                                       27\n\n\n\n                                   AWAD &amp; ASSOCIATES LIMITED PARTNERSHIP\n\n\n                                   ---------------------------------------------\n                                   By:  Mr. Dennison T. Veru, General Partner\n\n\n\n                                   MR. DENNISON T. VERU\n\n\n                                   ---------------------------------------------\n\n\n                                   MR. RICHARD B. FELDER\n\n\n                                   ---------------------------------------------\n\n\n                                   MR. WILLIAM PONTIKES\n\n\n                                   ---------------------------------------------\n\n\n                                   DAHLM PARTNERS\n\n\n                                   ---------------------------------------------\n                                   By:\n\n\n                                       28\n\n\n\n                                    EXHIBIT A\n\n                                    Investors\n\nName and Address\n----------------\n\nC-Max Capital Limited Partnership - I\n235 West 56th Street, Apt. 11N\nNew York, New York 10019\nAttn:  Mr. Kevin Watson\nFacsimile: (212) 307-9654\n\nwith a copy to:            Greenberg Traurig\n                           1221 Brickell Avenue\n                           Miami, Florida  33131\n                           Attn: Bruce MacDonough, Esq.\n                           Facsimile: (305) 579-0717\n\nZero Stage Capital V Limited Partnership\n101 Main Street, 17th Floor\nCambridge, MA  02142-1519\nAttn:  Stanley L. Fung, General Partner\nFacsimile: (617) 876-1248\n\nZero Stage Capital VI Limited Partnership\n101 Main Street, 17th Floor\nCambridge, MA  02142-1519\nAttn:  Stanley L. Fung, General Partner\nFacsimile: (617) 876-1248\n\nDoll Technology Investment Fund\nc\/o Doll Capital Management\n3000 Sand Hill Road, Bldg. 3, Suite 210\nMenlo Park, CA  94025\nAttn:  Dixon R. Doll, Managing General Partner\nFacsimile: (650) 854-9159\n\nDoll Technology Affiliates Fund, L.P.\nc\/o Doll Capital Management\n3000 Sand Hill Road, Bldg. 3, Suite 210\nMenlo Park, CA  94025\nAttn:  Dixon Doll, Managing General Partner\nFacsimile: (650) 854-9159\n\nDoll Technology Side Fund, L.P.\nc\/o Doll Capital Management\n3000 Sand Hill Road, Bldg. 3, Suite 210\n\n\n                                       29\n\n\n\nMenlo Park, CA  94025\nAttn:  Dixon Doll, Managing General Partner\nFacsimile: (650) 854-9159\n\nwith a copy to\n  (for Zero\/Doll):         Gregory L. White, Esquire\n                           Peabody &amp; Arnold\n                           50 Rowes Wharf\n                           Boston, MA  02110\n                           Facsimile:  (617) 951-2125\n\nCrystal Internet Venture Fund, L.P.\nCIVF Management, Ltd.\n1120 Chester Avenue, Suite 310\nCleveland, OH  44114\nAttn:  Daniel Kellogg, Managing Director\nFacsimile: (216) 263-5518\n\nwith a copy to:\n                           James B. Griswold, Esquire\n                           Baker &amp; Hostetler\n                           1900 East 9th Street, Suite 3200\n                           Cleveland, OH  44114-3485\n                           Facsimile: (216) 696-0740\n\nOpen Text Corporation\n185 Columbia Street West\nWaterloo, Ontario, Canada  N2L 5Z5\nAttn:  William N. Stirlen, Executive Vice President\nFacsimile: (519) 888-0677\n\nwith a copy to:\n                           Paul Stoyan, Esquire\n                           Gardiner, Roberts\n                           Scotia Plaza, Suite 3100\n                           40 King Street West\n                           Toronto, Ontario\n                           Canada  M5H 3Y2\n                           Facsimile: (416) 865-6636\n\nMr. Gary Lauder\nLauder Partners\n88 Mercedes Lane\nAtherton, CA  94027\nFacsimile: (650) 323-2171\n\n\n                                       30\n\n\n\nwith a copy to:            Gunderson, Dettmer, Stough,\n                             Franklin &amp; Hachigian\n                           155 Constitution Drive\n                           Menlo Park, CA  94025\n                           Attn: Daniel O'Connor, Esq.\n                           Facsimile: (650) 321-2800\n\nMr. Peter Jadrosich\n70 Cobblestone Crossing\nNorwood, NJ  07648\nFacsimile: (212) 698-6522\n\nMr. William Day\n186 Hardenburgh Avenue\nDemarest, NJ  07627\n\nMr. Robert W. Harris\n2 Tudor City Place\nNew York, NY  10017\n\nInfotech Ventures Ltd.\n750 Battery Street, Suite 700\nSan Francisco, California  94111\nAttn:  Mr. Lip-Bu Tan\n\nMr. Stanley Fung\nc\/o Zero Stage Capital\n101 Main Street, 17th Floor\nCambridge, MA  02142\n\nBig Flower Digital Services, Inc.\nc\/o Big Flower Press Holdings, Inc.\n3 East 54th Street\nNew York, NY  10022\nAttn: Secretary\nFacsimile: (212) 521-1640\n\nProspect Street NYC Discovery Fund, L.P.\n250 Park Avenue, 17th Floor\nNew York, NY  10177\nAttn: Stephen G. Hall\nFacsimile: (212) 490-1566\n\n\n                                       31\n\n\n\nMs. Diane Katzin\n110 Riverside Drive, 16th Floor\nNew York, NY  10024\n\nMr. Shepard Kurnit\n#8010\n300 SE Fifth Avenue\nBoca Raton, FL  33432\nFacsimile: (561) 391-5668\n\nMr. Paul Kurnit\n15 Hitchingpost Lane\nChappaqua, NY  10514\nFacsimile: (914) 241-3509\n\nMr. Gordon Baty\nc\/o Zero Stage Capital\n101 Main Street, 17th Floor\nCambridge, MA  02142\n\nMr. Paul Kelley\nc\/o Zero Stage Capital\n101 Main Street, 17th Floor\nCambridge, MA  02142\n\nMr. Brian Johnson\nc\/o Zero Stage Capital\n101 Main Street, 17th Floor\nCambridge, MA  02142\n\nCamelot Capital L.P.\nCamelot Capital\n10 Glenville Street\nGreenwich, CT  06831\nAttn: Scott Smith\nFacsimile:  (203)531-8932\n\nCamelot Offshore Fund Ltd.\nCamelot Capital\n10 Glenville Street\nGreenwich, CT  06831\nAttn: Scott Smith\nFacsimile:  (203)531-8932\n\n\n                                       32\n\n\n\nThe Marks Family Limited Partnership\nc\/o Benjamin Marks\n31 Old Farm Road\nGreat Neck, NY  11020\nFacsimile: (516) 829-6153\n\nAwad &amp; Associates Limited Partnership\n250 Park Avenue, 2nd Floor\nNew York, NY  10177\nAttn: Dennison T. Veru\nFacsimile: (212)\n\nMr. Dennison T. Veru\n1 East End Avenue\nNew York, NY  10021\nFacsimile: (212)\n\nMr. Richard B. Felder\n5969 Searle Terrace\nBethesda, MD  20816\n\nMr. William Pontikes\n100 Hoffman Lane\nRiverwoods, IL  60015\n\nDAHLM Partners\nKR Capital Advisors\n450 Park Avenue\nNew York, NY  10022\nAttn: Marty Kaplan\nFacsimile: (212) 751-4542\n\n\n[other new investors]\n\n\n                                       33\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9630,9629],"class_list":["post-43788","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43788","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43788"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43788"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43788"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43788"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}