{"id":43820,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investors-rights-agreement-dean-amp-amp-deluca-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investors-rights-agreement-dean-amp-amp-deluca-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investors-rights-agreement-dean-amp-amp-deluca-inc-and.html","title":{"rendered":"Investors&#8217; Rights Agreement &#8211; Dean &#038; DeLuca Inc. and Hummer Winblad Venture Partners IV LP"},"content":{"rendered":"<pre>                               DEAN &amp; DELUCA, INC.\n\n                           INVESTORS' RIGHTS AGREEMENT\n\n                                NOVEMBER 30, 1999\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                           PAGE\n\n\n1.  DEFINITIONS................................................................1\n\n2.  REGISTRATION RIGHTS........................................................2\n    2.1  Demand Registration...................................................2\n    2.2  Company Registration..................................................4\n    2.3  Form S-3 Registration.................................................5\n    2.4  Obligations of the Company............................................6\n    2.5  Termination of Registration Rights....................................7\n    2.6  Furnish Information...................................................7\n    2.7  Indemnification.......................................................8\n    2.8  Rule 144 Reporting...................................................10\n    2.9  Assignment of Registration Rights....................................10\n    2.10 Amendment of Registration Rights.....................................10\n    2.11 Limitations on Subsequent Registration Rights........................11\n    2.12 'Market Stand-Off' Agreement.........................................11\n\n\n3.  COVENANTS OF THE COMPANY..................................................11\n    3.1  Basic Financial Information and Reporting............................11\n    3.2  Material Changes and Litigation......................................12\n    3.3  Inspection Rights....................................................12\n    3.4  Board Information Rights.............................................13\n    3.5  Confidentiality of Records...........................................13\n    3.6  Employee Agreements..................................................13\n    3.7  Termination of Covenants.............................................13\n\n\n4.  RIGHTS OF FIRST REFUSAL...................................................14\n    4.1  Subsequent Offerings.................................................14\n    4.2  Exercise of Rights...................................................14\n    4.3  Issuance of Equity Securities to Other Persons.......................14\n    4.4  Termination of Rights of First Refusal...............................14\n    4.5  Transfer of Rights of First Refusal..................................14\n    4.6  Excluded Securities..................................................14\n\n\n5.  LEGENDS...................................................................15\n    5.1   Legends.............................................................15\n\n\n\n                                        i\n\n\n\n\n                                         TABLE OF CONTENTS\n\n                                            (CONTINUED)\n\n                                                                            PAGE\n\n\n6.  MISCELLANEOUS.............................................................16\n    6.1  Governing Law........................................................16\n    6.2  Survival.............................................................16\n    6.3  Successors and Assigns...............................................16\n    6.4  Severability.........................................................16\n    6.5  Amendment and Waiver.................................................16\n    6.6  Delays or Omissions..................................................16\n    6.7  Notices, etc.........................................................16\n    6.8  Attorneys' Fees......................................................17\n    6.9  Titles and Subtitles.................................................17\n    6.10 Counterparts.........................................................17\n\n\n\n\n                                       ii\n\n\n\n\n\n\n                               DEAN &amp; DELUCA, INC.\n\n                           INVESTORS' RIGHTS AGREEMENT\n\n         This INVESTORS' RIGHTS AGREEMENT (this 'AGREEMENT') is entered into as\nof November 30, 1999, by and among Dean &amp; DeLuca, Inc., a Delaware corporation\n(the 'COMPANY'), and Hummer Winblad Venture Partners IV, L.P. (the 'INVESTOR').\n\n                                    RECITALS\n\n         A. The Company proposes to sell and issue up to 3,669,760 shares of its\nSeries A Convertible Preferred Stock, par value $0.01 per share (the 'PREFERRED\nSTOCK'), pursuant to that certain Series A Convertible Preferred Stock Purchase\nAgreement dated of even date herewith (the 'SERIES A AGREEMENT');\n\n         B. The execution of this Agreement is a condition to the closing of the\ntransactions contemplated by the Series A Agreement.\n\n         C. The Company desires to enter into this Agreement and grant to the\ninvestors the rights contained herein in order to fulfill such condition.\n\n         NOW, THEREFORE, in consideration of the mutual promises and covenants\ncontained herein, the parties hereby agree as follows:\n\n1.       DEFINITIONS\n\n                  1.1 The term 'HOLDER' means any investor owning of record\nRegistrable Securities that have not been sold to the public or any assignee of\nrecord of such Registrable Securities in accordance with Section 2.9 hereof.\n\n                  1.2 The terms 'REGISTER,' 'REGISTERED,' and 'REGISTRATION'\nrefer to a registration effected by preparing and filing a registration\nstatement in compliance with the Securities Act, and the declaration or ordering\nof effectiveness of such registration statement.\n\n                  1.3 The term 'REGISTRABLE SECURITIES' means (a) shares of\ncommon stock, par value $0.01 per share (the 'COMMON STOCK'), of the Company\nissued or issuable upon conversion of the Preferred Stock, (b) shares of Common\nStock purchased by the Holder or issued or issuable to the Holder upon\nconversion of other securities purchased by the Holder pursuant to its right of\nfirst refusal in Section 4 of this Agreement, and (c) any Common Stock of the\nCompany issued as (or issuable upon the conversion or exercise of any warrant,\nright or other security which is issued as) a dividend or other distribution\nwith respect to, or in exchange for or in replacement of, such above-described\nsecurities. Notwithstanding the foregoing, Registrable Securities shall not\ninclude any securities sold by a person to the public either pursuant to a\nregistration statement, Section 4(1) of the Securities Act or Rule 144 under \n\n\n                                        1\n\n\n\n\nthe Securities Act ('RULE 144') or sold in a private transaction in which the\ntransferor's rights under Section 2 of this Agreement with respect to such\nregistration rights are not assigned.\n\n                  1.4 'SECURITIES ACT' shall mean the Securities Act of 1933, as\namended, or any similar United States federal statute and the rules and\nregulations of the Commission thereunder, all as the same shall be in effect at\nthe time.\n\n                  1.5 The term 'FORM S-3' means such form under the Securities\nAct as in effect on the date hereof or any successor registration form under the\nSecurities Act subsequently adopted by the SEC which permits inclusion or\nincorporation of substantial information by reference to other documents filed\nby the Company with the SEC.\n\n                  1.6 The term 'SEC' or 'COMMISSION' means the United States\nSecurities and Exchange Commission.\n\n2.       REGISTRATION RIGHTS.\n\n                  2.1 DEMAND REGISTRATION.\n\n                  (A) Subject to the conditions of this Section 2.1, if the\nCompany shall receive at any time after the earlier of (i) one hundred and\neighty (180) days after the effective date of the Company's first registered\npublic offering of its capital stock, or (ii) October 31, 2002, a written\nrequest from the Holders of not less than thirty percent (30%) of the\nRegistrable Securities (the 'INITIATING HOLDERS') that the Company file a\nregistration statement under the Securities Act covering the registration of at\nleast such Registrable Securities that will have an aggregate sales price to the\npublic in excess of Ten Million Dollars ($10,000,000), then the Company shall,\nwithin thirty (30) days of the receipt thereof, give written notice of such\nrequest to all Holders, and, subject to the limitations of Section 2.1(b),\neffect, as soon as practicable, the registration under the Securities Act of all\nRegistrable Securities that the Holders request to be registered.\n\n                  (B) In the event that a registration pursuant to Section 2.1\nis for a registered public offering involving an underwriting, the Initiating\nHolders will so advise the Company as part of the written request given by such\nInitiating Holders and the Company shall in turn so advise the Holders. The\nright of any Holder to include its Registrable Securities in such registration\nshall be conditioned upon such Holder's participation in such underwriting and\nthe inclusion of such Holder's Registrable Securities in the underwriting to the\nextent provided herein. All Holders proposing to distribute their securities\nthrough such underwriting shall enter into an underwriting agreement in\ncustomary form with the underwriter or underwriters. Notwithstanding any other\nprovision of this Section 2.1, if the underwriter advises the Company in writing\nthat marketing factors require a limitation of the number of securities to be\nunderwritten (including Registrable Securities) then the Company shall so advise\nall Holders of Registrable Securities which would otherwise be underwritten\npursuant hereto, and the number of shares that may be included in the\nunderwriting shall be allocated, first, to the Holders of Registrable Securities\non a pro rata basis based\n\n                                        2\n\n\n\n\non the number of Registrable Securities held by all such Holders (including the\nInitiating Holders); second, to shares to be registered and sold for the\nCompany's own account; and third, to the stockholders (other than the Holders)\ninvoking contractual rights to have their securities registered, if any, on a\npro rata basis.\n\n                  (C) The Company is obligated to effect only two (2) such\nregistrations pursuant to this Section 2.1. A registration pursuant to this\nSection 2.1 may be the first public offering of the Company's Securities (the\n'INITIAL OFFERING').\n\n                  (D) The Company shall not be required to effect a registration\npursuant to this Section 2.1 during the period starting with the date of filing\nof, and ending on the date which is one hundred and eighty (180) days following\nthe effective date of the registration statement pertaining to the Initial\nOffering, provided that the Company is making reasonable and good faith efforts\nto cause such registration statement to become effective. In addition, the\nCompany shall not be required to effect a registration pursuant to this Section\n2.1 if within thirty (30) days of receipt of a written request from the\nInitiating Holders pursuant to Section 2.1(a), the Company gives notice to the\nHolders of the Company's intention to make its Initial Offering and files the\nregistration statement with respect thereto within sixty (60) days of such\nnotice; PROVIDED, HOWEVER, that the Company may not exercise its rights under\nthis sentence more than twice and that the Company is actively employing in good\nfaith all reasonable efforts to cause such registration statement to become\neffective.\n\n                  (E) The Company shall be entitled to postpone the filing of\nany registration statement otherwise required to be prepared and filed by the\nCompany pursuant to this Section 2.1 or Section 2.3 hereof, or suspend the use\nof any effective registration statement under this Section 2.1 or Section 2.3\nhereof, for a reasonable period of time which shall be as short as practicable,\nbut in any event not in excess of one hundred and twenty (120) days (a 'DELAY\nPERIOD'), if the Company (i) determines in good faith that the registration and\ndistribution of the Registrable Securities covered or to be covered by such\nregistration statement, or the disclosure required by such registration\nstatement, would materially interfere with any pending material financing,\nacquisition or corporate reorganization, or other material corporate development\ninvolving the Company or its subsidiaries, or would require premature disclosure\nthereof, and (ii) promptly gives the Holders written notice of such\ndetermination that contains a statement of the reasons for such postponement and\nan approximation of the period of the anticipated delay; provided that the\nCompany shall not be entitled to exercise this right more than once in any\ntwelve (12) month period. If the Company shall so postpone the filing of a\nregistration statement, the Holders shall have the right to withdraw the request\nfor registration by giving written notice from the holders of a majority of the\nRegistrable Securities that were to be registered to the Company within 60 days\nafter receipt of the notice of postponement or, if earlier, the termination of\nsuch Delay Period.\n\n               (F) All expenses incurred in connection with each registration by\nthe Holders pursuant to this Section 2.1 (excluding underwriters' discounts and\ncommissions and broker's fees and any transfer taxes relating to the disposition\nof the Registrable Securities, which shall be paid by the selling Holders pro\nrata), including without limitation all registration, filing, qualification,\nprinters' and accounting fees, fees and disbursements of counsel for the\nCompany, and the reasonable fees and disbursements of a single counsel\n\n\n                                        3\n\n\n\n\n\nfor the selling Holder shall be borne by the Company; PROVIDED, HOWEVER, that\nthe Company shall not be required to pay for any expenses of any registration\nproceeding begun pursuant to Section 2.1 if the registration request is\nsubsequently withdrawn by the Initiating Holder, unless the withdrawal of the\nregistration request results from either (i) intentional actions by the Company\noutside the normal course of business, or (ii) the discovery of information\nabout the Company, that is not known at the time of the Initiating Holders'\nrequest made pursuant to Section 2.1(a), that materially reduces the feasibility\nof the registration proceeding.\n\n               (G) For purposes of any registration pursuant to this Section\n2.1, Messrs. Dane J. Neller and Leslie G. Rudd and the Samantha Lauren Rudd Gift\nTrust shall be deemed to be Holders and any Shares issued or issuable upon\nexercise of common stock purchase warrants held by such Holders as of the date\nof this Agreement (the 'Warrants') are deemed to be Registrable Securities;\nprovided that Messrs. Dane J. Neller and Leslie G. Rudd and the Samantha Lauren\nRudd Gift Trust shall not be considered Holders for purposes of making the\nrequest pursuant to Section 2.1(a).\n\n               2.2 COMPANY REGISTRATION. The Company shall promptly notify all\nHolders of Registrable Securities in writing of the filing of any registration\nstatement under the Securities Act, which notice, in the case of the Investor,\nshall be provided at least ten (10) days prior to such filing, for purposes of a\npublic offering of securities of the Company (including, but not limited to,\nregistration statements relating to secondary offerings of securities of the\nCompany, but excluding registration statements relating to employee benefit\nplans, mergers, acquisitions or similar corporate transactions, and corporate\nreorganizations) and will afford each such Holder an opportunity to include in\nsuch registration statement all or part of such Registrable Securities held by\nsuch Holder. Each Holder desiring to include in any such registration statement\n(or an amendment to such registration statement) all or any part of the\nRegistrable Securities held by it shall, within ten (10) days after receipt of\nthe above-described notice from the Company, so notify the Company in writing.\nSuch notice shall state the intended method of disposition of the Registrable\nSecurities by such Holder. If a Holder decides not to include all of its\nRegistrable Securities in any registration statement thereafter filed by the\nCompany, such Holder shall nevertheless continue to have the right to include\nany Registrable Securities in any subsequent registration statement or\nregistration statements as may be filed by the Company with respect to offerings\nof its securities, all upon the terms and conditions set forth herein.\n\n               (A) If the registration statement under which the Company gives\nnotice under this Section 2.2 is for an underwritten offering, the Company shall\nso advise the Holders of Registrable Securities. In such event, the right of any\nsuch Holder to be included in a registration pursuant to this Section 2.2 shall\nbe conditioned upon such Holder's participation in such underwriting and the\ninclusion of such Holder's Registrable Securities in the underwriting to the\nextent provided herein. All Holders proposing to distribute their Registrable\nSecurities through such underwriting shall enter into an underwriting agreement\nin customary form with the underwriter or underwriters selected for such\nunderwriting. If the underwriter determines in good faith that marketing factors\nrequire a limitation of the number of shares to be underwritten, the number of\nshares that may be included in the underwriting shall be allocated, first, to\nthe Company for its own account; second, to the Holders on a pro rata basis\nbased on the total number\n\n\n                                        4\n\n\n\n\n\nof Registrable Securities held by the Holders (including shares of capital stock\nissued or issuable upon exercise of Warrants held by Dane J. Neller, Leslie G.\nRudd or The Samantha Lauren Rudd Gift Trust); and third, to any stockholder\n(other than a Holder, Mr. Rudd, Mr. Neller or The Samantha Lauren Rudd Gift\nTrust) invoking contractual rights to have their securities registered, if any,\non a pro rata basis. No such reduction shall reduce the securities being offered\nby the Company for its own account to be included in the registration and\nunderwriting, except that in no event shall the amount of securities of the\nselling Holders included in the registration be reduced below thirty percent\n(30%) of the total amount of securities included in such registration, unless\nsuch offering is the Initial Offering and such registration does not include\nshares of any other selling stockholders, in which event any or all of the\nRegistrable Securities of the Holders may be excluded in accordance with the\nimmediately preceding sentence. If any Holder disapproves of the terms of any\nsuch underwriting, he may elect to withdraw therefrom by written notice to the\nCompany and the underwriter. Any Registrable Securities excluded or withdrawn\nfrom such underwriting shall be withdrawn from the registration.\n\n               (B) The Company shall bear all fees and expenses incurred in\nconnection with any registration under this Section 2.2, including without\nlimitation all registration, filing, qualification, printers' and accounting\nfees, fees and disbursements of counsel to the Company, and the reasonable fees\nand disbursements of a single counsel to the selling Holders, except that each\nparticipating Holder shall bear its proportionate share of all amounts payable\nto underwriters in connection with such offering for discounts and commissions,\nany broker's fees and any transfer taxes relating to the disposition of the\nRegistrable Securities.\n\n               2.3 FORM S-3 REGISTRATION. In case the Company shall receive from\nany Holder or Holders of at least thirty percent (30%) of the Registrable\nSecurities a written request or requests that the Company effect a registration\non Form S-3 and any related qualification or compliance with respect to all or a\npart of the Registrable Securities owned by such Holder or Holders, the Company\nwill:\n\n                       (i) promptly give written notice of the proposed\nregistration, and any related qualification or compliance, to all other Holders\nof Registrable Securities; and\n\n                       (ii) as soon as practicable, effect such registration and\nall such qualifications and compliances as may be so requested and as would\npermit or facilitate the sale and distribution of all or such portion of such\nHolder's or Holders' Registrable Securities as are specified in such request,\ntogether with all or such portion of the Registrable Securities of any other\nHolder or Holders joining in such request as are specified in a written request\ngiven within fifteen (15) days after receipt of such written notice from the\nCompany; PROVIDED, HOWEVER, that the Company shall not be obligated to effect\nany such registration, qualification or compliance pursuant to this Section 2.3\n(a) if Form S-3 is not available to the Company for such offering by the\nHolders, (b) if the Holders, together with the holders of any other securities\nof the Company entitled to inclusion in such registration, propose to sell\nRegistrable Securities and such other securities (if any) at an aggregate price\nto the public of less than One Million Dollars ($1,000,000), (c) if the Company\nshall furnish to the Holders a certificate signed by the President of the\nCompany stating that in the good faith judgment of the Board of Directors of the\nCompany, it would be\n\n\n                                        5\n\n\n\n\n\nseriously detrimental to the Company and its stockholders for such Form S-3\nRegistration to be effected at such time, in which event the Company shall have\nthe right to defer the filing of the Form S-3 registration statement for a\nperiod of not more than ninety (90) days after receipt of the request of the\nHolder or Holders under this Section 2.3, (d) if the Company has, within the\ntwelve (12) month period preceding the date of such request, already effected a\nregistration on Form S-3 for the Holders pursuant to this Section 2.3, or (e) in\nany particular jurisdiction in which the Company would be required to qualify to\ndo business or to execute a general consent to service of process in effecting\nsuch registration, qualification or compliance.\n\n                       (iii) Subject to the foregoing, the Company shall file a\nForm S-3 registration statement covering the Registrable Securities and other\nsecurities so requested to be registered as soon as practicable after receipt of\nthe request or requests of the Holders. The Company shall pay all expenses\nincurred in connection with any registrations requested pursuant to this Section\n2.3 (excluding underwriters' discounts and commissions, any broker's fees and\nany transfer taxes relating to the disposition of the Registrable Securities,\nwhich shall be paid by the selling Holders pro rata), including without\nlimitation all registration, filing, qualification, printers' and accounting\nfees, fees and disbursements of counsel for the Company, and the reasonable fees\nand disbursements of a single counsel for the selling Holder or Holders.\n\n               2.4 OBLIGATIONS OF THE COMPANY. Whenever required to effect the\nregistration of any Registrable Securities, the Company shall, as expeditiously\nas reasonably possible:\n\n               (A) Prepare and file with the SEC a registration statement with\nrespect to such Registrable Securities and use its best efforts to cause such\nregistration statement to become effective, and, upon the request of the Holders\nof a majority of the Registrable Securities registered thereunder, keep such\nregistration statement effective for up to ninety (90) days.\n\n               (B) Prepare and file with the SEC such amendments and supplements\nto such registration statement and the prospectus used in connection with such\nregistration statement as may be necessary to comply with the provisions of the\nSecurities Act with respect to the disposition of all securities covered by such\nregistration statement.\n\n               (C) Furnish to the Holders such number of copies of a prospectus,\nincluding a preliminary prospectus, in conformity with the requirements of the\nSecurities Act, and such other documents as they may reasonably request in order\nto facilitate the disposition of Registrable Securities owned by them.\n\n               (D) Use its best efforts to register and qualify the securities\ncovered by such registration statement under such other securities or Blue Sky\nlaws of such jurisdictions as shall be reasonably requested by the Holders,\nprovided that the Company shall not be required in connection therewith or as a\ncondition thereto to qualify to do business or to file a general consent to\nservice of process in any such states or jurisdictions or to take any action\nthat would subject it to general service of process or taxation in any such\njurisdiction where it is not then subject.\n\n\n                                        6\n\n\n\n\n\n               (E) In the event of any underwritten public offering, enter into\nand perform its obligations under an underwriting agreement, in usual and\ncustomary form, with the managing underwriter(s) of such offering. Each Holder\nparticipating in such underwriting shall also enter into and perform its\nobligations under such an agreement.\n\n               (F) Notify each Holder of Registrable Securities covered by such\nregistration statement at any time when a prospectus relating thereto is\nrequired to be delivered under the Securities Act of the happening of any event\nas a result of which the prospectus included in such registration statement, as\nthen in effect, includes an untrue statement of a material fact or omits to\nstate a material fact required to be stated therein or necessary to make the\nstatements therein not misleading in the light of the circumstances then\nexisting.\n\n               (G) Use its reasonable efforts to cause to be furnished, at the\nrequest of any Holder requesting registration of Registrable Securities, on the\ndate that such Registrable Securities are delivered to the underwriters for\nsale, if such securities are being sold through underwriters, or, if such\nsecurities are not being sold through underwriters, on the date that the\nregistration statement with respect to such securities becomes effective, (i) an\nopinion, dated as of such date, of the counsel representing the Company for the\npurposes of such registration, in form and substance as is customarily given to\nunderwriters in an underwritten public offering and reasonably satisfactory to a\nmajority in interest of the Holders requesting registration, addressed to the\nunderwriters, if any, and to the Holders requesting registration of Registrable\nSecurities and (ii) a letter dated as of such date, from the independent\ncertified public accountants of the Company, in form and substance as is\ncustomarily given by independent certified public accountants to underwriters in\nan underwritten public offering and reasonably satisfactory to a majority in\ninterest of the Holders requesting registration, addressed to the underwriters,\nif any, and to the Holders requesting registration of Registrable Securities.\n\n               2.5 TERMINATION OF REGISTRATION RIGHTS. All registration rights\ngranted under this Section 2 shall terminate and be of no further force and\neffect on the earlier of (i) the date which is five (5) years following the\nCompany's Initial Offering and (ii) the date when all Registrable Securities can\nbe sold without limitation as to volume or manner of sale under Rule 144.\n\n               2.6 FURNISH INFORMATION. It shall be a condition precedent to the\nobligations of the Company to take any action pursuant to Sections 2.1, 2.2 or\n2.3 that the selling Holders shall furnish to the Company such information\nregarding themselves, the Registrable Securities held by them, and the intended\nmethod of disposition of such securities as shall be required to effect the\nregistration of their Registrable Securities. If any such information is not\nfurnished within a reasonable period of time after receipt by the Holders of a\nrequest for such information, the Company may exclude such Holder's Registrable\nSecurities from the registration.\n\n               2.7 INDEMNIFICATION. In the event any Registrable Securities are\nincluded in a registration statement under Sections 2.1, 2.2 or 2.3.\n\n\n                                        7\n\n\n\n\n               (A) To the extent permitted by law, the Company will indemnify\nand hold harmless each Holder, the partners, officers and directors of each\nHolder, any underwriter (as defined in the Securities Act) for such Holder and\neach person, if any, who controls such Holder or underwriter within the meaning\nof the Securities Act or the Securities Exchange Act of 1934, as amended, (the\n'1934 ACT'), against any losses, claims, damages, or liabilities (joint or\nseveral) to which they may become subject under the Securities Act, the 1934 Act\nor other federal or state law, insofar as such losses, claims, damages, or\nliabilities (or actions in respect thereof) arise out of or are based upon any\nof the following statements, omissions or violations (collectively, a\n'VIOLATION') by the Company: (i) any untrue statement or alleged untrue\nstatement of a material fact contained in such registration statement, including\nany preliminary prospectus or final prospectus contained therein or any\namendments or supplements thereto, (ii) the omission or alleged omission to\nstate therein a material fact required to be stated therein, or necessary to\nmake the statements therein not misleading, or (iii) any violation or alleged\nviolation by the Company of the Securities Act, the 1934 Act, any state\nsecurities law or any rule or regulation promulgated under the Securities Act,\nthe 1934 Act or any state securities law in connection with the offering covered\nby such registration statement; and the Company will reimburse each such Holder,\npartner, officer or director, underwriter or controlling person for any legal or\nother expenses reasonably incurred by them in connection with investigating or\ndefending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,\nthat the indemnity agreement contained in this Section 2.7(a) shall not apply to\namounts paid in settlement of any such loss, claim, damage, liability or action\nif such settlement is effected without the consent of the Company (which consent\nshall not be unreasonably withheld), nor shall the Company be liable in any such\ncase for any such loss, claim, damage, liability or action to the extent that it\narises out of or is based upon a Violation which occurs in reliance upon and in\nconformity with written information furnished expressly for use in connection\nwith such registration by such Holder or a partner, officer, director,\nunderwriter or controlling person of such Holder.\n\n               (B) To the extent permitted by law, each selling Holder will\nindemnify and hold harmless the Company, each of its directors, each of its\nofficers, each person, if any, who controls the Company within the meaning of\nthe Securities Act, any underwriter and any other Holder selling securities\nunder such registration statement or any of such other Holder's partners,\ndirectors or officers or any person who controls such Holder, against any\nlosses, claims, damages or liabilities (joint or several) to which the Company\nor any such director, officer, controlling person, underwriter or other such\nHolder, or partner, director, officer or controlling person of such other Holder\nmay become subject under the Securities Act, the 1934 Act or other federal or\nstate law, insofar as such losses, claims, damages or liabilities (or actions in\nrespect thereto) arise out of or are based upon any Violation, in each case to\nthe extent (and only to the extent) that such Violation occurs in reliance upon\nand in conformity with written information furnished by such Holder expressly\nfor use in connection with such registration; and each such Holder will\nreimburse any legal or other expenses reasonably incurred by the Company or any\nsuch director, officer, controlling person, underwriter or other Holder, or\npartner, officer, director or controlling person of such other Holder in\nconnection with investigating or defending any such loss, claim, damage,\nliability or action if it is judicially determined that there was such a\nViolation; PROVIDED, HOWEVER, that the indemnity agreement contained in this\nSection 2.7(b) shall not apply to amounts paid in settlement of any such loss,\nclaim, damage, liability\n\n\n                                                8\n\n\n\n\nor action if such settlement is effected without the consent of the Holder,\nwhich consent shall not be unreasonably withheld; provided further, that in no\nevent shall any indemnity under this Section 2.7(b) exceed the net proceeds from\nthe offering received by such Holder.\n\n               (C) Promptly after receipt by an indemnified Party under this\nSection 2.7 of notice of the commencement of any action (including any\ngovernmental action), such indemnified party will, if a claim in respect thereof\nis to be made against any indemnifying party under this Section 2.7, deliver to\nthe indemnifying party a written notice of the commencement thereof and the\nindemnifying party shall have the right to participate in, and, to the extent\nthe indemnifying party so desires, jointly with any other indemnifying party\nsimilarly noticed, to assume the defense thereof with counsel mutually\nsatisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party shall\nhave the right to retain its own counsel, with the fees and expenses to be paid\nby the indemnifying party, if representation of such indemnified party by the\ncounsel retained by the indemnifying party would be inappropriate under\napplicable professional standards due to actual or potential differing interests\nbetween such indemnified party and any other party represented by such counsel\nin such proceeding. The failure to deliver written notice to the indemnifying\nparty within a reasonable time of the commencement of any such action, if\nmaterially prejudicial to its ability to defend such action, shall relieve such\nindemnifying party of any liability to the indemnified party under this Section\n2.7, but the omission so to deliver written notice to the indemnifying party\nwill not relieve it of any liability that it may have to any indemnified party\notherwise than under this Section 2.7.\n\n               (D) If the indemnification provided for in this Section 2.7 is\nheld by a court of competent jurisdiction to be unavailable to an indemnified\nparty with respect to any losses, claims, damages or liabilities referred to\nherein, the indemnifying party, in lieu of indemnifying such indemnified party\nthereunder, shall to the extent permitted by applicable law contribute to the\namount paid or payable by such indemnified party as a result of such loss,\nclaim, damage or liability in such proportion as is appropriate to reflect the\nrelative fault of the indemnifying party on the one hand and of the indemnified\nparty on the other in connection with the Violation(s) that resulted in such\nloss, claim, damage or liability, as well as any other relevant equitable\nconsiderations. The relative fault of the indemnifying party and of the\nindemnified party shall be determined by a court of law by reference to, among\nother things, whether the untrue or alleged untrue statement of a material fact\nor the omission to state a material fact relates to information supplied by the\nindemnifying party or by the indemnified party and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission.\n\n               (E) The foregoing indemnity agreements of the Company and Holders\nare subject to the condition that, insofar as they relate to any Violation made\nin a preliminary prospectus but eliminated or remedied in the amended prospectus\non file with the SEC at the time the registration statement in question becomes\neffective or the amended prospectus filed with the SEC pursuant to SEC Rule\n424(b) (the 'FINAL PROSPECTUS'), such indemnity agreement shall not inure to the\nbenefit of any person if a copy of the Final Prospectus was furnished to the\nindemnified party (or its underwriters) and was not furnished to the person\nasserting the loss, liability, claim or damage at or prior to the time such\naction is required by the Securities Act.\n\n\n                                        9\n\n\n\n\n               (F) The obligations of the Company and Holders under this Section\n2.7 shall survive the completion of any offering of Registrable Securities in a\nregistration statement, and otherwise.\n\n               2.8 RULE 144 REPORTING. With a view to making available the\nbenefits of certain rules and regulations of the Commission which may at any\ntime permit the sale of the Registrable Securities to the public without\nregistration, after such time as a public market exists for the Common Stock of\nthe Company, the Company agrees to:\n\n               (A) Make and keep public information available, as those terms\nare understood and defined in Rule 144 under the Securities Act, at all times\nafter the effective date that the Company becomes subject to the reporting\nrequirements of the Securities Act or the 1934 Act;\n\n               (B) File with the Commission in a timely manner all reports and\nother documents required of the Company under the Securities Act and the 1934\nAct (at any time after it has become subject to such reporting requirements);\nand\n\n               (C) Furnish to any Holder forthwith upon request a written\nstatement by the Company as to its compliance with the reporting requirements of\nRule 144 (at any time after ninety (90) days after the effective date of the\nfirst registration statement filed by the Company for an offering of its\nsecurities to the general public), and of the Securities Act and the 1934 Act\n(at any time after it has become subject to such reporting requirements), a copy\nof the most recent annual or quarterly report of the Company, and such other\nreports and documents of the Company and other information in the possession of\nor reasonably obtainable by the Company as such Holder may reasonably request in\navailing itself of any rule or regulation of the Commission allowing such Holder\nto sell any such securities without registration.\n\n               2.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the\nCompany to register Registrable Securities pursuant to this Section 2 may be\nassigned by a Holder to a transferee or assignee of Registrable Securities;\nPROVIDED, HOWEVER, that no such transferee or assignee shall be entitled to\nregistration rights under Sections 2.1, 2.2 or 2.3 hereof unless it owns a\nminimum of 100,000 shares of Registrable Securities (as presently constituted\nand subject to subsequent adjustments for stock splits, stock dividends, reverse\nstock splits and similar events), and the Company shall promptly be furnished\nwith written notice of the name and address of such transferee or assignee and\nthe securities with respect to which such registration rights are being\nassigned. Notwithstanding the foregoing, rights to cause the Company to register\nsecurities may be assigned to any subsidiary or parent company of a Holder or\nany partner of any Holder.\n\n               2.10 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this\nSection 2 may be amended and the observance thereof may be waived (either\ngenerally or in a particular instance and either retroactively or\nprospectively), only with the written consent of the Company and the Holders of\na majority of the Registrable Securities. Any amendment or waiver effected in\naccordance with this Section 2.10 shall be binding upon each Holder and the\nCompany. By acceptance of any benefits under this Section 2, Holders of\nRegistrable Securities hereby agree to be bound by the provisions hereunder.\n\n\n                                       10\n\n\n\n\n               2.11 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. After the\ndate of this Agreement, the Company shall not, without the prior written consent\nof the Holders of a majority of the Registrable Securities, enter into any\nagreement with any holder or prospective holder of any securities of the Company\nthat would permit such holder to participate in any registration of securities\nof the Company or that the Company register any securities held by such holder,\nunless the registration rights of such holder or prospective holders are\nsubordinate to the registration rights of the Holders.\n\n               2.12 'MARKET STAND-OFF' AGREEMENT. Each Holder hereby agrees that\nduring the one hundred eighty (180) day period following the effective date of a\nregistration statement of the Company filed under the Securities Act, it shall\nnot, to the extent requested by the Company and the managing underwriter, sell\nor otherwise transfer or dispose of (other than to donees who agree to be\nsimilarly bound) any Registrable Securities or Common Stock of the Company held\nby it at any time during such period except Common Stock included in such\nregistration; PROVIDED, HOWEVER, that:\n\n               (A) Such agreement shall be applicable only to the first such\nregistration statement of the Company which covers Common Stock (or other\nsecurities) to be sold on its behalf to the public in an underwritten offering;\nand\n\n               (B) All officers and directors of the Company and all other\npersons with registration rights (whether or not pursuant to this Agreement)\nenter into similar agreements.\n\n        In order to enforce the foregoing covenant, the Company may impose\nstop-transfer instructions with respect to the Registrable Securities of each\nHolder (and the shares or securities of every other person subject to the\nforegoing restriction) until the end of such period.\n\n3.      COVENANTS OF THE COMPANY.\n\n               3.1 BASIC FINANCIAL INFORMATION AND REPORTING.\n\n               (A) The Company will maintain true books and records of account\nin which full and correct entries will be made of all its business transactions\npursuant to a system of accounting established and administered in accordance\nwith generally accepted accounting principles consistently applied, and will set\naside on its books all such proper accruals and reserves as shall be required\nunder generally accepted accounting principles consistently applied.\n\n               (B) As soon as practicable after the end of each fiscal year of\nthe Company, and in any event within ninety (90) days thereafter, the Company\nwill furnish each Holder an audited consolidated balance sheet of the Company,\nas at the end of such fiscal year, and an audited consolidated statement of\nincome and an audited consolidated statement of cash flows of the Company, for\nsuch year, all prepared in accordance with generally accepted accounting\nprinciples and setting forth in each case in comparative form the figures for\nthe previous fiscal year, all in reasonable detail. Such financial statements\nshall be accompanied by a report and opinion thereon by independent public\naccountants of national standing selected by the Company's Board of Directors.\n\n\n                                       11\n\n\n\n\n               (C) So long as a Holder shall own at least 100,000 shares of\nRegistrable Securities (as presently constituted and subject to subsequent\nadjustments for stock splits, stock dividends, reverse stock splits and similar\nevents), as soon as practicable after the end of the first, second and third\nquarterly accounting periods in each fiscal year of the Company, and in any\nevent within forty-five (45) days thereafter, the Company will furnish each such\nHolder an unaudited consolidated balance sheet of the Company as of the end of\neach such quarterly period, and an unaudited consolidated statement of income\nand a consolidated statement of cash flows of the Company for such period and\nfor the current fiscal year to date, each showing a comparison to the budget\ndistributed to the Board of Directors, prepared in accordance with generally\naccepted accounting principles, with the exception that no notes need be\nattached to such statements and year-end audit adjustments may not have been\nmade.\n\n               (D) So long as a Holder shall own at least 100,000 shares of\nRegistrable Securities (as presently constituted and subject to subsequent\nadjustments for stock splits, stock dividends, reverse stock splits and similar\nevents), the Company will furnish each such Holder (i) at least thirty (30) days\nprior to the beginning of each fiscal year an annual budget and operating plans\nfor such fiscal year; and (ii) within thirty (30) days after the end of each\nmonth, an unaudited balance sheet and statements of income and cash flows,\nprepared in accordance with generally accepted accounting principles (other than\nfor accompanying notes and subject to year-end adjustments), which also set\nforth applicable budget figures and variances from budget.\n\n               3.2 MATERIAL CHANGES AND LITIGATION. So long as a Holder shall\nown at least 100,000 shares of Registrable Securities (as presently constituted\nand subject to subsequent adjustments for stock splits, stock dividends, reverse\nstock splits and similar events), as soon as practicable and in any event within\nten (10) days of becoming aware thereof, the Company will notify each such\nHolder of any litigation or governmental proceeding or investigation pending or,\nto the best knowledge of the Company, threatened against the Company, or against\nany officer or stockholder of the Company, or of the occurrence of any other\nevent, materially affecting, or which if adversely determined, would materially\nadversely affect, the present or presently proposed business, properties,\nassets, liabilities or prospects of the Company.\n\n               3.3 INSPECTION RIGHTS. So long as a Holder shall own at least\n100,000 shares of Registrable Securities (as presently constituted and subject\nto subsequent adjustments for stock splits, stock dividends, reverse stock\nsplits and similar events), each such Holder shall have the right to visit and\ninspect any of the properties of the Company or any of its subsidiaries, and to\ndiscuss the affairs, finances and accounts of the Company or any of its\nsubsidiaries with its officers, all at such reasonable times and as often as may\nbe reasonably requested; PROVIDED, HOWEVER, that the Company shall not be\nobligated under this Section 3.3 with respect to a competitor of the Company or\nwith respect to information which the Board of Directors determines in good\nfaith is confidential and should not, therefore, be disclosed.\n\n               3.4 BOARD INFORMATION RIGHTS. So long as the Investor\nbeneficially owns not less than five percent (5%) of the Company's outstanding\ncapital stock and is not represented on the Company's Board of Directors, the\nCompany shall provide the Investor with copies of all notices, minutes, \n\n                                       12\n\n\n\nconsents and other materials provided to its directors; PROVIDED, HOWEVER, that\nthe Company reserves the right to withhold access to any such material that the\nCompany believes, upon advice of counsel, that withholding such material is\nnecessary to protect the attorney-client privilege or to protect highly\nconfidential proprietary information that may be of a competitive nature with\nthat of Investor or Investor's principal business. The Investor agrees to hold\nin confidence and trust and not use or disclose any confidential information\nprovided to or learned by it in connection with its rights under this Section\n3.4.\n\n               3.5 CONFIDENTIALITY OF RECORDS. Each Holder agrees to use, and to\nuse its best efforts to insure that its authorized representatives use, the same\ndegree of care as such Holder uses to protect its own confidential information\nto keep confidential any information furnished to it which the Company\nidentified or marked as being confidential or proprietary (so long as such\ninformation is not in the public domain), except that such Holder may disclose\nsuch proprietary or confidential information to any partner, subsidiary or\nparent of such Holder for the purpose of evaluating its investment in the\nCompany as long as such partner, subsidiary or parent is advised of and agrees\nto comply with the confidentiality provisions of this Section 3.5.\n\n               3.6 EMPLOYEE AGREEMENTS. All key employees and consultants (as\ndefined in policies adopted from time to time by the Board of Directors) of the\nCompany hired or retained after the date of this Agreement shall be required to\nexecute a Proprietary Information and Inventions Agreements in the form attached\nto the Series A Agreement as EXHIBIT G with such amendments thereto as the Board\nof Directors may from time to time deem appropriate. All stock options granted\nto future employees, directors and consultants of the Company shall provide for\nvesting of shares in accordance with the vesting provisions currently in place\nunder the Company's stock option plan, with such amendments thereto as the Board\nof Directors may approve. The stock options shall provide that Company has a\nright of first refusal to purchase any and all stock acquired on exercise of the\nstock option or other right to purchase such stock granted after the date\nhereof, and prior to the Initial Offering, to employees, officers, directors or\nconsultants of the Company.\n\n               3.7 TERMINATION OF COVENANTS. All covenants of the Company\ncontained in Section 3 of this Agreement shall expire and terminate as to each\nHolder upon the earlier of (i) the date that each such Holder no longer holds\nRegistrable Securities and (ii) the date that the Company first becomes subject\nto the reporting obligations of the 1934 Act, as amended.\n\n4.      RIGHTS OF FIRST REFUSAL.\n\n               4.1 SUBSEQUENT OFFERINGS. Each Holder shall have the right of\nfirst refusal to purchase its pro rata share of all equity securities that the\nCompany may, from time to time, propose to sell and issue after the date of this\nAgreement, other than the equity securities excluded by Section 4.6 hereof. Each\nHolder's pro rata share is equal to the ratio of the number of shares of\nPreferred Stock (or Common Stock issuable upon conversion thereof) with respect\nto which such Holder is deemed to be a holder immediately prior to the issuance\nof such equity securities to the total number of outstanding shares of Preferred\nStock or Common Stock of the Company.\n\n\n                                       13\n\n\n\n\n               4.2 EXERCISE OF RIGHTS. If the Company proposes to issue any\nequity securities, it shall give each Holder written notice of its intention,\ndescribing the equity securities, the price, and the terms and conditions upon\nwhich the Company proposes to issue the same. Each Holder shall have ten (10)\ndays from the receipt of such notice to agree to purchase its pro rata share of\nthe equity securities for the price and upon the terms and conditions specified\nin the notice by giving written notice to the Company and stating therein the\nquantity of equity securities to be purchased. Notwithstanding the foregoing,\nthe Company shall not be required to offer or sell such equity securities to any\nHolder who would cause the Company to be in violation of applicable federal or\nstate securities laws by virtue of such offer or sale.\n\n               4.3 ISSUANCE OF EQUITY SECURITIES TO OTHER PERSONS. If the\nHolders fail to exercise in full the rights of first refusal within such ten\n(10) day period, the Company shall have ninety (90) days thereafter to sell the\nequity securities in respect of which the Holders' rights were not exercised, at\na price and upon terms and conditions no more favorable to the purchasers\nthereof than specified in the Company's notice to the Holders pursuant to\nSection 4.2 hereof. If the Company has not sold such equity securities within\nsuch ninety (90) days, the Company shall not thereafter issue or sell any equity\nsecurities, without first offering such securities to the Holders in the manner\nprovided above.\n\n               4.4 TERMINATION OF RIGHTS OF FIRST REFUSAL. The rights of first\nrefusal established by this Section 4 shall terminate upon the closing of an\nunderwritten public offering of Common Stock of the Company made pursuant to an\neffective registration statement under the Securities Act, but shall apply to\nthe issuance of shares of Common Stock in such offering.\n\n               4.5 TRANSFER OF RIGHTS OF FIRST REFUSAL. The rights of first\nrefusal of each Holder under this Section 4 may be transferred to any subsidiary\nor parent company of such Holder, to any partner of such Holder or to any\nsuccessor in interest to all or substantially all the assets of such Holder.\n\n               4.6 EXCLUDED SECURITIES. The rights of first refusal established\nby this Section 4 shall have no application to any of the following equity\nsecurities:\n\n               (A) up to 1,077,320 shares of Common Stock (and\/or options,\nwarrants or other Common Stock purchase rights issued pursuant to such options,\nwarrants or other rights) issued or to be issued to employees, officers or\ndirectors of, or consultants or advisors to the Company or any subsidiary,\npursuant to stock purchase or stock option plans or other arrangements that are\napproved by the Board of Directors of the Company;\n\n               (B) any equity securities issued pursuant to any rights or\nagreements outstanding as of the date of this Agreement, including without\nlimitation convertible securities, options and warrants; and any equity\nsecurities issued pursuant to any such rights or agreements granted after the\ndate of this Agreement, provided that the rights of first refusal established by\nthis Section 4 applied with respect to the initial sale or grant by the Company\nof such rights or agreements;\n\n\n                                       14\n\n\n\n\n\n               (C) any equity securities issued for consideration other than\ncash pursuant to a merger, consolidation, acquisition or similar business\ncombination;\n\n               (D) any equity securities that are issued by the Company as part\nof an underwritten public offering referred to in Section 4.4 hereof, except as\notherwise provided therein;\n\n               (E) shares of Common Stock issued in connection with any stock\nsplit, stock dividend or recapitalization by the Company; and\n\n               (F) shares of Common Stock issued upon conversion of the\nPreferred Stock.\n\n5.      LEGENDS.\n\n               5.1 LEGENDS. Each Investor understands that the share\ncertificates evidencing any Registrable Securities shall be endorsed with the\nfollowing legends (in addition to any legends required under applicable state\nsecurities laws):\n\n               (A) 'THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN\nACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE\nOR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN\nEFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL\nSATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE\nSECURITIES ACT OF 1933.'\n\n               (B) 'THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\nTHE TERMS AND CONDITIONS OF AN INVESTORS' RIGHTS AGREEMENT WHICH PLACES CERTAIN\nRESTRICTIONS ON THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST\nIN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE\nPROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH INVESTORS' RIGHTS AGREEMENT WILL BE\nFURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN\nREQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.'\n\n               (C) Any legend required to be placed thereon by any applicable\nstate securities laws.\n\n6.      MISCELLANEOUS.\n\n               6.1 GOVERNING LAW. This Agreement shall be governed in all\nrespects by the laws of Delaware.\n\n               6.2 SURVIVAL. The representations, warranties, covenants, and\nagreements made herein shall survive for as long as any Holder holds Registrable\nSecurities.\n\n\n                                       15\n\n\n\n\n\n\n               6.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly\nprovided herein, the provisions hereof shall inure to the benefit of, and be\nbinding upon, the successors, assigns, heirs, executors, and administrators of\nthe parties hereto and shall inure to the benefit of and be enforceable by each\nperson who shall be a holder of Registrable Securities from time to time;\nPROVIDED, HOWEVER, that prior to the receipt by the Company of adequate written\nnotice of the transfer of any Registrable Securities specifying the full name\nand address of the transferee, the Company may deem and treat the person listed\nas the holder of such shares in its records as the absolute owner and holder of\nsuch shares for all purposes, including the payment of dividends or any\nredemption price.\n\n               6.4 SEVERABILITY. In case any provision of this Agreement shall\nbe invalid, illegal, or unenforceable, the validity, legality, and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n               6.5 AMENDMENT AND WAIVER.\n\n               (A) Except as otherwise expressly provided, this Agreement may be\namended or modified only upon the written consent of the Company and the holders\nof a majority of the Registrable Securities.\n\n               (B) Except as otherwise expressly provided, the obligations of\nthe Company and the rights of the Holders under this Agreement may be waived\nonly with the written consent of the holders of not less than a majority of the\nRegistrable Securities.\n\n               6.6 DELAYS OR OMISSIONS. It is agreed that no delay or omission\non the part of any party to exercise any right, power, or remedy hereunder shall\noperate as a waiver thereof nor shall any single or partial exercise thereof\npreclude any other or further exercise thereof or the exercise of any other\nright, power or privilege. The rights and remedies herein provided shall be\ncumulative and not exclusive of any rights or remedies provided by law. It is\nfurther agreed that any waiver of any provisions or conditions of this Agreement\nmust be in writing and shall be effective only to the extent specifically set\nforth in such writing.\n\n               6.7 NOTICES, ETC. All notices and other communications required\nor permitted hereunder shall be in writing and shall be sent by registered or\ncertified mail, return receipt requested, postage prepaid, by means of a\nnationally recognized overnight courier service, or by telex or facsimile,\naddressed: (a) if to a Holder, at such Holder's address as set forth on the\nCompany's records, or at such other address as such Holder shall have furnished\nto the Company in writing or (b) if to the Company, at 560 Broadway, New York,\nNY 10012, or at such other address as the Company shall have furnished to the\nHolders in writing.\n\n               6.8 ATTORNEYS' FEES. If legal action is brought to enforce or\ninterpret this Agreement, the prevailing party shall be entitled to recover its\nreasonable attorneys' fees and legal costs in connection therewith.\n\n\n                                       16\n\n\n\n\n               6.9 TITLES AND SUBTITLES. The titles of the paragraphs and\nsubparagraphs of this Agreement are for convenience of reference only and are\nnot to be considered in construing this Agreement.\n\n               6.10 COUNTERPARTS. This Agreement may be executed in any number\nof counterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date set forth in the first paragraph hereof.\n\nCOMPANY:                                   INVESTOR:\n\n\nDEAN &amp; DELUCA, INC.                        HUMMER WINBLAD VENTURE PARTNERS IV,\n                                           L.P. by its General Partner\n\n\n\nBy: \/s\/ DANE J. NELLER                      By: \/s\/ HANK BARRY\n    -------------------------------             -------------------------------\n    Name:  Dane J. Neller                       Name: Hank Barry\n    Title: President and                        Title: Managing Member,\n           Chief Executive Officer                     General Partner\n\n\n\n\n\n\n\n                                       17\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7276],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9630,9629],"class_list":["post-43820","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dean---deluca-inc","corporate_contracts_industries-retail__misc","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\/43820","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=43820"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43820"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43820"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43820"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}