{"id":43857,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-and-information-rights-intraware-inc-holders-of.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-and-information-rights-intraware-inc-holders-of","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-and-information-rights-intraware-inc-holders-of.html","title":{"rendered":"Registration and Information Rights &#8211; Intraware Inc., Holders of Series A-D Convertible Preferred Stock, Peter Jackson, Donald Freed and Paul Martinelli"},"content":{"rendered":"<pre>\n-------------------------------------------------------------------------------\n-------------------------------------------------------------------------------\n\n\n                             AMENDED AND RESTATED\n                     REGISTRATION AND INFORMATION RIGHTS\n                                  AGREEMENT\n                                 BY AND AMONG\n\n                                INTRAWARE, INC.\n\n                                      AND\n\n                            THE HOLDERS OF SERIES A \n                          CONVERTIBLE PREFERRED STOCK\n\n                            THE HOLDERS OF SERIES B \n                          CONVERTIBLE PREFERRED STOCK\n\n                            THE HOLDERS OF SERIES C \n                          CONVERTIBLE PREFERRED STOCK\n\n                            THE HOLDERS OF SERIES D\n                          CONVERTIBLE PREFERRED STOCK\n\n                                      AND\n\n                                    FOUNDERS\n                                    --------\n\n                                 PETER JACKSON\n                                  DONALD FREED\n                                PAUL MARTINELLI\n\n\n-------------------------------------------------------------------------------\n-------------------------------------------------------------------------------\n\n\n                                   DATED AS OF\n                                 APRIL 14, 1998.\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                               PAGE\n                                                                               ----\n                                                                         \nSection 1.   Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . .1\n\nSection 2.   Restrictions on Transferability . . . . . . . . . . . . . . . . . . .3\n\nSection 3.   Restrictive Legend. . . . . . . . . . . . . . . . . . . . . . . . . .3\n\nSection 4.   Notice of Proposed Transfers. . . . . . . . . . . . . . . . . . . . .4\n\nSection 5.   Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n\n        5.1  Requested Registration. . . . . . . . . . . . . . . . . . . . . . . .4\n        5.2  Company Registration. . . . . . . . . . . . . . . . . . . . . . . . .7\n        5.3  Registration on Form S-3. . . . . . . . . . . . . . . . . . . . . . .8\n        5.4  Expenses of Registration. . . . . . . . . . . . . . . . . . . . . . .9\n        5.5  Registration Procedures . . . . . . . . . . . . . . . . . . . . . . .9\n        5.6  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 10\n        5.7  Information by Holders. . . . . . . . . . . . . . . . . . . . . . . 12\n        5.8  Rule 144 Reporting. . . . . . . . . . . . . . . . . . . . . . . . . 12\n        5.9  Transfer of Registration Rights . . . . . . . . . . . . . . . . . . 12\n        5.10 Termination of Registration Rights. . . . . . . . . . . . . . . . . 13\n\nSection 6.     Financial Information . . . . . . . . . . . . . . . . . . . . . . 13\n\nSection 7.     Standoff Agreement. . . . . . . . . . . . . . . . . . . . . . . . 14\n\nSection 8.     Additional Parties. . . . . . . . . . . . . . . . . . . . . . . . 14\n\nSection 9.     Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14\n\nSection 10.    Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 15\n\nSection 11.    Aggregation of Entities . . . . . . . . . . . . . . . . . . . . . 15\n\nSection 12.    Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 15\n\nSection 13.    Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 15\n\nSection 14.    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 15\n\n\n\n                                           -i-\n\n\n\n                      AMENDED AND RESTATED REGISTRATION\n                      AND INFORMATION RIGHTS AGREEMENT\n\n\n     This Registration and Information Rights Agreement (the 'Agreement') is \nmade as of the date of purchase of shares of Series D Preferred Stock by each \nSeries D Preferred Stock Purchaser indicated in Exhibit A to the Series D \nPreferred Stock Purchase Agreement by and among Intraware, Inc., a Delaware \ncorporation (the 'Company'), the holders of shares of Series A Preferred \nStock (the 'Series A Purchasers'), the holders of shares of Series B \nPreferred Stock (the 'Series B Purchasers'), the holders of shares of Series \nC Preferred Stock (the 'Series C Purchasers'), the holders of shares of \nSeries D Preferred Stock (the 'Series D Purchasers') (the Series A \nPurchasers, the Series B Purchasers, the Series C Purchasers and the Series D \nPurchasers, being hereinafter referred to individually as a 'Purchaser' and \ntogether, along with such additional parties as are hereafter deemed \nPurchasers pursuant to Section 8 hereof, as the 'Purchasers'), and Peter \nJackson, Don Freed and Paul Martinelli (individually, a 'Founder' and \ncollectively, the 'Founders').  The Founders, the Series A Purchasers, the \nSeries B Purchasers, the Series C Purchasers and the Series D Purchasers are \nlisted on EXHIBIT A hereto. \n\n\n                                       RECITALS\n                                       --------\n\n     WHEREAS, the Company, the Founders, and one or more of the Series A \nPurchasers, the Series B Purchasers and the Series C Purchasers are parties \nto certain Registration and Information Rights Agreements made and entered \ninto as of September 24, 1996, June 12, 1997, and December 3, 1997 (the \n'Prior Agreements'); and\n\n     WHEREAS, the Series D Purchasers and the Company have entered into or \nconcurrently herewith are entering into a Series D Preferred Stock Purchase \nAgreement (the 'Series D Purchase Agreement'), pursuant to which the Series D \nPurchasers are purchasing from the Company shares of its Series D Preferred \nStock (the 'Series D Preferred'); and\n\n     WHEREAS, the obligations of the Company and the Series D Purchasers \nunder the Series D Purchase Agreement are conditioned, among other things, \nupon the execution and delivery of this Agreement by the Company, the \nFounders and the Purchasers; and\n\n     WHEREAS, in consideration of the Company's sale and the Series D \nPurchasers' purchase of the Series D Preferred, the several parties hereto \nwish to grant to the Series D Purchasers the several rights set forth herein, \nand to observe the several obligations set forth herein, which rights and \nobligations shall terminate and supersede, to the extent not already \nterminated and superseded, those set forth in the Prior Agreements;\n\n     NOW, THEREFORE, in consideration of the mutual promises and covenants \nhereinafter set forth, the Company, the Founders and the Purchasers agree as \nfollows:\n\n\n\n\n     SECTION 1.  CERTAIN DEFINITIONS.  As used in this Agreement, the \nfollowing terms shall have the following respective meanings:\n\n                 'COMMISSION' shall mean the Securities and Exchange \nCommission or any other federal agency at the time administering the \nSecurities Act.\n\n                 'CONVERSION STOCK' means the Series A, the Series B, the \nSeries C and the Series D Preferred Stock, and the Common Stock issued or \nissuable pursuant to conversion of the Series A, the Series B, the Series C \nand the Series D Preferred Stock.\n\n                 'HOLDERS' shall mean (i) the Purchasers for so long as \nPurchasers hold Conversion Stock or Registrable Securities, (ii) the Founders \nfor so long as the Founders hold Registrable Securities, and (iii) any person \nholding Registrable Securities to whom the rights under this Agreement have \nbeen transferred in accordance with Section 5.9 hereof.\n\n                 'INITIATING HOLDERS' shall mean any holder or holders of \nmore than 50% of the Series A Preferred, the Series B Preferred, the Series C \nPreferred and the Series D Preferred (and Registrable Securities issued upon \nconversion thereof) then outstanding as of the relevant date considered as a \nsingle class; and in the case of up to one registration pursuant to Section \n5.1(a), any holder or holders of no less than sixty percent (60%) of the \nSeries D Preferred (and the Registrable Securities issued upon conversion \nthereof) then outstanding as of the relevant date considered as a single \nclass (such registration referred to herein as the 'Series D Registration').\n\n                 'SERIES A PREFERRED' shall mean the Series A Preferred Stock \nof the Company issued pursuant to the Series A Preferred Stock Purchase \nAgreement.\n\n                 'SERIES B PREFERRED' shall mean the Series B Preferred Stock \nof the Company issued pursuant to the Series B Preferred Stock Purchase \nAgreement.\n\n                 'SERIES C PREFERRED' shall mean the Series C Preferred Stock \nof the Company issued pursuant to the Series C Preferred Stock Purchase \nAgreement.\n\n                 'SERIES D PREFERRED' shall mean the Series D Preferred Stock \nof the Company issued pursuant to the Series D Preferred Stock Purchase \nAgreement.\n\n                 'REGISTRABLE SECURITIES' means (i) shares of Common Stock of \nthe Company issued or issuable in respect of the Conversion Stock upon any \nstock split, stock dividend, recapitalization, or similar event, or any \nCommon Stock otherwise issuable with respect to the Conversion Stock, (ii) \nshares of Common Stock which are Conversion Stock, and (iii) shares of Common \nStock which are held by the Founders; provided, however, that shares of \nConversion Stock or other securities shall only be treated as Registrable \nSecurities if and so long as they have not been sold to or through a broker \nor dealer or underwriter in a public distribution or a public securities \ntransaction.\n\n\n                                     -2-\n\n\n\n                 The terms 'REGISTER,' 'REGISTERED' and 'REGISTRATION' refer \nto a registration effected by preparing and filing a registration statement \nin compliance with the Securities Act, and the declaration or ordering of the \neffectiveness of such registration statement.\n\n                 'REGISTRATION EXPENSES' shall mean all expenses, except as \notherwise stated below, incurred by the Company in complying with Sections \n5.1, 5.2 and 5.3 hereof, including, without limitation, all registration, \nqualification and filing fees, printing expenses, escrow fees, fees and \ndisbursements of counsel for the Company, blue sky fees and expenses, the \nexpense of any special audits incident to or required by any such \nregistration (but excluding the compensation of regular employees of the \nCompany which shall be paid in any event by the Company) and the reasonable \nfees and disbursements of one counsel for all Holders as appointed by the \nHolders (other than the Founders).\n\n                 'RESTRICTED SECURITIES' shall mean the securities of the \nCompany required to bear the legend set forth in Section 3 hereof.\n\n                 'SECURITIES ACT' shall mean the Securities Act of 1933, 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                 'SELLING EXPENSES' shall mean all underwriting discounts, \nselling commissions and stock transfer taxes applicable to the securities \nregistered by the Holders and, except as set forth under 'Registration \nExpenses', all reasonable fees and disbursements of counsel for any Holder.\n\n     SECTION 2.  RESTRICTIONS ON TRANSFERABILITY.  The Conversion Stock and \nany other securities issued in respect of the Conversion Stock upon any stock \nsplit, stock dividend, recapitalization, merger, consolidation or similar \nevent, shall not be sold, assigned, transferred or pledged except upon the \nconditions specified in this Agreement, which conditions are intended to \nensure compliance with the provisions of the Securities Act.  Each Purchaser \nwill cause any proposed purchaser, assignee, transferee, or pledgee of any \nsuch shares held by such Purchaser to agree to take and hold such securities \nsubject to the provisions and upon the conditions specified in this Agreement.\n\n     SECTION 3.  RESTRICTIVE LEGEND.  Each certificate representing (i) the \nConversion Stock and (ii) any other securities issued in respect of the \nConversion Stock upon any stock split, stock dividend, recapitalization, \nmerger, consolidation or similar event, shall (unless otherwise permitted by \nthe provisions of Section 4 below) be stamped or otherwise imprinted with a \nlegend in substantially the following form (in addition to any legend \nrequired under applicable state securities laws):\n\n     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED\n     FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE\n     OR DISTRIBUTION THEREOF.  SUCH\n\n\n                                     -3-\n\n\n\n     SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH \n     REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY\n     ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE\n     REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.\n\n     Each Purchaser and each Holder consents to the Company making a notation \non its records and giving instructions to any transfer agent of the Preferred \nStock or the Common Stock in order to implement the restrictions on transfer \nestablished in this Agreement.\n\n     SECTION 4.   NOTICE OF PROPOSED TRANSFERS.  The holder of each \ncertificate representing Restricted Securities by acceptance thereof agrees \nto comply in all respects with the provisions of this Section 4.  Prior to \nany proposed sale, assignment, transfer or pledge of any Restricted \nSecurities (other than (i) a transfer not involving a change in beneficial \nownership, (ii) in transactions involving the distribution without \nconsideration of Restricted Securities by any Purchaser to any of its \npartners, or retired partners, or to the estate of any of its partners or \nretired partners, (iii) in transactions involving the transfer without \nconsideration of Restricted Securities by a Purchaser during his or her \nlifetime by way of gift or on death by will or intestacy, or (iv) in \ntransactions in compliance with Rule 144), unless there is in effect a \nregistration statement under the Securities Act covering the proposed \ntransfer, the holder thereof shall give written notice to the Company of such \nholder's intention to effect such transfer, sale, assignment or pledge.  Each \nsuch notice shall describe the manner and circumstances of the proposed \ntransfer, sale, assignment or pledge in sufficient detail, and shall be \naccompanied, at such holder's expense, by either (i) an unqualified written \nopinion of legal counsel who shall be, and whose legal opinion shall be, \nreasonably satisfactory to the Company addressed to the Company, to the \neffect that the proposed transfer of the Restricted Securities may be \neffected without registration under the Securities Act, (ii) a 'no action' \nletter from the Commission to the effect that the transfer of such securities \nwithout registration will not result in a recommendation by the staff of the \nCommission that action be taken with respect thereto, or (iii) other evidence \nsatisfactory to the Company, whereupon the holder of such Restricted \nSecurities shall be entitled to transfer such Restricted Securities in \naccordance with the terms of the notice delivered by the holder to the \nCompany.  Each certificate evidencing the Restricted Securities transferred \nas above provided shall bear, except if such transfer is made pursuant to \nRule 144(k), the appropriate restrictive legend set forth in Section 3 above, \nexcept that such certificate shall not bear such restrictive legend if, in \nthe opinion of counsel for such holder and the Company, such legend is not \nrequired in order to establish compliance with any provision of the \nSecurities Act.\n\n     SECTION 5.   REGISTRATION.\n\n             5.1  REQUESTED REGISTRATION.\n\n                  (a)  REQUEST FOR REGISTRATION.  In case the Company shall \nreceive from Initiating Holders a written request that the Company effect any \nregistration, qualification or compliance with respect to shares of \nRegistrable Securities with an anticipated aggregate offering\n\n\n                                    -4-\n\n\n\nprice, net of underwriting discounts and commissions, in excess of ten \nmillion dollars ($10,000,000),  the Company will:\n\n                      (i)  promptly give written notice of the proposed \nregistration, qualification or compliance to all other Holders; and\n\n                      (ii) as soon as practicable, use its best efforts to \neffect such registration, qualification or compliance (including, without \nlimitation, appropriate qualification under applicable blue sky or other \nstate securities laws and appropriate compliance with applicable regulations \nissued under the Securities Act and any other governmental requirements or \nregulations) as may be so requested and as would permit or facilitate the \nsale and distribution of all or such portion of such Registrable Securities \nas are specified in such request, together with all or such portion of the \nRegistrable Securities of any Holder or Holders joining in such request as \nare specified in a written request received by the Company within 20 days \nafter receipt of such written notice from the Company.\n\n                  (b)  Notwithstanding the foregoing, the Company shall not \nbe obligated to take any action pursuant to this Section 5.1:\n\n                       (i)    in any particular jurisdiction in which the \nCompany would be required to execute a general consent to service of process \nin effecting such registration, qualification or compliance, unless the \nCompany is already subject to service in such jurisdiction and except as may \nbe required by the Securities Act;\n\n                       (ii)   prior to the earlier to occur of:  (a) December \n31, 2000, or (b) six months after the effective date of the Company's first \nregistered public offering of shares of its Common Stock; \n\n                       (iii)  during the period starting with the date sixty \n(60) days prior to the Company's estimated date of filing of, and ending on \nthe date six (6) months immediately following the effective date of, any \nregistration statement pertaining to securities of the Company (other than a \nregistration of securities in a Rule 145 transaction or with respect to an \nemployee benefit plan), provided that the Company is actively employing in \ngood faith all reasonable efforts to cause such registration statement to \nbecome effective;\n\n                       (iv)   if the Company has effected: (A) two such \nregistrations pursuant to this subparagraph 5.1(a), (B) four such \nregistrations pursuant to this subparagraph 5.1(a) or subparagraph 5.3(a) \nbelow or any combination thereof, or (C) one such registration pursuant to \nthis subparagraph 5.1(a) or subparagraph 5.3 below in the preceding six \nmonths, and such registration(s) have been declared or ordered effective and \nremained effective until the earlier to occur of (a) 90 days or (b) the sale \nof all the securities offered pursuant to each such registration;\n\n                       (v)    if the Company shall furnish to such Initiating \nHolders a certificate signed by the President of the Company stating that in \nthe good faith judgment of the\n\n\n                                    -5-\n\n\n\nBoard of Directors it would be seriously detrimental to the Company or its \nshareholders for a registration statement to be filed in the near future, \nthen the Company's obligation to use its best efforts to register, qualify or \ncomply under this Section 5.1 shall be deferred for a period not to exceed \n150 days from the date of receipt of written request from the Initiating \nHolders, provided that the Company may not exercise this deferral right for \nmore than once in any one year period;\n\n                       (vi)   if such registration, qualification or \ncompliance is proposed to be part of a firm commitment underwritten public \noffering with underwriters not reasonably acceptable to the Company.\n\n     Subject to the foregoing clauses (i) through (vi), the Company shall \nfile a registration statement covering the Registrable Securities so \nrequested to be registered as soon as practicable after receipt of the \nrequest or requests of the Initiating Holders.\n\n                  (c)  UNDERWRITING.  In the event of a registration pursuant \nto Section 5.1, the Company shall advise the Holders as part of the notice \ngiven pursuant to Section 5.1(a)(i) that the right of any Holder to \nregistration pursuant to Section 5.1 shall be conditioned upon such Holder's \nparticipation in the underwriting arrangements required by this Section 5.1, \nand the inclusion of such Holder's Registrable Securities in the underwriting \nto the extent requested shall be limited to the extent provided herein.\n\n     The Company shall (together with all Holders proposing to distribute \ntheir securities through such underwriting) enter into an underwriting \nagreement in customary form with the managing underwriter selected for such \nunderwriting by a majority in interest of the Initiating Holders, but subject \nto the Company's reasonable approval.  Notwithstanding any other provision of \nthis Section 5.1, if the managing underwriter advises the Initiating Holders \nin writing that marketing factors require a limitation of the number of \nshares to be underwritten, then the Company shall so advise all holders of \nRegistrable Securities and the number of shares of Registrable Securities \nthat may be included in the registration and underwriting shall be allocated \namong all Holders in proportion, as nearly as practicable, to the respective \namounts of Registrable Securities held by such Holders at the time of filing \nthe registration statement; provided, that no shares held by any Holder other \nthan a Founder shall be so excluded from such registration until all shares \nheld by the Founders are excluded from such registration.  Notwithstanding \nthe foregoing, in the event of  a Series D Registration, the number of shares \nof Registrable Securities that may be included in the registration and the \nunderwriting shall be allocated among all Holders in proportion, as nearly as \npracticable, to the respective aggregate dollar amount of such Holder's \ninvestment in the capital stock of the Company at the time of the filing of \nthe registration statement; provided that no shares held by any Holder other \nthan a Founder shall be so excluded from such registration until all shares \nheld by the Founders are excluded from such registration.  No Registrable \nSecurities excluded from the underwriting by reason of the underwriter's \nmarketing limitation shall be included in such registration.  To facilitate \nthe allocation of shares in accordance with the above provisions, the Company \nor the underwriters may round the number of shares allocated to any Holder to \nthe nearest 100 shares.\n\n\n                                     -6-\n\n\n\n     If any Holder of Registrable Securities disapproves of the terms of the \nunderwriting, such person may elect to withdraw therefrom by written notice \nto the Company, the managing underwriter and the Initiating Holders.  The \nRegistrable Securities and\/or other securities so withdrawn shall also be \nwithdrawn from registration, and such Registrable Securities shall not be \ntransferred in a public distribution prior to 180 days after the effective \ndate of such registration, or such other shorter period of time as the \nunderwriters may require.\n\n             5.2  COMPANY REGISTRATION.\n\n                  (a)  NOTICE OF REGISTRATION.  If at any time or from time \nto time the Company shall determine to register any of its equity securities, \neither for its own account or the account of a security holder or holders, \nother than (i) a registration relating solely to employee benefit plans, (ii) \na registration relating solely to a Rule 145 transaction, or (iii) a \nregistration in which the only equity security being registered is capital \nstock issuable upon conversion of convertible (or exchange of exchangeable) \ndebt securities which are also being registered, the Company will:\n\n                       (i)  promptly give to each Holder written notice \nthereof; and\n\n                       (ii) include in such registration (and any related \nqualification under blue sky laws or other compliance), and in any \nunderwriting involved therein, all the Registrable Securities specified in a \nwritten request or requests, made within twenty (20) days after receipt of \nsuch written notice from the Company, by any Holder.\n\n                  (b)  UNDERWRITING.  If the registration of which the \nCompany gives notice is for a registered public offering involving an \nunderwriting, the Company shall so advise the Holders as a part of the \nwritten notice given pursuant to Section 5.2(a)(i).  In such event, the right \nof any Holder to registration pursuant to Section 5.2 shall be conditioned \nupon such Holder's participation in such underwriting and the inclusion of \nRegistrable Securities in the underwriting shall be limited to the extent \nprovided herein.\n\n          All Holders proposing to distribute their securities through such\nunderwriting shall (together with the Company and the other holders distributing\ntheir securities through such underwriting) enter into an underwriting agreement\nin customary form with the managing underwriter selected for such underwriting\nby the Company.  Notwithstanding any other provision of this Section 5.2, if the\nmanaging underwriter determines that marketing factors require a limitation of\nthe number of shares to be underwritten, the managing underwriter may limit the\nRegistrable Securities to be included in such registration (i) in the case of\nthe Company's initial public offering, to zero, and (ii) in the case of any\nother offering, to an amount no less than 25% of the offering; provided that in\neach such case, no shares held by any Holder other than a Founder shall be so\nexcluded from such registration until all shares held by the Founders are\nexcluded from such registration.  The Company shall so advise all Holders and\nother holders distributing their securities through such underwriting and the\nnumber of shares of Registrable Securities that may be included in the\nregistration and underwriting shall be allocated among all the Holders in\nproportion, as nearly as practicable, to the\n\n\n                                     -7-\n\n\n\nrespective amounts of Registrable Securities held by such Holders at the time \nof filing the Registration Statement.  To facilitate the allocation of shares \nin accordance with the above provisions, the Company may round the number of \nshares allocated to any Holder or holder to the nearest 100 shares.\n\n          If any of the Holders disapproves of the terms of any such \nunderwriting, such Holder may elect to withdraw therefrom by written notice \nto the Company and the managing underwriter.  Any securities excluded or \nwithdrawn from such underwriting shall be withdrawn from such registration.\n\n                  (c)  RIGHT TO TERMINATE REGISTRATION.  The Company shall \nhave the right to terminate or withdraw any registration initiated by it \nunder this Section 5.2 prior to the effectiveness of such registration \nwhether or not any Holder has elected to include securities in such \nregistration.\n\n             5.3  REGISTRATION ON FORM S-3.\n\n                  (a)  If any of the Holders request that the Company file a \nregistration statement on Form S-3 (or any successor form to Form S-3) for a \npublic offering of shares of the Registrable Securities the reasonably \nanticipated aggregate price to the public of which would exceed $1,000,000, \nand the Company is a registrant entitled to use Form S-3 to register the \nRegistrable Securities for such an offering, the Company shall use its best \nefforts to cause such Registrable Securities to be registered for the \noffering on such form and to cause such Registrable Securities to be \nqualified in such jurisdictions as such Holder or Holders may reasonably \nrequest.  The Company shall inform other Holders of the proposed registration \nand offer them the opportunity to participate.  In the event the registration \nis proposed to be part of a firm commitment underwritten public offering, the \nsubstantive provisions of Section 5.1(c) shall be applicable to each such \nregistration initiated under this Section 5.3.\n\n                  (b)  Notwithstanding the foregoing, the Company shall not \nbe obligated to take any action pursuant to this Section 5.3:\n\n                       (i)  in any particular jurisdiction in which the \nCompany would be required to execute a general consent to service of process \nin effecting such registration, qualification or compliance, unless the \nCompany is already subject to service in such jurisdiction and except as may \nbe required by the Securities Act;\n\n                       (ii) if the Company has effected four such \nregistrations pursuant to this subparagraph 5.3(a) or subparagraph 5.1(a) \nabove or any combination thereof, or one such registration pursuant to \nsubparagraph 5.3(a) above, or subparagraph 5.1(a) above in the preceding six \nmonths, such registration(s) having been declared or ordered effective and \nremained effective until the earlier to occur of (a) 90 days or (b) the sale \nof all the securities offered pursuant to each such registration;\n\n\n\n                                    -8-\n\n\n\n                       (iii)  if the Company, within ten (10) days of the \nreceipt of the request of the Initiating Holders, gives notice of its BONA \nFIDE intention to effect the filing of a registration statement with the \nCommission within ninety (90) days of receipt of such request (other than \nwith respect to a registration statement relating to a Rule 145 transaction, \nan offering solely to employees, or any other registration which is not \nappropriate for the registration of Registrable Securities);\n\n                       (iv)   during the period starting with the date sixty \n(60) days prior to the Company's estimated date of filing of, and ending on \nthe date six (6) months immediately following, the effective date of any \nregistration statement pertaining to securities of the Company (other than a \nregistration of securities in a Rule 145 transaction or with respect to an \noffering solely to employees, or any other registration which is not \nappropriate for the registration of Registrable Securities), provided that \nthe Company is actively employing in good faith all reasonable efforts to \ncause such registration statement to become effective; or\n\n                       (v)    if the Company shall furnish to such Holder or \nHolders a certificate signed by the President of the Company stating that in \nthe good faith judgment of the Board of Directors it would be seriously \ndetrimental to the Company or its shareholders for registration statements to \nbe filed in the near future, then the Company's obligation to use its best \nefforts to file a registration statement shall be deferred for a period not \nto exceed 150 days from the receipt of the request to file such registration \nby such Holder or Holders, provided that the Company may not exercise this \ndeferral right more than once in any one year period.\n\n          5.4  EXPENSES OF REGISTRATION.  All Registration Expenses incurred \nin connection with (i) three registrations pursuant to Section 5.1 hereof \n(including the Series D Registration), (ii) a total of three (3) \nregistrations pursuant to Section 5.3 if no registrations pursuant to Section \n5.1 have been requested, or four (4) registrations pursuant to Section 5.3 if \nno registrations pursuant to Section 5.1 have been paid for by the Company, \nand (iii) all registrations pursuant to Section 5.2, shall be borne by the \nCompany.\n\n     Unless otherwise stated, all Selling Expenses relating to securities \nregistered on behalf of the Holders and all other registration expenses shall \nbe borne by the Holders of such securities PRO RATA on the basis of the \nnumber of shares so registered.\n\n          5.5  REGISTRATION PROCEDURES.  In the case of each registration, \nqualification or compliance effected by the Company pursuant to this \nAgreement, the Company will keep each of the Holders advised in writing as to \nthe initiation of each registration, qualification and compliance and as to \nthe completion thereof.  At its expense the Company will:\n\n               (a)  prepare and file with the Commission a registration \nstatement with respect to such securities and use its best efforts to cause \nsuch registration statement to become and remain effective for at least one \nhundred twenty (120) days or until the distribution described in the \nregistration statement has been completed, whichever first occurs;\n\n\n                                    -9-\n\n\n\n               (b)  furnish to the Holders participating in such registration \nand to the underwriters of the securities being registered such reasonable \nnumber of copies of the registration statement, preliminary prospectus, final \nprospectus and such other documents as such underwriters may reasonably \nrequest in order to facilitate the public offering of such securities.\n\n          5.6  INDEMNIFICATION.\n\n               (a)  The Company will indemnify each Holder of securities, \neach of its officers, directors and partners, and each person controlling \nsuch Holder within the meaning of Section 15 of the Securities Act, with \nrespect to which registration, qualification or compliance has been effected \npursuant to this Agreement, and each underwriter, if any, and each person who \ncontrols any underwriter within the meaning of Section 15 of the Securities \nAct, against all expenses, claims, losses, damages and liabilities (or \nactions in respect thereof), including any of the foregoing incurred in \nsettlement of any litigation, (commenced or threatened), arising out of or \nbased on any untrue statement (or alleged untrue statement) of a material \nfact contained in any registration statement, prospectus, offering circular \nor other document, or any amendment or supplement thereto, incident to any \nsuch registration, qualification or compliance, or based on any omission (or \nalleged omission) to state therein a material fact required to be stated \ntherein or necessary to make the statements therein, in the light of the \ncircumstances under which they were made, not misleading, and will reimburse \neach such Holder, each of its officers, directors, and partners, and each \nperson controlling such Holder, each such underwriter and each person who \ncontrols any such underwriter, for any legal and any other expenses \nreasonably incurred, as such expenses are incurred, in connection with \ninvestigating, preparing or defending any such claim, loss, damage, liability \nor action, provided that the Company will not be liable in any such case to \nthe extent that any such claim, loss, damage, liability or expense arises out \nof or is based on any untrue statement or omission or alleged untrue \nstatement or omission, made in reliance upon and in conformity with written \ninformation furnished to the Company by such Holder, controlling person or \nunderwriter specifically for use therein; provided, however, that the \nforegoing indemnity agreement is subject to the condition that, insofar as it \nrelates to any such untrue statement, alleged untrue statement, omission or \nalleged omission made in a preliminary prospectus on file with the Commission \nat the time the registration statement becomes effective or the amended \nprospectus filed with the Commission pursuant to Rule 424(b) (the 'Final \nProspectus'), such indemnity agreement shall not inure to the benefit of:  \n(1) any Holder, (i) if there is no underwriter, and a copy of the Final \nProspectus was not furnished to the person asserting the loss, liability, \nclaim or damage at or prior to the time such action is required by the \nSecurities Act and the Final Prospectus would have cured the defect giving \nrise to the loss, liability, claim or damage (to the extent that such Holder \nwas obligated by law to provide a copy of the Final Prospectus to such \nperson), or (ii) to the extent that such untrue statement, alleged untrue \nstatement, omission or alleged omission is made in reliance upon and in \nconformity with written information furnished to the Company by an instrument \nduly executed by such Holder and stated to be specifically for use therein; \nor (2) any underwriter, (i) if a copy of the Final Prospectus was not \nfurnished to the person asserting the loss, liability, claim or damage at or \nprior to the time such action is required by the Securities Act and the Final \nProspectus would have cured the defect giving rise to the loss, liability, \nclaim or damage, or (ii) to the extent that such untrue statement, alleged \nuntrue statement, omission or alleged omission is made in reliance on and in \nconformity with written\n\n\n                                    -10-\n\n\n\n\ninformation furnished to the Company by an instrument duly executed by such \nunderwriter and stated to be specifically for use therein.\n\n               (b)  Each Holder will, if Registrable Securities held by such \nHolder are included in the securities as to which such registration, \nqualification or compliance is being effected, indemnify the Company, each of \nits directors and officers, each underwriter, if any, of the Company's \nsecurities covered by such a registration statement, each person who controls \nthe Company or such underwriter within the meaning of Section 15 of the \nSecurities Act, and each other such Holder, each of its officers, directors, \nand partners, and each person controlling such Holder within the meaning of \nSection 15 of the Securities Act, against all expenses, claims, losses, \ndamages and liabilities (or actions in respect thereof), including any of the \nforegoing incurred in settlement of any litigation (commenced or threatened), \narising out of or based on any untrue statement (or alleged untrue statement) \nof a material fact contained in any such registration statement, prospectus, \noffering circular or other document, or any amendment or supplement thereto, \nincident to such registration, qualification or compliance, or any omission \n(or alleged omission) to state therein a material fact required to be stated \ntherein or necessary to make the statements therein, in the light of the \ncircumstances under which they were made, not misleading, and will reimburse \nthe Company, such Holders, such directors, officers, persons, underwriters or \ncontrol persons for any legal and any other expenses reasonably incurred, as \nsuch expenses are incurred, in connection with investigating or defending any \nsuch claim, loss, damage, liability or action, in each case to the extent, \nbut only to the extent, that such untrue statement (or alleged untrue \nstatement) or omission (or alleged omission) is made in such registration \nstatement, prospectus, offering circular or other document in reliance upon \nand in conformity with written information furnished to the Company by such \nHolder specifically for use therein. Notwithstanding the foregoing, the \nliability of each Holder under this subsection 5.6(b) shall be limited in an \namount equal to the gross proceeds received by such Holder from the sale of \nshares in such registration, unless such liability arises out of or is based \non willful misconduct by such Holder.\n\n               (c)  Each party entitled to indemnification under this Section \n5.6 (the 'Indemnified Party') shall give notice to the party required to \nprovide indemnification (the 'Indemnifying Party') promptly after such \nIndemnified Party has actual knowledge of any claim as to which indemnity may \nbe sought, and shall permit the Indemnifying Party to assume the defense of \nany such claim or any litigation resulting therefrom, provided that counsel \nfor the Indemnifying Party, who shall conduct the defense of such claim or \nlitigation, shall be approved by the Indemnified Party (whose approval shall \nnot unreasonably be withheld), and the Indemnified Party may participate in \nsuch defense at such party's expense, and provided further that the failure \nof any Indemnified Party to give notice as provided herein shall not relieve \nthe Indemnifying Party of its obligations under this Agreement, unless the \nfailure to give such notice is materially prejudicial to an Indemnifying \nParty's ability to defend such action, and provided further that the \nIndemnifying Party shall not assume the defense for matters as to which there \nis a conflict of interest or separate and different defenses, and provided \nfurther that the failure of the Indemnifying Party to assume the defense for \nmatters as to which there are no conflicts of interest, and to which notice \nhad adequately been provided, shall not relieve the Indemnifying Party from \nits obligations pursuant to Section 5.6 hereof.  No Indemnifying Party, in \nthe defense of any such claim or litigation, shall, except with the\n\n\n                                    -11-\n\n\n\nconsent of each Indemnified Party, consent to entry of any judgment or enter \ninto any settlement which does not include as an unconditional term thereof \nthe giving by the claimant or plaintiff to such Indemnified Party of a \nrelease from all liability in respect to such claim or litigation.\n\n          5.7  INFORMATION BY HOLDERS.  The Holder or Holders of Registrable \nSecurities included in any registration shall furnish to the Company such \ninformation regarding such Holder or Holders, the Registrable Securities held \nby them and the distribution proposed by such Holder or Holders as the \nCompany may request in writing and as shall be required in connection with \nany registration, qualification or compliance referred to in this Agreement.\n\n          5.8  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 Restricted Securities to the public without \nregistration, after such time as a public market exists for the Common Stock \nof the Company, the Company agrees to use all reasonable efforts to:\n\n               (a)  Make and keep public information available, as those \nterms are understood and defined in Rule 144 under the Securities Act, at all \ntimes after the effective date that the Company becomes subject to the \nreporting requirements of the Securities Act or the Securities Exchange Act \nof 1934, as amended;\n\n               (b)  File with the Commission in a timely manner all reports \nand other documents required of the Company under the Securities Act and the \nSecurities Exchange Act of 1934, as amended (at any time after it has become \nsubject to such reporting requirements); and\n\n               (c)  So long as any of the Holders owns any Restricted \nSecurities, to furnish to such Holders forthwith upon request a written \nstatement by the Company as to its compliance with the reporting requirements \nof said Rule 144 (at any time after 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 \nSecurities Exchange Act of 1934 (at any time after it has become subject to \nsuch reporting requirements), a copy of the most recent annual or quarterly \nreport of the Company, and such other reports and documents of the Company \nand other information in the possession of or reasonably obtainable by the \nCompany as such Holders may reasonably request in availing themselves of any \nrule or regulation of the Commission allowing the Holders to sell any such \nsecurities without registration.\n\n          5.9  TRANSFER OF REGISTRATION RIGHTS.  The rights to cause the Company\nto register securities granted to the Holders under Sections 5.1, 5.2 and 5.3\nmay be assigned to a transferee or assignee in connection with any transfer or\nassignment of Registrable Securities by a Purchaser or Founder only if such\ntransferee or assignee, as appropriate, acquires at least 250,000 shares (as\nadjusted for stock splits, stock dividends, recapitalizations and the like) of\nthe Company's Common Stock or Conversion Stock, provided written notice thereof\nis promptly given to the Company and the transferee agrees to be bound by the\nprovisions of this Agreement.  Notwithstanding the foregoing, the rights to\ncause the Company to register securities may be assigned to any constituent\npartner or retired partner of a Holder which is a partnership, or an affiliate\nof a Holder which is a\n\n\n                                    -12-\n\n\n\ncorporation, or a family member or trust for the benefit of a Holder who is \nan individual, provided written notice thereof is promptly given to the \nCompany and the transferee agrees to be bound by the provisions of this \nAgreement.\n\n             5.10 TERMINATION OF REGISTRATION RIGHTS.  The rights granted \npursuant to Sections 5.1, 5.2 and 5.3 of this Agreement shall terminate on \nthe four (4) year anniversary of the Company's initial public offering \npursuant to an effective registration statement under the Securities Act, or \nas to any Holder at such time as the Company has registered its shares of \nCommon Stock under the Securities Exchange Act of 1934, as amended, and such \nHolder is able to sell all such Registrable Securities as are held by such \nHolder under Rule 144 promulgated under the Securities Act within a 90-day \nperiod.\n\n     SECTION 6.   FINANCIAL INFORMATION.\n\n                 (a)  The Company will provide the following reports to each \nPurchaser for so long as such Purchaser continues to hold at least 250,000 \nshares of Conversion Stock (as adjusted for stock splits, stock dividends, \nrecapitalizations and the like):\n\n                      (i)    As soon as practicable after the end of each \nfiscal year, and in any event within 120 days thereafter, consolidated \nbalance sheets of the Company and its subsidiaries, if any, as of the end of \nsuch fiscal year, and consolidated statements of operations and consolidated \nstatements of cash flows and stockholders' equity of the Company and its \nsubsidiaries, if any, for such year, prepared in accordance with generally \naccepted accounting principles and setting forth in each case in comparative \nform the figures for the previous fiscal year, all in reasonable detail and \naudited by independent public accountants of national standing selected by \nthe Company, and a capitalization table in reasonable detail for such fiscal \nyear; \n\n                      (ii)   As soon as practicable after the end of each \ncalendar month, and in any event within 30 days thereafter, a consolidated \nbalance sheet of the Company and its subsidiaries, if any, as of the end of \neach such month, and consolidated statements of operations, consolidated \nstatements of cash flows of the Company and its subsidiaries for such period \nand for the current fiscal year to date, including a comparison between the \nactual financial statements and the projected figures according to the \noperating budget referenced in clause (iii) below; and\n\n                      (iii)  As soon as practicable following the submission \nto and approval by the Board of Directors of the Company and in any event at \nleast 60 days prior to the end of a given fiscal year, an annual operating \nbudget and plan for the succeeding fiscal year for the Company in the form \napproved by the Board of Directors.\n\n                  (b)  The rights granted pursuant to Section 6 may be \nassigned to a transferee or assignee in connection with any transfer or \nassignment of Registrable Securities by a Purchaser only if such transferee \nor assignee, as appropriate, acquires at least 250,000 shares (as adjusted \nfor stock splits, stock dividends, recapitalizations and the like) of the \nCompany's Conversion Stock, provided written notice thereof is promptly given \nto the Company.\n\n\n                                     -13-\n\n\n\nNotwithstanding the foregoing, the rights to cause the Company to register \nsecurities may be assigned to any constituent partner or retired partner of a \nHolder which is a partnership, or an affiliate of a Holder which is a \ncorporation, or a family member or trust for the benefit of a Holder who is \nan individual, provided written notice thereof is promptly given to the \nCompany.\n\n                  (c)  Each of the Purchasers acknowledge and agree that any \ninformation obtained pursuant to this Section 6 which may be considered \n'inside' non-public information will not be utilized by any Purchaser in \nconnection with purchases or sales of the Company's securities except in \ncompliance with applicable state and federal securities laws.\n\n                  (d)  The covenants set forth in this Section 6 shall \nterminate and be of no further force or effect upon the consummation of a \nfirm commitment underwritten public offering or at such time as the Company \nis required to file reports pursuant to Section 13 or 15(d) of the Securities \nExchange Act of 1934, as amended, whichever shall occur first.\n\n     SECTION 7.   STANDOFF AGREEMENT.  In connection with any initial public \noffering of the Company's securities in connection with an effective \nregistration statement under the Securities Act, each Holder agrees, upon the \nrequest of the Company or the underwriters managing any underwritten offering \nof the Company's securities, not to sell, make any short sale of, loan, grant \nany option for the purchase of, or otherwise dispose of any Registrable \nSecurities of the Company (other than those included in the registration) \nwithout the prior written consent of the Company or such underwriters, as the \ncase may be, for such period of time, not to exceed one hundred eighty (180) \ndays (or such lesser period(s) as officers, directors or holders of one \npercent (1%) or more of the Company's outstanding capital stock are so \nrestricted with respect to the transfer of shares of capital stock of the \nCompany held by them) after the effective date of the registration statement \nrelating thereto.  Each of the Purchasers and each Holder agrees that the \nCompany may instruct its transfer agent to place stop-transfer notations in \nits records to enforce the provisions of this Section 7.  Notwithstanding the \nforegoing, any waiver, amendment, or termination of such lock-up arrangements \nin respect of officers, directors or 1% holders by the Company or the \nunderwriters which results in lock-up arrangements on such persons that are \nless restrictive than those imposed upon the Holders shall result in an \nequivalent pro rata (based on the  number of shares held) waiver, amendment \nor termination of the lock-up arrangements applicable to the Holders \nhereunder.\n\n     SECTION 8.   ADDITIONAL PARTIES.  The parties hereto agree that \nadditional holders of securities of the Company may, with the consent only of \nthe Company, be added as parties to this Agreement with respect to any or all \nsecurities of the Company held by them, and shall thereupon be deemed for all \npurposes 'Purchasers' hereunder; provided, however, that from and after the \ndate of this Agreement, the Company shall not: (i) without the prior written \nconsent of each Purchaser, enter into any agreement with any holder or \nprospective holder of any securities of the Company providing for the grant \nto such holder of rights superior to those granted herein or (ii) without the \nprior written consent of sixty percent (60%) of the Registrable Securities \nheld by the Series D Purchasers, amend or otherwise impinge upon the right of \nthe Series D Purchasers to trigger a Series D Registration.  Any such \nadditional party shall execute a counter-part of this Agreement, and upon \nexecution by\n\n\n                                    -14-\n\n\n\nsuch additional party and by the Company, shall be considered a Purchaser for \npurposes of this Agreement.\n\n     SECTION 9.   AMENDMENT.  Any provision of this Agreement may be amended \nor the observance thereof may be waived (either generally or in a particular \ninstance and either retroactively or prospectively), only with the written \nconsent of the Company and the Holders of sixty percent (60%) of the \nRegistrable Securities held by the Series D Purchasers and a majority of all \nother Registrable Securities not held by the Founders; provided that, (i) \nsubject to the provisions of Section 8 hereof,  no such amendment shall \nimpose or increase any liability or obligation or impair any right of a \nHolder without the consent of such Holder; and (ii) subject to the provisions \nof Section 8 hereof, no such amendment shall impose or increase any liability \nor adversely affect any rights, preferences or privileges of the Founders \nwithout the consent of a majority in interest of the Founders.  Any amendment \nor waiver effected in accordance with this Section 9 shall be binding upon \neach Holder of Registrable Securities at the time outstanding (including \nsecurities into which such securities are convertible), each future holder of \nall such securities, and the Company.\n\n     SECTION 10.  GOVERNING LAW.  This Agreement and the legal relations \nbetween the parties arising hereunder shall be governed by and interpreted in \naccordance with the laws of the State of California as applied to agreements \namong California residents entered into and to be performed entirely within \nCalifornia.\n\n     SECTION 11.  AGGREGATION OF ENTITIES.  All shares of the Company's stock \nheld or acquired by affiliated entities or persons shall be aggregated \ntogether for the purpose of determining the availability of any rights under \nthis Agreement. \n\n     SECTION 12.  ENTIRE AGREEMENT.  This Agreement constitutes the full and \nentire understanding and agreement between the parties regarding the matters \nset forth herein and terminates and supersedes, to the extent not already \nterminated and superseded, in its entirety the Prior Agreements.  Except as \notherwise expressly provided herein, the provisions hereof shall inure to the \nbenefit of, and be binding upon the successors, assigns, heirs, executors and \nadministrators of the parties hereto.\n\n     SECTION 13.  NOTICES, ETC.  All notices and other communications \nrequired or permitted hereunder shall be in writing and shall be deemed \neffectively given upon personal delivery to the party to be notified or three \n(3) days after deposit with the United States mail, by registered or \ncertified mail, postage prepaid, addressed (a) if to a Purchaser, at the \naddress or addresses of such Purchaser set forth on Exhibit A hereto, as it \nmay be amended from time to time, or at such other address as the Purchaser \nshall have furnished to the Company in writing in accordance with this \nSection 13, (b) if to a Founder, at the address of such Founder as it appears \non the books and records of the Company, (c) if to any other holder of \nConversion Stock, at such address as such holder shall have furnished the \nCompany in writing in accordance with this Section 13, or, until any such \nholder so furnishes an address to the Company, then to and at the address of \nthe last holder thereof who has so furnished an address to the Company, or \n(d) if to the Company, at its principal office, with a copy\n\n\n                                     -15-\n\n\n\naddressed to Wilson, Sonsini, Goodrich &amp; Rosati, Professional Corporation, \n650 Page Mill Road, Palo Alto, California, 94304-1050, to the attention of \nDavid J. Segre or Robert M. Tarkoff.\n\n     SECTION 14.  COUNTERPARTS.  This Agreement may be executed in any number \nof counterparts, each of which shall be an original, but all of which \ntogether shall constitute one instrument.\n\n\n                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n\n\n\n                                      -16-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7907],"corporate_contracts_industries":[],"corporate_contracts_types":[9632,9629],"class_list":["post-43857","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intraware-inc","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43857","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=43857"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43857"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43857"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43857"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}