{"id":43864,"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-rights-agreement-cyberian-outpost-inc-jeffrey.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-cyberian-outpost-inc-jeffrey","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-cyberian-outpost-inc-jeffrey.html","title":{"rendered":"Registration Rights Agreement &#8211; Cyberian Outpost Inc., Jeffrey Harrow, Michael Mufson and David Robkin"},"content":{"rendered":"<pre>\n                         REGISTRATION RIGHTS AGREEMENT\n\n     REGISTRATION RIGHTS AGREEMENT dated as of September 8, 2000 (the\n\"Agreement\"), among, CYBERIAN OUTPOST, INC. a Delaware corporation (the\n\"Parent\"), Jeffrey Harrow, Michael Mufson and David Robkin (the \"Stockholders'\nCommittee\"), and those persons listed on Schedule I attached hereto who or which\nare or become signatories hereto.\n\n     WHEREAS, on the date hereof, pursuant to the terms of an Agreement and Plan\nof Reorganization (the \"Reorganization Agreement\") dated as of September 6,\n2000, among Parent, Sydney Acquisition Sub, Inc., a Delaware corporation and\nwholly-owned subsidiary of Parent (the \"Acquisition Sub\"), CMPEXPRESS.COM, INC.,\na Pennsylvania corporation (the \"Company\") and the other parties thereto,\nproviding for, among other things, the merger of Acquisition Sub with and into\nthe Company (the \"Merger\"), with the Company surviving the Merger as a wholly-\nowned subsidiary of Parent, and the Stockholders of the Company receiving shares\nof common stock, $0.01 par value, of Parent (\"Common Stock\") in exchange for\nshares of capital stock of the Company, all in the manner set forth in and upon\nthe terms and subject to the conditions set forth in the Reorganization\nAgreement.\n\n     All capitalized terms used but not defined herein shall have the meanings\nascribed thereto in the Reorganization Agreement.\n\n     WHEREAS, pursuant to the terms of the Reorganization Agreement, the\nStockholders (the \"Parent Stockholders\" as defined below) have acquired certain\nshares of Parent's Common Stock (the \"Shares\"); and\n\n     WHEREAS, the Shares are \"restricted securities\" within the meaning of the\nSecurities Act (as defined below); and\n\n     WHEREAS, subject to the terms of the Reorganization Agreement, the Parent\nStockholders desire to be able to transfer the Shares from time to time by\nmaking offers and sales of such stock; and\n\n     WHEREAS, Parent is willing to accommodate the Parent Stockholders' desire\nto sell the  Shares from time to time by causing the Shares to be registered for\nresale from time to time on the terms and subject to the conditions set forth\nherein.\n\n     NOW, THEREFORE, in consideration of the Reorganization Agreement and for\nother good and valuable consideration, the receipt and sufficiency of which are\nhereby acknowledged, the parties hereto, intending to be legally bound, hereby\nagree as follows:\n\n1.      Definitions.\n        ----------- \n\n     As used in this Agreement, the following terms shall have the following\nmeanings:\n\n     (a) \"Commission\" shall mean the Securities and Exchange Commission or any\nother Federal agency at the time administering the Securities Act.\n\n     (b) \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended, or any successor Federal statute, and the rules and regulations of the\nCommission promulgated thereunder, all as the same shall be in effect from time\nto time.\n\n     (c) \"NASD\" shall mean the National Association of Securities Dealers, Inc.\n\n     (d) \"Parent Stockholders\" shall mean all shareholders of the Company who\nare receiving Shares in the Merger pursuant to the Reorganization Agreement and\nwho or which execute and deliver a counterpart signature page to this Agreement.\n\n     (e) \"Public Offering\" shall mean a public offering of shares of Common\nStock of Parent registered pursuant to the Securities Act.\n\n     (f) \"Registrable Shares\" shall mean Shares received by Parent Stockholders\nin the Merger including Shares received pursuant to the exercise of options\nreceived by a Parent Stockholder in the Merger, and any securities of Parent\nthat may be issued or distributed with respect to, or in exchange or\nsubstitution for, or conversion of, such Shares and such other securities issued\nor issuable with respect to such securities pursuant to a stock dividend, stock\nsplit or other distribution, merger, consolidation, recapitalization or\nreclassification or otherwise.\n\n                                       1\n\n \n     (g) \"Reorganization Agreement\" shall be deemed to mean and include the\nReorganization Agreement and any agreement of merger executed and delivered in\nconnection therewith.\n\n     (h) \"Rule 144\" shall mean Rule 144 promulgated under the Securities Act or\nany successor or complementary rule thereto.\n\n     (i) \"Securities Act\" shall mean the Securities Act of 1933, as amended, or\nany successor Federal statute, and the rules and regulations of the Commission\npromulgated thereunder, all as the same shall be in effect from time to time.\n\n     (j) \"Shares\" shall mean shares of Parent's Common Stock.\n\n2.   Registration.\n     ------------ \n\n     (a) Subject to the terms and conditions of this Agreement, Parent agrees to\nprepare and file with the Commission as soon as reasonably practicable after the\ndate hereof, but, assuming the Parent Stockholders timely provide information\nrequested of them, in no event later than sixty (60) days after the date hereof,\na registration statement on Form S-3 (or any successor form promulgated by the\nCommission) (the \"Registration Statement\") with respect to all of the\nRegistrable Shares.  The Registration Statement will permit delayed or\ncontinuous offerings pursuant to Rule 415 under the Securities Act.  Parent\nagrees to use its reasonable best efforts to have the Registration Statement\ndeclared effective as soon as practicable after such filing, but in no event\nlater than one hundred twenty (120) days after the date hereof.  Parent shall\nkeep effective the Registration Statement for a period of not less than twenty-\nfour (24) months, as extended by any period of time during which the\nRegistration Statement is not effective pursuant to Section 3.1(b) below or\notherwise, unless all of the Registrable Shares have theretofore been sold.  In\nthe event that Form S-3 becomes unavailable for use for registration of the sale\nof the Registrable Shares by the Parent Stockholders, Parent shall file and use\nits reasonable best efforts to have declared effective and to keep effective in\naccordance with the terms hereof, another form available for such registration.\n\n     (b) Parent further agrees, if necessary, to supplement and\/or amend the\nRegistration Statement from time to time, as required by Form S-3 or by the\ninstructions applicable to such registration form or by the Securities Act or\nthe rules and regulations thereunder.\n\n3.   Right of Suspension.   Notwithstanding any other provision of this\nAgreement except as provided in the last sentence of this Section, Parent shall\nhave the right at any time to prohibit or suspend offers and sales of\nRegistrable Shares whenever, and for so long as, in the reasonable judgment of\nParent (i) there exists a material development or a potential material\ndevelopment with respect to or involving Parent that Parent would be obligated\nto disclose in the prospectus or offering circular used in connection with the\nregistration statement, which disclosure would in the judgment of Parent be\npremature or otherwise inadvisable at such time, or (ii) an event has occurred\nthat makes any statement made in the registration statement or related\nprospectus or offering circular or any document incorporated or deemed to be\nincorporated therein by reference untrue in any material respect or which\nrequires the making of any changes in the registration statement, prospectus or\noffering circular so that it will not contain any untrue statement of a material\nfact required to be stated therein or necessary to make the statements therein\nnot misleading or omit to state any material fact required to be stated therein\nor necessary to make the statement therein, in the light of the circumstances\nunder which they were made, not misleading.  To effect such suspension or\nprohibition, Parent shall deliver a certificate in writing to the Parent\nStockholders and, upon receipt of such certificate, the use of the registration\nstatement and prospectus or offering circular, as the case may be, will be\ndeferred or suspended and will not recommence until (x) such Parent\nStockholders' receipt from Parent of copies of the supplemented or amended\nprospectus or offering circular or (y) such Parent Stockholders are advised in\nwriting by Parent that the prospectus or offering circular may be used.  Parent\nmay prohibit or suspend offers and sales of Registrable Securities for a period\nof not longer than thirty (30) days (the \"Blackout Period\"); provided, however,\nthat Parent shall not utilize the right described in this Section 3 more than\ntwice in any twelve (12)-month period and shall not utilize this right for the\nsecond time until at least sixty (60) days following the end of the first such\nBlackout Period.\n\n4.   Filing Obligations of Parent.  In connection with any registration of\nthe Registrable Shares effected pursuant to Section 2 Parent shall:\n\n     (a) prepare and file with the Commission the registration statement and\nsuch amendments and supplements to the registration statement and the prospectus\nor offering circular used in connection therewith as may be necessary to keep\nthe registration statement current and effective for a period of twenty-four\n(24) months (or sooner if all securities covered by such registration statement\nhave been earlier sold) and to comply with the provisions of the Securities Act\nand the rules and regulations thereunder with respect to the disposition of all\nthe Registrable Shares covered by the registration statement for the period\nrequired to effect the distribution thereof, and to use its best efforts to make\nany corrections or updates to the registration statement or prospectus as\npromptly as practicable;\n\n                                       2\n\n \n     (b) furnish to the Parent Stockholders such number of copies of any\nprospectus or offering circular, including a preliminary prospectus, and of a\nfull registration statement and exhibits in conformity with the requirements of\nthe Securities Act and rules and regulations thereunder, as each Parent\nStockholder may reasonably request in order to facilitate the disposition of the\nRegistrable Shares;\n\n     (c) use its best efforts to register or qualify the Registrable Shares\ncovered by the registration statement under the securities or blue sky laws of\nsuch state jurisdictions of the United States as the Stockholders may reasonably\nrequest, and accomplish any and all other acts and things which may be necessary\nor advisable to permit sales in such jurisdictions of such Registrable Shares\nand to keep such registration or qualification in effect for so long as the\nregistration statement remains in effect; provided, however, that Parent shall\nnot be required to consent to general service of process for all purposes, or to\nqualify as a foreign corporation, in any jurisdiction where it is not then\nqualified or to register or qualify the Registrable Shares covered by such\nregistration statement in any jurisdiction which would require Parent to amend\nits certificate of incorporation or by-laws or covenant or undertake to do any\nother act or make any other change regarding its capitalization or share\nownership prior to the effectiveness of such registration or qualification;\n\n     (d) if such registration is an underwritten public offering, to enter into\nan underwriting agreement in form and substance customary under the\ncircumstances.\n\n     (e) use its best efforts to cause the Shares to be included for quotation\non the Nasdaq National Market or such other exchange on which Parent's Common\nStock may then be listed.\n\n5.   Conditions to Registration Obligations.   Parent shall not be obligated\nto effect the registration of the Registrable Shares pursuant to Section 2\nunless the Parent Stockholders consent to customary conditions of a reasonable\nnature that are imposed by Parent, including, but not limited to, the following:\n\n     (a) conditions prohibiting each Parent Stockholder from effecting sales of\nthe Registrable Shares upon receipt of telegraphic or written notice from Parent\nthat (i) it is required by law to correct or update the registration statement\nor prospectus, (ii) there exists a material development or potential material\ndevelopment with respect to or involving Parent that Parent would be obligated\nto disclose in the registration statement or prospectus which disclosure would\nin the good faith reasonable judgment of Parent be premature or otherwise\ninadvisable at such time, or (iii) an event that has occurred that makes any\nstatement made in the prospectus or registration statement or any document\nincorporated or deemed to be incorporated therein by reference untrue in any\nmaterial respect or which requires the making of any changes in the registration\nstatement or prospectus so that it will not contain any untrue statement of a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading or omit to state any material fact required to be stated\ntherein or necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading, in each case until\nParent has completed the necessary correction or updating;\n\n     (b) if such registration is an underwritten public offering, conditions\nrequiring each Parent Stockholder to execute a power of attorney and custody\narrangement with respect to Registrable Shares to be registered prior to the\nfiling of the registration statement; and\n\n     (c) if such registration is an underwritten public offering, conditions\nrequiring each Parent Stockholder to enter into an underwriting agreement in\nform and substance customary under the circumstances.\n\n6.   Underwriting Agreement.  If  the registration of shares of Common Stock\nunder the Securities Act for sale to the public is effected pursuant to an\nunderwritten Public Offering, if requested by the managing underwriter in such\nPublic Offering of all holders of shares of Common Stock covered by the\nregistration statement, no Parent Stockholder shall publicly sell, make any\nshort sale of, grant any option for the purchase of, or otherwise dispose of any\nRegistrable Shares (other than those shares of Common Stock included in such\nregistration pursuant to Section 2) without the prior written consent of Parent\nfor such period requested by the managing underwriter and designated by Parent\nin writing to the Parent Stockholders, which period shall not last more than the\nshorter of (i) one hundred eighty (180) days after the effective date of such\nregistration statement or (ii) the shortest period for which any Parent\nexecutive is restricted from sales.  Notwithstanding the foregoing, to the\nextent that any Parent Stockholder enters into an underwriting agreement that\ncontains provisions covering one or more issues addressed in this Section 6, the\nprovisions contained in such underwriting agreement shall control as to the\nparty or parties so entering into such underwriting agreement.  Provided however\nthat such a lock-up shall only be applicable to any one underwritten public\noffering in any twelve (12)-month period.\n\n7.   Information Provided by the Parent Stockholders.  Whenever under this\nAgreement Registrable Shares are being registered, each Parent Stockholder, as a\ncondition to the inclusion of Registrable Shares held by such Parent Stockholder\nin such registration, shall provide Parent on a timely basis with such\ninformation and materials as Parent may reasonably request in order \n\n                                       3\n\n \nto effect the registration of the Registrable Shares and Parent shall not be\nobligated to register the Registrable Shares if the Parent Stockholders fail\nafter written request to provide such information and materials to Parent.\n\n8.   Stockholders' Committee.  Pursuant to Section 8.6 of the Reorganization\nAgreement, the Parent Stockholders have constituted and appointed as their\nagents and attorneys-in-fact (who, by execution of this Agreement, will be\ndeemed to accept such appointment) a committee of three persons, to consist\ninitially of  Jeffrey Harrow, Michael Mufson and David Robkin and such other\npersons as from time to time may be designated in substitution therefor as the\n\"Stockholders' Committee\" with full power and authority to take all action\nrequired or permitted under this Agreement (including, but not limited to, the\ngiving and receipt of all notices, consents or responses provided for hereunder\nand the execution and delivery of all documents, including any amendments hereto\nand any agreements and releases in connection with the settlement of disputes\nhereunder and any stock powers or other documents required to be executed in\nconnection with the registration of the Registrable Shares).  The vote of a\nmajority of the Stockholders' Committee shall be required to take any action on\nbehalf of the Parent Stockholders pursuant to the authority granted to them\nunder Section 8.6 of the Reorganization Agreement and this Section 8.\n\n9.   Rule 144.  With a view to making available to the Parent Stockholders\nthe benefits of Rule 144 under the Securities Act, Parent agrees to use\ncommercially reasonable efforts to make available adequate current public\ninformation with respect to it within the meaning of, and as required pursuant\nto, Rule 144(c).\n\n10.  Terms and Conditions of Registration.  In connection with any\nregistration pursuant to this Agreement, and subject to the other terms and\nconditions of this Agreement, including, but not limited to, Section 2 and 4\nhereof, Parent shall in its sole discretion determine the terms and conditions\nof such registration, including, without limitation, the timing thereof; the\nscope of the offering contemplated thereby (i.e., whether the offering shall be\na combined primary offering and a secondary offering or limited only to a\nsecondary offering); the manner of distribution of Registrable Shares consistent\nwith the plan of distribution agreed upon by Parent and the Parent Stockholders;\nthe period of effectiveness of registration for permissible sales of Registrable\nSecurities thereunder subject to the provisions of Section 4(a) hereof; and all\nother material aspects of the registration and the registration process to the\nextent consistent herewith.  In connection therewith, Parent may require that\nany such registration be underwritten, in which event (i) the managing\nunderwriter shall be selected by Parent and (ii) the inclusion of Registrable\nShares in such registration shall be conditioned upon each holder thereof\nentering into an underwriting agreement in customary form with such underwriters\nparticipating in such registration.\n\n11.  Expenses.  All expenses incurred by Parent in effecting a registration\nunder this Agreement, including, without limitation, all registration and filing\nfees (including all expenses incident to filing with the NASD), fees and\nexpenses of complying with securities and \"blue-sky\" laws, printing expenses,\nthe fees and expenses of counsel and accountants, shall be borne by Parent;\nprovided, however, that under all circumstances all underwriting discounts,\nincome and transfer taxes, if any, and selling commissions participating in any\nregistration under this Agreement shall not be borne by Parent but shall be\nborne solely by each Parent Stockholder in proportion to the number of\nRegistrable Shares held by each Parent Stockholder and included in such\nregistration.\n\n12.  Indemnification.\n\n     (a) In connection with any registration of any Registrable Shares under the\nSecurities Act pursuant to this Agreement, Parent shall indemnify and hold\nharmless the Parent Stockholders and in the case of a Parent Stockholder that is\nnot a natural person, such Parent Stockholder's directors and officers, each\nunderwriter, broker or other person acting on behalf of the Stockholders and\neach person that controls any of the foregoing (the \"Stockholder Indemnified\nPersons\") against any losses, claims, damages or liabilities, joint or several\n(or actions in respect thereof), to which the Stockholder Indemnified Persons\nmay become subject under the Securities Act or otherwise, insofar as such\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out\nof or are based upon an untrue statement or alleged untrue statement of a\nmaterial fact contained in the registration statement under which such\nRegistrable Shares were registered under the Securities Act, any preliminary\nprospectus or final prospectus contained therein or otherwise filed with the\nCommission, any amendment or supplement thereto or any document incident to\nregistration or qualification of any Registrable Shares, or arise out of or are\nbased upon the omission or alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading or, with respect to any prospectus, necessary to make the statements\ntherein in light of the circumstances under which they were made not misleading,\nor any violation by Parent of the Securities Act or state securities or \"blue-\nsky\" laws applicable to Parent and relating to action or inaction required of\nParent in connection with such registration or qualification under the\nSecurities Act or state securities or \"blue-sky\" laws, and Parent will reimburse\nsuch Indemnified Persons for any legal or other expenses reasonably incurred by\nthem in connection with investigating or defending any such loss, claim, damage\nor liability; provided, however, that Parent shall not be liable in any such\ncase to the extent that any such loss, claim, damage, liability or action arises\nout of or is based upon an untrue statement or alleged untrue statement or\nomission or alleged omission made in said registration statement, preliminary\nprospectus, final prospectus, amendment, supplement or document incident to\nregistration or qualification of any Registrable Shares in reliance upon and in\nstrict conformity with written information furnished to Parent by the Parent\nStockholders with respect to information regarding the Parent Stockholders\nexpressly for inclusion therein.\n\n                                       4\n\n \n     (b) In connection with any registration of Registrable Shares under the\nSecurities Act pursuant to this Agreement, each Parent Stockholder shall\nseverally and not jointly indemnify and hold harmless Parent, each director of\nParent, each officer of Parent, each underwriter, broker or other person acting\non behalf of Parent and each person who controls any of the foregoing persons\nwithin the meaning of the Securities Act against any losses, claims, damages or\nliabilities joint or several (or actions in respect thereof), insofar as such\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out\nof or are based upon an untrue statement or alleged untrue statement of a\nmaterial fact contained in the registration statement under which such\nRegistrable Shares were registered under the Securities Act, any preliminary\nprospectus or final prospectus contained therein or otherwise filed with the\nCommission, any amendment or supplement thereto or any document incident to\nregistration or qualification of any Registrable Shares, or arise out of or are\nbased upon the omission or alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading or, with respect to any prospectus, necessary to make the statements\ntherein in light of the circumstances under which they were made not misleading,\nto the extent, but only to the extent, such statement or omission was made in\nreliance upon and in strict conformity with written information furnished to\nParent or such underwriter by such Parent Stockholder for use in connection with\nsuch registration statement, preliminary prospectus, final prospectus,\namendment, supplement or document, unless such Parent Stockholder failed to\ndeliver such amendment or supplement to a prospective purchaser, and such\ninformation has not been corrected in a subsequent writing that was received by\nParent in sufficient time to amend or supplement such registration statement,\npreliminary prospectus, final prospectus, amendment, supplement or document, and\nsuch Indemnified Persons shall, jointly and severally, reimburse Parent for any\nlegal or other expenses reasonably incurred by it in connection with\ninvestigating or defending any such loss, claim, damage, or liability; provided\nthat the maximum liability of such Parent Stockholder under this Section 12(b)\nshall be limited to an amount equal to the gross proceeds received by such\nStockholder upon the sale of Registrable Shares by such Stockholder pursuant to\nsuch registration.\n\n     (c) Promptly after receipt by an indemnified party of notice of the\ncommencement of any action involving a claim referred to in the preceding\nparagraphs of this Section 12, such indemnified party will, if a claim in\nrespect thereof is made against an indemnifying party, give written notice to\nthe latter of the commencement of such action.  In case any such action is\nbrought against an indemnified party, the indemnifying party will be entitled to\nparticipate in and to assume the defense thereof, jointly with any other\nindemnifying party similarly notified to the extent that it may wish, with\ncounsel reasonably satisfactory to such indemnified party, and after notice from\nthe indemnifying party to such indemnified party of its election so to assume\nthe defense thereof, the indemnifying party shall not be responsible for any\nlegal or other expenses subsequently incurred by the indemnified party in\nconnection with the defense thereof; provided, however, that an indemnified\nparty shall have the right to retain its own counsel, with the reasonable fees\nand expenses to be paid by the indemnifying party, if such indemnified party\nshall have reasonably concluded that representation of such indemnified party or\nparties by the counsel retained by the indemnifying party or parties would be\ninappropriate due to actual or potential differing interests between such\nindemnified party or parties and any other party represented by such counsel in\nsuch proceeding.\n\n     (d) If the indemnification provided for in this Section 12 is held by a\ncourt of competent jurisdiction to be unavailable to an indemnified party with\nrespect to any loss, claim, damage, liability or action referred to herein, then\nthe indemnifying party, in lieu of indemnifying such indemnified party\nhereunder, shall contribute to the amounts paid or payable by such indemnified\nparty as a result of such loss, claim, damage, liability or action in such\nproportion as is appropriate to reflect the relative fault of the indemnifying\nparty on the one hand and of the indemnified party on the other in connection\nwith the statements or omissions which resulted in such loss, claim, damage,\nliability or action as well as any other relevant equitable considerations.  The\nrelative fault of the indemnifying party and of the indemnified party shall be\ndetermined by reference to, among other things, whether the untrue or alleged\nuntrue statement of a material fact or the omission or alleged omission to state\na material fact relates to information supplied by the indemnifying party or by\nthe indemnified party and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such statement or omission.\nNo person guilty of fraudulent misrepresentation (within the meaning of Section\n12(f) of the Securities Act) shall be entitled to contribution from any person\nwho was not guilty of such fraudulent misrepresentation.\n\n13.  Successors and Assigns.  This Agreement shall bind and inure to the\nbenefit of Parent, the Parent Stockholders and, subject to Section 13, the\nrespective successors, permitted assigns, heirs and legal representatives (as\nthe case may be) of Parent and each Parent Stockholder.\n\n14.  Confidentiality.  Each Parent Stockholder and each member of the\nStockholders' Committee hereby agrees to and shall keep strictly confidential\nand will not disclose or divulge any confidential, proprietary or secret\ninformation which such Parent Stockholder or member of the Stockholders'\nCommittee may obtain from Parent in connection with this Agreement, unless\nrequired to be disclosed by law or pursuant to any judgment, order, subpoena or\ndecree of any court having competent jurisdiction, or unless such information is\nor becomes publicly known (other than as a result of this Section 15), or unless\nParent gives its written consent to the release by such Parent Stockholder or\nmember of the Stockholders' Committee of such information, except that no such\nwritten consent shall be required (and such Parent Stockholder or member of the\nStockholders' Committee shall be free to release such information) if such\ninformation is to be provided to the lawyer or accountant of such Parent\nStockholder or member of the Stockholders' Committee who are instructed to\ncomply with this provision. Each \n\n                                       5\n\n \nStockholder and each member of the Stockholders' Committee shall be responsible\nfor making sure its lawyer and accountant comply with this Section 15.\n\n15.  Assignment.  The Parent Stockholders may not assign their rights under\nthis Agreement to any purchaser or transferee of Restricted Securities without\nthe prior written consent of Parent; provided, however, that (i) upon the death\nof a Parent Stockholder, such Parent Stockholder's rights under this Agreement\nshall be transferred to the person(s) who receive such Parent Stockholder's\nShares under the laws of descent and distribution, (ii) a Parent Stockholder may\nassign such Parent Stockholder's rights under this Agreement to any organization\nqualified under Section 501(c)(3) of the Internal Revenue Code to which the\nParent Stockholder transfers Registrable Shares or in connection with an estate\nplanning transaction, (iii) a Parent Stockholder may transfer its rights under\nthis Agreement to any transferee of 100,000 or more of the Registrable Shares\n(subject to an appropriate adjustment based on stock dividends, stock splits and\nother similar transactions after the date hereof) who agrees in writing to be\nbound by the terms of this Agreement to the same extent as if such transferee\nwere a Parent Stockholder and (iv) pro rata distribution of Registrable Shares\nwithout additional consideration to the general and limited partners,\nshareholders or trust beneficiaries of a Parent Stockholder shall not be deemed\na sale or transfer for purposes of this Section 16 and such persons shall be\nentitled to the same rights under this Agreement as the initial Parent\nStockholder from which the Registrable Shares were received were entitled to and\nshall be deemed a Parent Stockholder for the purposes of this Agreement.\n\n16.  Entire Agreement.  This Agreement and the Reorganization Agreement and\nthe other writings referred to herein and therein contain the entire agreement\namong the parties with respect to the subject matter hereof and supersede all\nprior and contemporaneous arrangements or understandings with respect thereto.\n\n17.  Notices.  All notices, claims, certificates, requests, demands and other\ncommunications hereunder shall be in writing and deemed to be sufficient if\ndelivered personally, by telecopier, sent by internationally-recognized\novernight courier or mailed by registered or certified mail (return receipt\nrequested), postage prepaid, or by electronic mail, with a copy thereof to be\nsent by mail (as aforesaid) within 24 hours of such electronic mail, to the\nparties at the following addresses:\n\n                                       6\n\n \n(a)  If to Parent to:\n                         CYBERIAN OUTPOST, INC.\n                         23 North Main Street, PO Box 636\n                         Kent, Connecticut 06757\n                         Telecopier: (860) 927-8229\n                         E-mail:     kate@outpost.com\n                         Attention:  Katherine N. Vick,\n                                     Executive Vice President\n\nwith a copy to:\n                         Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.\n                         One Financial Center\n                         Boston, MA  02111\n                         Telecopier: (617) 542-2241\n                         E-mail:     mlfantozzi@mintz.com\n                         Attention:  Michael L. Fantozzi, Esq.\n\n(b)  If to the Stockholders' Committee to:\n                         Jeffrey Harrow\n                         670 Dodds Lane\n                         Gladwyne, PA 19035\n                         Telecopier: (610) 499-1916\n\n                         Michael Mufson\n                         Janney Montgomery Scott, Inc.\n                         1801 Market Street\n                         Philadelphia, PA 19103\n                         Telecopier: (215) 665-6197\n\n                         David Robkin\n                         Libery Venture Partners\n                         2005 Market Street, 2nd floor\n                         Philadelphia, PA 19103\n                         Telecopier: (215) 282-4485\n\n                         Morgan Lewis &amp; Bockius\n                         1701 Market Street\n                         Philadelphia, PA  19013-2921\n                         Telecopier:  (215) 963-5299\n                         E-Mail:    rsilfen@morganlewis.com\n                         Attention: Richard A. Silfen, Esquire\n\nor to such other address as the party to whom notice is to be given may have\nfurnished to the other parties hereto in writing in accordance herewith.  Any\nsuch notice or communication shall be deemed to have been delivered and received\n(i) in the case of personal delivery, on the date of such delivery, (ii) in the\ncase of nationally-recognized overnight courier, the next business day after the\ndate when sent, (iii) in the case of facsimile transmission or telecopier or\nelectronic mail, upon confirmed receipt and (iv) in the case of mailing, on the\nthird business day following that on which the piece of mail containing such\ncommunication is posted.  As used in this Section 18, \"business day\" shall mean\nany day other than a day when banking institutions in the United States are\nlegally closed for business.\n\n18.   Modifications; Amendments; Waivers. The terms and provisions of this\nAgreement may only be amended or waived either (a) with the written consent of\nParent and the Stockholders' Committee, or (b) in a writing by the party or\nparties against whom such amendment or waiver is sought to be enforced.\n\n19.  Counterparts. This Agreement may be executed in any number of counterparts,\nand each such counterpart hereof shall be deemed to be an original instrument,\nbut all such counterparts together shall constitute but one agreement.\n\n20.  Headings. The headings of the various sections of this Agreement have been\ninserted for convenience of reference only and shall not be deemed to be a part\nof this Agreement.\n\n                                       7\n\n \n21.  Governing Law; Submission to Jurisdiction. This Agreement shall be governed\nby and construed in accordance with the laws of the State of Delaware (without\nreference to any principles of conflicts of laws). The parties hereto hereby\nagree that any suit, action or proceeding instituted with respect to this\nAgreement shall be brought only in a Federal court or state court located in the\nState of Delaware.\n\n               [Remainder of this Page Intentionally Left Blank]\n\n                                       8\n\n \n                              CYBERIAN OUTPOST, INC.\n\n\n\n                              By:   \/s\/ Robert A. Bowman\n                                ----------------------------\n                              Name:  Robert A. Bowman\n                              Title:  President and Chief Executive Officer\n\n\n                              STOCKHOLDERS' COMMITTEE\n\n\n                              By: \/s\/ Jeffery Harrow\n                                  -------------------\n                                  Jeffrey Harrow\n\n\n                              By: \/s\/ Michael Mufson\n                                  ------------------\n                                  Michael Mufson\n\n\n                              By: \/s\/ David Robkin\n                                  ----------------\n                                  David Robkin\n\n                                       9\n\n \nSCHEDULE I\n\nSTOCKHOLDERS\n \nDianne Chewning\nDennis Flanagan\nJeffrey Harrow\nTed Kaminer\nBryn Kaufman\nWalter Kaufman\nLiberty Ventures I, L.P.\nEric Lorenzoni\nSean McGilloway\nJanney Montgomery Scott LLC\nJanney Montgomery Scott LLC, as nominee\nThomas Morse\nMichael Mufson\nBrad Oberwager\nNancy Patterson\nDavid Robkin\nRichard Vague\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7254],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9632,9629],"class_list":["post-43864","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cyberian-outpost-inc","corporate_contracts_industries-retail__electronics","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\/43864","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=43864"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43864"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43864"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43864"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}