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EXHIBIT 99.7
Execution Version
Management Rights Agreement
This MANAGEMENT RIGHTS AGREEMENT ("Agreement") is entered into as of
December 29, 2000, by and between Emergent Information Technologies, Inc. a
California corporation (the "Company"), and Libra Mezzanine Partners II-A, L.P.,
a Delaware limited partnership ("Fund").
RECITALS
A. Fund's organizational documents require that Fund have and
maintain the status of a "venture capital operating company" as defined in the
Department of Labor Regulations, Section 2510.3-101(d) (the "Regulations").
B. The Regulations require that a venture capital operating company
must have direct contractual rights to participate in or substantially influence
the conduct of the management of its portfolio companies.
C. Fund contemplates making a loan of $1.2 million to the Company in
exchange for a Promissory Note and common stock equity in the Company pursuant
to a Note and Stock Purchase Agreement of even date herewith.
D. In order to induce Fund or affiliates to make the aforementioned
loan, the Company has agreed to provide management rights to Fund, effective as
of the date hereof.
NOW THEREFORE, the parties hereto agree that Fund will be entitled to
the following contractual management rights, in addition to inspection rights,
and other rights ultimately provided to all Holders in connection with the Note
and Stock Purchase Agreement:
(1) Fund shall be entitled to (a) consult with and advise management
of the Company on significant business issues, including management's proposed
annual and quarterly operating plans, and (b) meet with management at the
Company's facilities within thirty days after the end of each fiscal quarter and
at such other mutually agreeable times requested by Fund so that Fund may
consult with and advise the Company regarding such significant business issues
and review, on a quarterly basis, progress in achieving said plans;
(2) Fund shall be entitled to (a) examine the books of account,
records, reports and other papers of the Company and inspect its facilities, and
may request information at reasonable times and intervals concerning the general
status of the Company's financial condition and operations, and (b) discuss the
Company's business and finances with its officers, as often as may reasonably be
requested; provided that access to highly confidential proprietary information
and facilities need not be provided except to the extent provided to all Holders
under the Note and Stock Purchase Agreement;
1 Libra/Emergent
Management Agreement
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Execution Version
(3) If Fund is not represented on the Company's Board of Directors,
the Company shall invite a representative of Fund to attend all meetings of its
Board of Directors in a nonvoting observer capacity and, in this respect, shall
give such representative copies of all notices, minutes, consents, and other
material that it provides to its directors. Such representative may participate
in discussions of matters brought to the Board. Upon reasonable notice and at a
scheduled meeting of the Board or such other time, if any, as the board may
determine in its sole discretion, such representative may address the Board with
respect to Fund's concerns regarding business issues facing the Company.
(4) Fund shall have the right to submit proposals or suggestions to
the management of the Company from time to time with the requirement that
management discuss such proposals or suggestions with Fund within a reasonable
time after submission.
(5) Sections 6.01, 6.03 and 6.15 of the Note and Stock Purchase
Agreement (or successor provisions to such Sections) may not be amended in any
respect without the consent of Fund.
Fund agrees, and any representative of Fund will agree, to hold in
confidence and trust and not use or disclose any confidential information
provided to or learned by it in connection with its rights under this Agreement.
The rights described herein are effective as of the date of this
agreement, and shall terminate and be of no further force or effect upon full
payment of the Notes in cash.
The confidentiality provisions hereof will survive any such
termination.
IN WITNESS WHEREOF the parties hereto have hereby executed this
Agreement as of the date first above written.
Libra Mezzanine Partners II-A, L.P., Emergent Information Technologies, Inc.,
a Delaware limited partnership, a California corporation
By: Libra Investors III-A, LLC,
its general partner By: /s/ Steven Myers
Steven Myers
Chairman
By: /s/ Michael A. Kane
Michael A. Kane
Managing Director
2 Libra/Emergent
Management Agreement
