UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
REALTY INFORMATION GROUP, INC.
------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
75612B 10 7
-----------
(CUSIP Number)
Jeffrey Mann, Esq.
Graham & James LLP
885 Third Ave., 24th Floor
New York, N.Y. 10022
(212) 848-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 1998
------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
<PAGE>
CUSIP NO. 75612B 10 7 SCHEDULE 13D Page 2 of 5
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON FOUNDERS/RIG, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* oo and See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER 1,158,375
and See Item 3 below
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 1,158,375
And See Item 3 below
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,158,375
and See Item 3 below
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
and See Item 3 below
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Statement on Schedule 13D relates to the beneficial ownership of the
<PAGE>
Page 3 of 5
common stock, par value $.01 per share (the "Common Stock"), of Realty
Information Group, Inc., a Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
Common Stock issued by the Company, which has its principal executive office at
7875 Wisconsin Avenue, Bethesda, MD 20814.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Founders/RIG, L.L.C., a Delaware limited
liability company ("Founders"), with an office located at 711 Fifth Avenue, 14th
Floor, New York, N.Y. 19922.
Founders is engaged in identifying, for acquisition, data based
businesses involved in commercial and industrial real estate. The managing
members of Founders are Mr. Warren H. Haber ("Haber"), Mr. John L. Teeger
("Teeger"), and Mr. John D. White, Jr. ("White")(each, a "Managing Member"; and
collectively, the "Managing Members"). Haber (a Director of the Company) and
Teeger are officers and directors of Founders Equity, Inc., and its affiliates,
private investment concerns engaged in the business of identifying businesses
for acquisition in principal transactions, and managing such businesses for its
own account. The business address for Haber and Teeger is 711 Fifth Avenue, 14th
Floor, New York, N.Y. 19922. White is engaged in the business of investment
banking. The business address for White is 599 Lexington Ave., 41st Floor, New
York, N.Y. 10022. The Managing Members of Founders are citizens of the United
States of America.
Neither Founders, nor, to the best of Founders' knowledge or belief,
any of the Managing Members has, during the last five years, either (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds are being used by Founders or any of the Managing Members in
connection with any acquisition of shares of Common Stock. Rather, pursuant to
an Agreement and Plan of Contribution, dated March 5, 1998 (the "Contribution
Agreement"), Founders and all of the other investors (including each of the
Managing Members) in two related entities -- Realty Information Group, L.P.
("RIGLP")and OLD RIG, Inc. ("RIGINC") -- agreed to exchange their partnership
units in RIGLP and/or their shares of RIGINC for shares of the Company. On July
7, 1998, in connection with the initial public offering of 2,500,000 shares of
the Common Stock of the Company, Founders exchanged
<PAGE>
Page 4 of 5
382,302 units in RIGLP for 1,158,375 shares of Common Stock of the Company.
(See also Item 5).
ITEM 4. PURPOSE OF TRANSACTION.
Founders and the Managing Members exchanged their units in RIGLP for
shares of Common Stock of the Company solely to facilitate the consolidation of
RIGLP and RIGINC with and into the Company so as to facilitate a public offering
of 2,500,000 shares of Common Stock of the Company. Founders and/or each of the
Managing Members may sell some or all of their shares of Common Stock, either in
the open market or in private transactions depending on such holder's evaluation
of the Company's business, prospects and financial condition, the market for
such holder's shares of the Common Stock, other opportunities, general economic
conditions, stock market conditions and further developments. Founders' ability
to sell any of its shares of Common Stock is, however, subject to the terms of a
lock-up agreement entered into between Founders and Allen & Company Incorporated
(on behalf of the underwriters of the public offering), dated June 22, 1998. The
lock-up expires on or about February 17, 1999.
Other than as described above, neither Founders nor any of the Managing
Members has any present plans or proposals that relate to or would result in any
of the actions described in Item 4(a) through (j) of Schedule 13D under Rule
13d-1(a).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) Founders is the beneficial owner of 1,158,376 shares of the
Company's Common Stock which represents approximately 13.9% of the outstanding
shares of Common Stock of the Company as of July 7, 1998. Haber (excluding the
adult children) is the beneficial owner of 142,328 shares, of which 104,634
shares are owned directly by him and 18,847 are owned indirectly by him through
Founders and 18, 847 are owned indirectly by his spouse through founders, of
Common Stock of the Company which represents less than 1% of the outstanding
shares of Common Stock of the Company as of July 7, 1998. Teeger (excluding his
adult children) is the beneficial owner of 78,018 shares, of which 54,822 shares
are held directly by him and the balance is owned indirectly through Founders,
of Common Stock of the Company which represents less than 1% of the outstanding
shares of Common Stock of the Company as of July 7, 1998. White is the
beneficial owner of 70,870 shares, of which 62, 171 shares are held directly by
him and the balance is owned by him and his spouse indirectly through Founders,
of Common Stock of the Company which represent less than 1% of the outstanding
shares of Common Stock of the Company as of July 7, 1998. Additionally, each
Managing Member has a beneficial interest that is less than 5% in Founders, and
the aggregate total of all of the Managing Members' beneficial interest in
founders is less than 5%.
<PAGE>
Page 5 of 5
(b) Founders has the sole power to vote or direct the disposition of
its shares of Common Stock of the Company. Each of Harber, White and Teger have
the sole power to vote or direct the disposition of their respective shares
of Common Stock of the Company owned directly by them.
(c) See Item 4 above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On March 5, 1998, Founders and other investors including the Managing
Members entered in the Contribution Agreement (see Item 3 above). On June, 22,
1998, Founders and each of the Managing Members entered into the Lock-Up
Agreement. On December 3, 1996, Founders, RIGLP, RIGINC, and other entities
entered into a Registration Rights Agreement. A copy of the Contribution
Agreement, a copy of the Registration Rights Agreement, and a copy of the
Lock-Up Agreement are attached hereto as, respectively, Exhibits 1, 2, and 3 and
are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Contribution, dated March 5,
1998, by and among the limited partners of RIGLP and
the shareholders of RIGINC.
Exhibit 2 Registration Rights Agreement, dated December 3, 1996,
by and among Founders, RIGLP, RIGINC, Law Bulletin
Publishing Company, and RIG Holdings, LLC.
Exhibit 3 Lock-Up Agreement, dated June 22, 1998, between
Founders and Allen & Company Incorporated.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 17, 1998
FOUNDERS/RIG, L.L.C.
By: /s/ John L. Teeger
__________________________
Name: John L. Teeger
Title: Managing Member
AGREEMENT AND PLAN OF CONTRIBUTION
BY AND AMONG
REALTY INFORMATION GROUP, INC.
AND
THE LIMITED PARTERS OF REALTY INFORMATION GROUP, L.P. NAMED HEREIN
AND
THE STOCKHOLDERS OF OLD RIG, INC. NAMED HEREIN
EFFECTIVE AS OF MARCH 5, 1998
<PAGE>
TABLE OF CONTENTS
ARTICLE I.
PLAN OF CONTRIBUTION...........................................................2
1.1 THE CONTRIBUTION.............................................2
1.2 CONSIDERATION................................................2
1.3 OWNERS' REPRESENTATIVE.......................................3
1.4 ACCOUNTING TERMS.............................................3
ARTICLE II.
CLOSING........................................................................3
2.1 LOCATION AND DATE............................................3
2.2 DELIVERIES...................................................4
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE .........................................4
3.1 DUE ORGANIZATION.............................................4
3.2 AUTHORIZATION; VALIDITY......................................5
3.3 NO CONFLICTS.................................................5
3.4 CAPITAL STOCK................................................5
3.5 ABSENCE OF CLAIMS AGAINST COMPANY............................6
3.6 SECURITIES REPRESENTATIONS...................................6
ARTICLE IV.
REPRESENTATIONS OF PARENT.....................................................6
4.1 DUE ORGANIZATION.............................................6
4.2 AUTHORIZATION; VALIDITY OF OBLIGATIONS.......................6
4.3 NO CONFLICTS.................................................7
4.4 CAPITALIZATION OF PARENT AND OWNERSHIP OF PARENT STOCK.......7
ARTICLE V.
COVENANTS......................................................................8
5.1 COOPERATION..................................................8
5.2 NOTIFICATION OF CERTAIN MATTERS..............................8
<PAGE>
5.3 TERMINATION OF CERTAIN AGREEMENTS............................8
5.4 AMENDMENT OF REGISTRATION RIGHTS.............................8
ARTICLE VI.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT..................................9
6.1 NO LITIGATION................................................9
6.2 CONSENTS AND APPROVALS.......................................9
6.3 REGISTRATION STATEMENT.......................................9
6.4 IPO..........................................................9
6.5 TENDER.......................................................9
ARTICLE VII.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CONTRIBUTING
PARTIES.......................................................................10
7.1 NO LITIGATION...............................................10
7.2 CONSENTS AND APPROVALS......................................10
7.3 REGISTRATION STATEMENT......................................10
7.4 IPO.........................................................10
7.5 LEGAL OPINION...............................................10
ARTICLE VIII.
GENERAL.......................................................................11
8.1 TERMINATION.................................................11
8.2 EFFECT OF TERMINATION.......................................11
8.3 SUCCESSORS AND ASSIGNS......................................11
8.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER.........................12
8.5 COUNTERPARTS................................................12
8.6 BROKERS AND AGENTS..........................................12
8.7 NOTICES.....................................................12
8.8 GOVERNING LAW...............................................13
8.9 SEVERABILITY................................................14
8.10 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS...................14
8.11 FURTHER REPRESENTATIONS.....................................14
8.12 EFFECTIVENESS OF REPRESENTATIONS WARRANTIES. ...............15
ii
<PAGE>
AGREEMENT AND PLAN OF CONTRIBUTION
THIS AGREEMENT AND PLAN OF CONTRIBUTION (the "Agreement") is made and
effective as of this 5th day of March, 1998, by and among Realty Information
Group, Inc., a Delaware corporation ("Parent"), formerly known as Realty
Information Group (Delaware), Inc., the undersigned limited partners of Realty
Information Group, L.P. (the "Contributing Partners"), and the undersigned
stockholders of OLD RIG, Inc. (the "Contributing Stockholders" and, collectively
with the Contributing Partners, the "Contributing Parties"), formerly known as
Realty Information Group, Inc.
BACKGROUND
A. Parent was incorporated on February 2, 1998 (the "Formation") under the
laws of the State of Delaware for the purpose of acquiring certain commercial
real estate information businesses; and
B. The Contributing Parties are security holders of one or more of the
predecessors of Parent, each of which was formed with the express expectation of
the parties that such entity's equity interests might be converted into common
stock of a corporation in connection an initial public offering.
C. Parent intends to undertake an initial public offering of its common
stock (the "IPO") in April or May, 1998 and in connection therewith intends to
file a Registration Statement on Form S-1 with the Securities and Exchange
Commission promptly following the execution of this Agreement; and
D. The Contributing Stockholders intend to contribute their shares (the
"Shares") of capital stock of OLD RIG, Inc. ("RIGINC") to Parent in exchange for
Parent shares in connection with the IPO (the "RIGINC Contribution"), all to
facilitate the effectuation of the IPO; and
E. The Contributing Partners intend to contribute their partnership units
(the "Units") of Realty Information Group, L.P. ("RIGLP") to Parent in exchange
for Parent shares in connection with the IPO (the "RIGLP Contribution" and,
collectively with the RIGINC Contribution, the "RIG Contributions");
F. In connection with the Contributions and the IPO, Parent also expects to
receive from the the Stockholders of Jamison Research, Inc. ("JRI") the
contribution of all of their shares of capital stock of JRI to Parent in
exchange for Parent shares as set forth therein (the "Jamison Contribution");
and
G. The Formation, the IPO, the RIG Contributions, and the Jamison
Contribution are being undertaken pursuant to an integrated transaction intended
to qualify under Section 351 of the Internal Revenue Code of 1986, as amended
(the "Transaction");
<PAGE>
NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, covenants and agreements herein contained, the
parties hereto, intending to be legally bound, agree as follows:
ARTICLE I.
PLAN OF CONTRIBUTION
1.1 THE CONTRIBUTION. Upon the terms and subject to the conditions hereof,
at the Closing, (a) each Contributing Stockholder will contribute to Parent all
of the Shares owned by it, and (b) each Contributing Partner will contribute to
Parent all of the limited partnership Units owned by it, in each case free and
clear of all Liens (defined below), in exchange for such Contributing
Stockholder's or Contributing Partner's pro rata share of the Consideration
specified in Section 1.2. For the purposes of this Agreement, "Lien" means any
mortgage, security interest, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or otherwise), charge, preference,
priority or other security agreement, option, warrant, attachment, right of
first refusal, preemptive, conversion, put, call or other claim or right,
restriction on transfer (other than restrictions imposed by federal and state
securities laws), or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction).
1.2 CONSIDERATION.
(a) For purposes of this Agreement, the "Consideration" shall be such
number of shares of common stock of Parent, $0.01 par value (the "Parent Common
Stock"), as the board of Parent shall decide to issue in connection with the
Transaction less common stock worth Ten Million Dollars ($10,000,000.00), as
adjusted pursuant to Section 1.2 and Section 1.3 of the Agreement among Parent,
RIGINC, RIGLP, JRI and the stockholders of JRI (the "JRI Contribu tion
Agreement"), valued at the Share Price (as defined in the JRI Contribution
Agreement).
(b) Consideration issued to the Contributing Stockholders and the
Contributing Partners shall be Parent Common Stock.
(c) Pro rata share, as to any Contributing Stockholder or Contributing
Partner, shall mean the fraction, (i) the numerator of which is equal to the
number of shares of common stock of RIGINC held by such Contributing Stockholder
or the number of partnership units held by such Contributing Partner, and (ii)
the denominator of which is the sum total of the number of shares of common
stock of RIGINC held by all Contributing Stockholders plus the number of
partnership units held by all Contributing Partners.
- 2 -
<PAGE>
1.3 OWNERS' REPRESENTATIVE.
(a) Each Contributing Party, by signing this Agreement, designates
Michael R. Klein or, in the event that Michael R. Klein is unable or unwilling
to serve, Andrew C. Florance, to be the Owners' Representative solely for
purposes specified in this Agreement. The Contributing Parties shall be bound by
any and all actions taken by the Owners' Representative on their behalf
consistent with this Agreement.
(b) The Owners' Representative is hereby appointed and constituted the
true and lawful attorney-in-fact of each Contributing Party, with full power in
his or her name and on his or her behalf to act as specifically provided
according to the terms of this Agreement in the absolute discretion of the
Owners' Representative and to do all things and to perform all acts in
connection with those specifically provided for actions including, without
limitation, executing and delivering all agreements, certificates, receipts,
instructions and other instruments contem plated by or deemed advisable in
connection with this Agreement; provided, however, that this power of attorney
shall not be construed to authorize the Owners' Representative to amend this
Agreement or waive any of the conditions to Closing. This power of attorney and
all authority hereby conferred is granted subject to the interest of the other
Contributing Parties hereunder and in consideration of the mutual covenants and
agreements made herein, and shall be irrevocable and shall not be terminated by
any act of any person, by operation of law, whether by such Contributing Party's
death or any other event.
1.4 ACCOUNTING TERMS. Except as otherwise expressly provided herein or in
the Schedules, all accounting terms used in this Agreement shall be interpreted,
and all financial statements, Schedules, certificates and reports as to
financial matters required to be delivered hereunder shall be prepared, in
accordance with GAAP consistently applied.
ARTICLE II.
CLOSING
2.1 LOCATION AND DATE. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of Wilmer, Cutler & Pickering on the date that the IPO is scheduled to close,
providing that all conditions to Closing shall have been satisfied or waived, or
at such other time and date as Parent and the Owners' Representative may
mutually agree, which date shall be referred to as the "Closing Date."
- 3 -
<PAGE>
2.2 DELIVERIES.
(a) The Contributing Stockholders shall deliver to Parent the following
at the Closing: (i) stock certificates representing the shares owned by such
persons, accompanied by stock powers duly executed in blank or duly executed
instruments of transfer, in each case with all necessary stock transfer and
other documentary stamps attached, and any other documents that are necessary to
transfer to Parent good and marketable title to such shares free and clear of
all Liens, and (ii) all other documents, certificates, instruments or writings
required to be delivered by the Contributing Stockholders or RIGINC at or prior
to the Closing pursuant to this Agreement or otherwise required in connection
herewith. Against delivery of such shares, Parent shall deliver to each
Contributing Stockholder at the Closing his, her or its pro rata share of the
Consideration and all documents, certificates, instruments or writings required
to be delivered by Parent at or prior to the Closing pursuant to this Agreement
or otherwise required in connection herewith.
(b) The Contributing Partners shall deliver to Parent the following at
the Closing: (i) limited partnership certificates representing the units owned
by such persons, accompanied by powers duly executed in blank or duly executed
instruments of transfer, in each case with all necessary transfer and other
documentary stamps attached, and any other documents that are necessary to
transfer to Parent good and marketable title to such units free and clear of all
Liens, and (ii) all other documents, certificates, instruments or writings
required to be delivered by the Contributing Partners or RIGLP at or prior to
the Closing pursuant to this Agreement or otherwise required in connection
herewith. Against delivery of such units, Parent shall deliver to each
Contributing Partner at the Closing his, her or its pro rata share of the
Consideration and all documents, certificates, instruments or writings required
to be delivered by Parent at or prior to the Closing pursuant to this Agreement
or otherwise required in connection herewith.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE
CONTRIBUTING PARTIES
To induce Parent to enter into this Agreement and consummate the
transactions contemplated hereby, each Contributing Party, solely as to himself,
herself or itself, represents and warrants to Parent as follows:
3.1 DUE ORGANIZATION. To the extent such Contributing Party is not a
natural person, such Contributing Party is an entity duly organized, validly
existing and is in good standing under the laws of the jurisdiction of its
incorporation and is duly authorized and qualified to do business under all
applicable laws, regulations, ordinances and orders of public
- 4 -
<PAGE>
authorities to own, operate and lease its properties and to carry on its
business in the places and in the manner as now conducted.
3.2 AUTHORIZATION; VALIDITY. Such Contributing Party has all requisite
power and authority to enter into and perform its obligations pursuant to the
terms of this Agreement. Such Contributing Party has the full legal right, power
and authority to enter into this Agreement and the transactions contemplated
hereby. This Agreement is a legal, valid and binding obligation of such
Contributing Party, enforceable in accordance with its terms.
3.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement, the consummation of the transactions contemplated hereby, and the
fulfillment of the terms hereof will not:
(a) to the extent such Contributing Party is not a natural person,
conflict with, or result in a breach or violation of, any of the charter
documents of such person;
(b) conflict with, or result in a default (or would constitute a
default but for any requirement of notice or lapse of time or both) under, any
document, agreement or other instrument to which such Contributing Party is a
party or by which he, she or it is bound, or result in the creation or
imposition of any lien, charge or encumbrance on any his, her or its properties
pursuant to (i) any law or regulation to which he, she or it or any of his, her
or its property is subject, or (ii) any judgment, order or decree to which he,
she or it or any of his, her or its property is subject; or
(c) violate any law, order, judgment, rule, regulation, decree or
ordinance to which such Contributing Party is subject or by which he, she or it
is bound including, without limitation.
3.4 CAPITAL STOCK.
(a) All of the issued and outstanding shares of the capital stock of
RIGINC have been duly authorized and validly issued, are fully paid and
nonassessable and are owned of record and beneficially by the Contributing
Stockholders in the amounts set forth in Schedule 3.4(a) free and clear of all
Liens. There are no voting agreements or voting trusts with respect to any of
the outstanding shares of the capital stock of RIGINC.
(b) All of the issued and outstanding limited partnership units of
RIGLP have been duly authorized and validly issued, and are owned of record and
beneficially by the Contributing Partners in the amounts set forth in Schedule
3.4(b) free and clear of all Liens. There are no voting agreements or voting
trusts with respect to any of the outstanding partnership unuts of RIGLP.
- 5 -
<PAGE>
3.5 ABSENCE OF CLAIMS AGAINST COMPANY. No Contributing Party has any claims
against RIGINC, RIGLP or Parent (except as provided in this Agreement).
3.6 SECURITIES REPRESENTATIONS. Each Contributing Party other than
Founders/RIG, L.L.C. is an "Accredited Investor" within the meaning of the
federal securities laws. Founders/ RIG, L.L.C. at the time it made its decision
to invest in RIGLP was an "Accredited Investor" within the meaning of the
federal securities laws (and does not know of any reason why it has ceased to be
an "Accredited Investor"). Each Contributing Party has either directly, and/or
through RIGINC or RIGLP, obtained sufficient information concerning Parent and
its business, present and proposed, to have made an informed investment decision
concerning this Agreement and the Transactions contemplated hereby, and has had
an adequate opportunity to ask questions and receive answers to his or her
satisfaction from the officers of RIGINC, RIGLP and Parent concerning the
business, operations and financial condition of RIGINC, RIGLP and Parent. Each
Contributing Party has such knowledge and experience in business and financial
matters as to be capable of evaluating the merits and risks of an investment in
shares of Parent Common Stock and protecting its own interest in connection with
the investment in such shares.
ARTICLE IV.
REPRESENTATIONS OF PARENT
To induce the Contributing Parties to enter into this Agreement and
consummate the transactions contemplated hereby, Parent represents and warrants
such persons as follows:
4.1 DUE ORGANIZATION. Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and is
duly authorized and qualified to do business under all applicable laws,
regulations, ordinances and orders of public authorities to carry on their
respective businesses in the places and in the manner as now conducted. Copies
of the Certificate of Incorporation and the Bylaws, each as amended, of Parent
(collectively, the "Parent Charter Documents") have been made available to the
Contributing Parties. Parent is not in violation of any Parent Charter Document.
4.2 AUTHORIZATION; VALIDITY OF OBLIGATIONS. The representatives of Parent
executing this Agreement have all requisite corporate power and authority to
enter into and bind Parent to the terms of this Agreement, Parent has the full
legal right, power and corporate authority to enter into this Agreement and the
transactions contemplated hereby. The execution and delivery of this Agreement
by Parent and the performance by each of Parent of the transactions contemplated
herein have been duly and validly authorized by the Board of Directors of
Parent, and this Agreement has been duly and validly authorized by all necessary
corporate action. This Agreement is a legal, valid and binding obligation of
Parent, enforceable in accordance with its terms.
- 6 -
<PAGE>
4.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement, the consummation of the transactions herein contemplated hereby and
the fulfillment of the terms hereof will not:
(a) conflict with, or result in a breach or violation of the Parent
Charter Documents;
(b) subject to compliance with any agreements between Parent and its
lenders, conflict with, or result in a default (or would constitute a default
but for a requirement of notice or lapse of time or both) under any document,
agreement or other instrument to which Parent is a party, or result in the
creation or imposition of any lien, charge or encumbrance on any of Parent's
properties pursuant to (i) any law or regulation to which either Parent or any
of its property is subject, or (ii) any judgment, order or decree to which
Parent is bound or any of its property is subject;
(c) result in termination or any impairment of any material permit,
license, franchise, contractual right or other authorization of Parent; or
(d) violate any law, order, judgment, rule, regulation, decree or
ordinance to which Parent is subject, or by which Parent is bound, (including,
without limitation, the HSR Act, together with all rules and regulations
promulgated thereunder).
4.4 CAPITALIZATION OF PARENT AND OWNERSHIP OF PARENT STOCK. The authorized
capital stock of Parent consists of 6,000,000 shares of Common Stock and no
shares of Preferred Stock. No shares of Parent Common Stock and no shares of
Preferred Stock were outstanding on the date of this Agreement. All of the
shares of Parent Common Stock to be issued to the Stockholders in accordance
herewith will be offered, issued, sold and delivered by Parent in compliance
with all applicable state and federal laws concerning the issuance of securities
and none of such shares was or will be issued in violation of the preemptive
rights of any stockholder of Parent. The Parent Common Stock constituting the
Consideration is duly authorized, validly issued, fully paid, non-assessable
and, as of the Closing, free and clear of all Liens (other than liens
specifically contemplated herein).
- 7 -
<PAGE>
ARTICLE V.
COVENANTS
5.1 COOPERATION.
(a) The Contributing Parties and Parent shall each deliver or cause to
be delivered to the other on the Closing Date, and at such other times and
places as shall be reasonably agreed to, such instruments as the other may
reasonably request for the purpose of carrying out this Agreement.
(b) Each party hereto shall cooperate in obtaining all consents and
approvals required under this Agreement to effect the transactions contemplated
hereby.
5.2 NOTIFICATION OF CERTAIN MATTERS. Each party hereto shall give prompt
notice to the other parties hereto of (a) the occurrence or non-occurrence of
any event the occurrence or non-occurrence of which would be likely to cause any
representation or warranty of it contained herein to be untrue or inaccurate in
any material respect at or prior to the Closing and (b) any material failure of
such party to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied by such party hereunder. The delivery of any notice
pursuant to this Section 5.3 shall not, without the express written consent of
the other parties be deemed to (x) modify the representations or warranties
hereunder of the party delivering such notice, (y) modify the conditions set
forth in Articles VI and VII, or (z) limit or otherwise affect the remedies
available hereunder to the party receiving such notice.
5.3 TERMINATION OF CERTAIN AGREEMENTS. From and after the date hereof, the
agreements listed on Schedule 5.3 are no longer of any force or effect (except
to the extent that such termination is limited on Schedule 5.3).
5.4 AMENDMENT OF REGISTRATION RIGHTS. Realty Information Group, L.P.,
Realty Information Group, Inc., Founders/RIG, L.L.C., Law Bulletin Publishing
Company and RIG Holdings, LLC are parties to that certain Registration Rights
Agreement, dated December 3, 1996 (the "Registration Rights Agreements"), as
amended from time to time. The parties to the Registration Rights Agreement
hereby agree that, effective upon the closing of the IPO:
(a) the first sentence of Section 2.(a) of that agreement is hereby
amended and restated as follows: "At any time after six months after the closing
of the initial public offering for stock of the company that succeeds to the
assets and liabilities of the Company and the General Partner, any one or more
of Allen LLC, Founders LLC and/or the successors thereto holding, in aggregate,
at least 20 percent of the interests owned by such entities as of December 3,
1996, may request that the Company effect a Registration under the Securities
Act of all or part of its Registrable Securities on Form S-1 or any similar
long-form Registration (a
- 8 -
<PAGE>
'Long-Form Demand Registration') or on Form S-3 or any similar short-form
Registration (a 'Short-Form Demand Registration'), if available."
(b) the first sentence of Section 2.(c) of that agreement is hereby
amended and restated as follows: "The Company shall not be required to effect
more than one Demand Registration pursuant to this Section 2."
ARTICLE VI.
CONDITIONS PRECEDENT TO OBLIGATIONS
OF PARENT
The obligation of Parent to effect the transactions contemplated hereby is
subject to the satisfaction or waiver, at or before the Closing, of the
following conditions and deliveries:
6.1 NO LITIGATION. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or provision challenging the Transaction, or
limiting or restricting Parent's conduct or operation of the business of RIGINC
or RIGLP (or its own business) following the transactions contemplated hereby
shall be in effect, nor shall any proceeding brought by an administrative agency
or commission or other governmental authority or instrumentality, domestic or
foreign, seeking any of the foregoing be pending.
6.2 CONSENTS AND APPROVALS. All necessary consents of, and filings with,
any governmental authority or agency or third party, relating to the
consummation by the Contributing Parties of the transactions contemplated
hereby, shall have been obtained and made.
6.3 REGISTRATION STATEMENT. The Registration Statement shall have been
declared effective by the Securities and Exchange Commission ("SEC") not later
than June 30, 1998 and the underwriters named therein shall have agreed to
acquire, subject to the conditions set forth in the underwriting agreement, the
shares of Parent Stock covered by such Registration Statement.
6.4 IPO. The board of RIGINC shall have approved of the organization of
Parent and the RIG Contributions to faciliate the IPO, and the IPO shall be
consummated simultaneously herewith or immediately hereafter.
6.5 TENDER. All of the capital stock of RIGINC and all of the partnership
units of RIGLP (other than the units owned by RIGINC) shall have been tendered
to Parent.
- 9 -
<PAGE>
ARTICLE VII.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
CONTRIBUTING PARTIES
The obligation of the Contributing Parties to effect the transactions
contemplated hereby are subject to the satisfaction or waiver, at or before the
Closing, of the following conditions and deliveries:
7.1 NO LITIGATION. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or provision challenging Parent's proposed
acquisition by Parent of the Contributing Stockholders' shares or the
Contributing Partners' units, or limiting or restricting Parent's conduct or
operation of the business of RIGINC or RIGLP (or its own business) following the
transactions contemplated hereby shall be in effect, nor shall any proceeding
brought by an administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, seeking any of the foregoing
be pending. There shall be no action, suit, claim or proceeding of any nature
pending or threatened, against Parent, its properties or any of its officers or
directors, that could materially and adversely affect the business, assets,
liabilities, financial condition, results of operations or prospects of the
Parent and its subsidiaries taken as a whole.
7.2 CONSENTS AND APPROVALS. All necessary consents of, and filings with,
any governmental authority or agency or third party relating to the consummation
by Parent of the transactions contemplated herein, shall have been obtained and
made.
7.3 REGISTRATION STATEMENT. Parent shall have filed with the SEC the
Registration Statement. The Registration Statement shall have been declared
effective by the SEC not later than June 30, 1998 and the underwriters named
therein shall have agreed to acquire, subject to the conditions set forth in the
underwriting agreement, the shares of Parent Common Stock covered by such
Registration Statement.
7.4 IPO. The board of RIGINC shall have approved of the organization of
Parent and the RIG Contributions to faciliate the IPO, and the IPO shall be
consummated simultaneously herewith or immediately hereafter.
7.5 LEGAL OPINION. The Contributing Parties shall have received an opinion
of Wilmer, Cutler & Pickering, counsel to Parent, to the effect that the
Transaction is a transaction described in Section 351 of the Internal Revenue
Code of 1986, as amended, and the Contributing Parties will not recognize gain
on the exchange of Shares and Units solely in exchange for Parent Stock.
- 10 -
<PAGE>
ARTICLE VIII.
GENERAL
8.1 TERMINATION. This Agreement may be terminated at any time prior to the
Closing Date solely:
(a) by mutual consent of the board of directors of Parent and the
Owners' Representative; or
(b) by the board of directors of Parent or the Owners' Representative,
if the Closing shall not have occurred on or before May 10, 1998; or
(c) by the board of directors of Parent or the Owners' Representative,
if there is or has been a material breach, failure to fulfill or default on the
part of the other party of any of the representations and warranties contained
herein or in the due and timely performance and satisfaction of any of the
covenants, agreements or conditions contained herein, and the curing of such
default shall not have been made or shall not reasonably be expected to occur
before the Closing Date; or
(d) by the board of directors of Parent or the Owners' Representative,
if there shall be a final nonappealable order of a federal or state court in
effect preventing consummation of the transactions contemplated hereby; or there
shall be any action taken, or any statute, rule regulation or order enacted,
promulgated or issued or deemed applicable to the transactions contemplated
hereby by any governmental entity which would make the consummation of the
transactions contemplated hereby illegal.
8.2 EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to Section 10.1, this Agreement shall forthwith become
ineffective, and there shall be no liability or obligation on the part of any
party hereto or its officers, directors or shareholders. Notwithstanding the
foregoing sentence, (i) the provisions of this Section 8.2, shall remain in full
force and effect and survive any termination of this Agreement; (ii) each party
shall remain liable for any breach of this Agreement prior to its termination;
and (iii) in the event of termination of this Agreement pursuant to Section
8.1(c) above, then the breaching party shall be liable to the other party to the
extent of the expenses incurred by such other party in connection with this
Agreement and the transactions contemplated hereby, as well as any damages in
accordance with applicable law.
8.3 SUCCESSORS AND ASSIGNS. This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto, the successors of
Parent, and the heirs and legal representatives of the Contributing Parties.
- 11 -
<PAGE>
8.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement sets forth the
entire understanding of the parties hereto with respect to the transactions
contemplated hereby. Each of the Schedules to this Agreement is incorporated
herein by this reference and expressly made a part hereof. Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this Agreement. This
Agreement shall not be amended or modified except by a written instrument duly
executed by each of the parties hereto, or in accordance with Section 8.5. Any
extension or waiver by any party of any provision hereto shall be valid only if
set forth in an instrument in writing signed on behalf of such party.
8.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original, and all of
which counterparts taken together shall constitute but one and the same
instrument.
8.6 BROKERS AND AGENTS. Parent and each Contributing Party represents and
warrants to the other that it has not employed any broker or agent in connection
with the transactions contemplated by this Agreement and agrees to indemnify the
other against all losses, damages or expenses relating to or arising out of
claims for fees or commission of any broker or agent employed or alleged to have
been employed by such party.
8.7 NOTICES. Any notice, request, claim, demand, waiver, consent, approval
or other communication which is required or permitted hereunder shall be in
writing and shall be deemed given if delivered personally or sent by telefax
(with confirmation of receipt), by registered or certified mail, postage
prepaid, or by recognized courier service, as follows:
(a) If to Parent to:
Andrew C. Florance
President
Realty Information Group
7475 Wisconsin Avenue
Sixth Floor
Bethesda, Maryland 20814
(Telefax: (301) 718-2444)
with a required copy to:
- 12 -
<PAGE>
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
Attn: Eric R. Markus, Esq.
(Telefax: (202) 663-6363)
(b) If to any Contributing Party, to the address shown on Exhibit
8.7(b);
or to such other address as the person to whom notice is to be given may have
specified in a notice duly given to the sender as provided herein. Such notice,
request, claim, demand, waiver, consent, approval or other communication shall
be deemed to have been given as of the date so delivered, telefaxed, mailed or
dispatched and, if given by any other means, shall be deemed given only when
actually received by the addressees.
8.8 GOVERNING LAW.
(a) This Agreement shall be governed by and construed, interpreted and
enforced in accordance with the laws of Delaware.
(b) Any disputes arising out of, in connection with or with respect to
this Agreement, the subject matter hereof, the performance or non-performance of
any obligation hereunder, or any of the transactions contemplated hereby
("Disputes") that seek specific performance of any obligations hereunder or
injunctive relief shall be adjudicated in a court of competent civil
jurisdiction sitting in Wilmington, Delaware, and nowhere else. Each of the
parties hereto hereby irrevocably submits to the jurisdiction of such court for
the purposes of any suit, civil action or other proceeding arising out of, in
connection with or with respect to this Agreement, the subject matter hereof,
the performance or non-performance of any obligation hereunder, or any of the
transactions contemplated hereby (collectively, "Suit"). Each of the parties
hereto hereby waives and agrees not to assert by way of motion, as a defense or
otherwise in any such Suit, any claim that it is not subject to the jurisdiction
of the above courts, that such Suit is brought in an inconvenient forum, or that
the venue of such Suit is improper.
(c) Except as provided in Section 10.10(b), all Disputes shall be
resolved by binding arbitration administered by the American Arbitration
Association ("AAA") in Washington, D.C. and, except as expressly provided in
this Agreement, shall be conducted in accordance with the Expedited Procedures
under the Commercial Arbitration Rules of the AAA, as such rules may be amended
from time to time (the "Rules").
(i) The hearing locale shall be Washington, D.C. A single, neutral
arbitrator (the "Arbitrator") shall be appointed by the AAA, within thirty (30)
days after an Arbitrated Dispute is submitted for arbitration under this Section
10.10(c), to preside over the arbitration and resolve the Dispute. The
Arbitrator shall be selected from the AAA's Commercial Panel, and shall be
qualified to practice law in at least one jurisdiction in the United States and
- 13 -
<PAGE>
have expertise in the interpretation of commercial contracts. The parties shall
have ten (10) days to object in writing to the appointment of the Arbitrator,
the sole basis for such objection being an actual conflict of interest. The AAA,
in its sole discretion, shall determine within ten (10) days the validity of any
objection to the appointment of the Arbitrator based on an actual conflict of
interest.
(ii) The Arbitrator's decision (the "Decision") shall be binding,
and the prevailing party may enforce the Decision in any court of competent
jurisdiction.
(iii) The parties shall use their best efforts to cooperate with
each other in causing the arbitration to be held in as efficient and expeditious
a manner as practicable, including but not limited to, providing such documents
and making available such of their personnel as the Arbitrator may request, so
that the Decision may be reached timely. The Arbitrator shall take into account
the parties' stated goal of expedited proceedings in determining whether to
authorize discovery and, if so, the scope of permissible discovery and other
hearing and pre-hearing procedures.
(iv) The authority of the Arbitrator shall be limited to deciding
liability for, and the proper amount of, a Claim, and the Arbitrator shall have
no authority to award punitive damages. The Arbitrator shall have such powers
and establish such procedures as are provided for in the Rules, so long as such
powers and procedures are consistent with this Section 8.8(c) and are necessary
to resolve the Dispute within the time periods specified in this Agreement. The
Arbitrator shall render a Decision within sixty (60) days after being appointed
to serve as Arbitrator, unless the parties otherwise agree in writing or the
Arbitrator makes a finding that a party has carried the burden of showing good
cause for a longer period.
8.9 SEVERABILITY. If any provision of this Agreement or the application
thereof to any person or circumstances is held invalid or unenforceable in any
jurisdiction, the remainder hereof, and the application of such provision to
such person or circumstances in any other jurisdiction, shall not be affected
thereby, and to this end the provisions of this Agreement shall be severable.
8.10 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provision of this
Agreement is intended, nor will any provision be interpreted, to provide or to
create any third party beneficiary rights or any other rights of any kind in any
client, customer, affiliate, shareholder, employee or partner of any party
hereto or any other person or entity.
8.11 FURTHER REPRESENTATIONS. Each party further represents that it is
being independently advised as to the tax consequences of the transactions
contemplated by this Agreement and is not relying on any representation or
statements made by the other party as to such tax consequences.
- 14 -
<PAGE>
8.12 EFFECTIVENESS OF REPRESENTATIONS WARRANTIES. All representations and
warranties made by the Contributing Parties and Parent in or pursuant to this
Agreement or in any document delivered pursuant hereto shall be deemed to have
been made on the date of this Agreement (except as otherwise provided herein)
and, if a Closing occurs, as of the Closing Date.
[EXECUTION PAGE FOLLOWING]
- 15 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
REALTY INFORMATION GROUP,
INC.
BY:________________________________
STOCKHOLDERS OF OLD RIG, INC.:
- ---------------------------------- ----------------------------------
MICHAEL R. KLEIN DAVID BONDERMAN
- ---------------------------------- ----------------------------------
ANDREW C. FLORANCE WARREN H. HABER
- ---------------------------------- ----------------------------------
DON CARLIN COLDEN FLORANCE
- ---------------------------------- ----------------------------------
WENDY FLORANCE JOHN D. WHITE
- ----------------------------------
JOHN L. TEEGER
<TABLE>
<CAPTION>
LIMITED PARTNERS OF REALTY INFORMATION GROUP, L.P.:
<S> <C>
- ---------------------------------- ----------------------------------
HOROWITZ LIMITED PARTNERSHIP I FOUNDERS/RIG, L.L.C.
- ---------------------------------- ----------------------------------
MICHAEL R. KLEIN LAW BULLETIN PUBLISHING COMPANY
- ---------------------------------- ----------------------------------
MICHAEL R. KLEIN AND/OR STEPHANIE KLEIN, MICHAEL R. KLEIN AND/OR STEPHANIE KLEIN,
AS CUSTODIAN FOR SARAH KLEIN AS CUSTODIAN FOR HANNAH KLEIN
</TABLE>
- 16 -
<PAGE>
- ---------------------------------- ----------------------------------
PETER KLEIN AND/OR ROY FABRY, AS TRUSTEE ROY VICTOR FABRY
FOR NICHOLAS KLEIN
- ---------------------------------- ----------------------------------
PETER KLEIN AND/OR ROY FABRY, AS TRUSTEE DAVID SCHAFFEL
FOR ALEXANDER KLEIN
- ---------------------------------- ----------------------------------
LANNING MACFARLAND III BREWSTER J. MACFARLAND
- ---------------------------------- ----------------------------------
JEFFREY L. BOPE RIG HOLDINGS, L.L.C.
- ---------------------------------- ----------------------------------
CRAIG BROWN KERIN GARRETT
- ---------------------------------- ----------------------------------
NELLA SHAPIRO JAMES D. CARR
- 17 -
REALTY INFORMATION GROUP, L.P.
REGISTRATION RIGHTS AGREEMENT
-----------------------------
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of December 3, 1996 by and among Realty Information Group, L.P.,
a Delaware limited partnership (together with its successors and assigns,
including a corporate successor entity, the "Company"), Realty Information
Group, Inc., a Delaware corporation and the general partner of the Company (the
"General Partner"), Founders/RIG, L.L.C., a Delaware limited liability company
and a limited partner of the Company (together with its members and their
successors and assigns, "Founders LLC"), Law Bulletin Publishing Company, a
Delaware corporation (together with its shareholders and their successors and
assigns, "LBPC"), and RIG Holdings, LLC, a Delaware limited liability company
and a limited partner of the Company (together with its members and their
successors and assigns,"RH LLC" and, together with Founders LLC and LBPC, the
"Investors").
RECITALS
--------
WHEREAS, the Company and Founders LLC have entered into an
Agreement Relating to Investments in the General Partner, and its Affiliated
Limited Partnership dated May 15, 1995 (as the same may be amended, modified or
supplemented from time to time, the "Founders Purchase Agreement"), providing
for the issuance, delivery and sale of limited partnership interests of the
Company; and
WHEREAS, the Company and LBPC have entered into an Agreement
Relating to the Acquisition by the Company of Substantially all the Assets and
Liabilities of Chicago Resource and the Investment by Law Bulletin Publishing
Company in Units of the Company, dated March 29, 1996 (as the same may be
amended, modified or supplemented from time to time, the "LBPC Purchase
Agreement"), providing for the issuance, delivery and sale of limited
partnership interests of the Company; and
WHEREAS, the Company and Allen LLC are simultaneously herewith
entering into a Purchase Agreement (as the same may be amended, modified or
supplemented from time to time, the "RH Purchase Agreement" and, together with
the Founders Purchase Agreement and the LBPC Purchase Agreement, the "Purchase
Agreements"), providing for the issuance, delivery and sale by the Company of
limited partnership interests of the Company; and
WHEREAS, the parties hereto agree that they would all be
better served if certain provisions in the Founders Purchase Agreement and LBPC
Purchase Agreement were eliminated and addressed in a different manner in a
master form of registration rights agreement providing for certain rights to
Founders LLC, LBPC, and Allen LLC; and
<PAGE>
WHEREAS, in order to induce Allen LLC to enter into the RH
Purchase Agreement and to induce Founders LLC and LBPC to terminate certain
provisions of the Founders Purchase Agreement and LBPC Purchase Agreement,
respectively, the Company and the General Partner have agreed, subject to the
terms set forth herein, to cause the Company to be converted to a C corporation
so that common stock would be issued in exchange for the limited partnership
interests of the Company (the "Limited Partnership Interests") and to register
the shares of such common stock (the "Common Shares") pursuant to a registration
statement filed with the U.S. Securities and Exchange Commission upon the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual premises,
covenants and conditions set forth herein, the parties hereby agree as follows:
1. Definitions. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Purchase
Agreements. For the purposes of this Agreement:
"Commission" means the U.S. Securities and Exchange
Commission or any other governmental authority from time to
time administering the Securities Act.
"Common Shares" means shares of common stock of the
Corporation or issuable pursuant in exchange for Limited
Partnership Interests pursuant to an Incorporation
Transaction.
"Corporation" means the corporation into which the
Company is converted in an Incorporation Transaction.
"Exchange Act" means the Securities Exchange Act of
1934, as amended or any similar federal statute and the rules
and the regulations of the Commission promulgated thereunder,
all as the same shall be in effect from time to time.
"Holder" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in
accordance with Section 10 hereof.
"Incorporation Transaction" means a transaction,
however effected, in which the Company is converted into a C
corporation.
"Initial Public Offering" shall mean the initial
public offering of Common Shares by the Company.
"Register," "Registered," and "Registration" refer
to a Registration effected by preparing and filing a
Registration Statement or similar document in compliance
2
<PAGE>
with the Securities Act, and the declaration or ordering of
effectiveness of such Registrant on Statement or Document.
"Registrable Securities" means (i) as applied to a
holder of Limited Partnership Interests, the Common Shares
issuable in exchange therefor in an Incorporation Transaction,
(ii) the Common Shares and (iii) any common stock of the
Corporation issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, the
Common Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when
(a) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities
Act and such securities shall have been transferred in
accordance with such Registration Statement, (b) they shall
have been sold as permitted by Rule 144 (or any successor
provision) under the Securities Act, or provided that at the
time such securities are proposed to be sold, they may be sold
under Rule 144 without any limitation on the amount of such
securities which may be sold or (c) they shall have ceased to
be outstanding.
"Registration Expenses" means all expenses incident
to the Company's performance of or compliance with Article 2
and 3, including, without limitation, (a) the conversion of
the Company to a Corporation, however effected, (b) any
allocation of salaries and expenses of Company personnel or
other general overhead expenses of the Company, or other
expenses for the preparation of historical and pro forma
financial statements or other data normally prepared by the
Company in the ordinary course of business; (c) all
Registration, application, filing, transfer fees, exchange
listing fees, and register fees; (d) all NASD fees and fees
and expenses of Registration or qualification of Registrable
Securities under state securities or blue sky laws; (e) all
word processing, duplicating and printing expenses, messenger
and delivery expenses; (f) the fees and expenses of counsel
for the Company, the fees and expenses of one counsel selected
by the Selling Holders to represent the Selling Holders up to
a maximum of $10,000 and the fees of the Company's independent
accountants, including the expenses of customary "cold
comfort" letters required by or incident to such performance
and compliance; and (g) any fees and disbursements of
underwriters and broker-dealers customarily paid by issuers or
sellers of securities; provided, however, that in all cases in
which the Company is required to pay Registration Expenses
hereunder, Registration Expenses shall exclude underwriting
discounts, selling commissions, and the fees and expenses of
Selling Holders' own counsel (other than the counsel selected
to represent all Selling Holders).
"Securities Act" means the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and
regulations of the Commission promulgated thereunder, all as
the same shall be in effect from time to time.
3
<PAGE>
"Selling Holder" means any Holder that has requested
inclusion of Registrable Securities held by such Holder in
either a Demand Registration or a Registration by the Company
pursuant to Section 3 hereof.
2. Demand Registration.
(a) Request for Registration. At any time after the first to
occur of (i) an Initial Public Offering or (ii) December 3, 1998, either Allen
LLC or Founders LLC may request that the Company be converted into a C
corporation (if not already so converted) and effect a Registration under the
Securities Act of all or part of its Registrable Securities on Form S-1 or any
similar long-form Registration (a "Long-Form Demand Registration") or on Form
S-3 or any similar short-form Registration (a "Short-Form Demand Registration"),
if available. A request for Registration pursuant to this Section 2 (a "Demand
Registration") shall specify the approximate number of Registrable Securities
requested to be Registered and the anticipated per share price range for such
offering. If Allen LLC or Founders LLC, as the case may be, intends to
distribute the Registrable Securities by means of an underwriting, it shall so
advise the Company in its request. In the event such Registration is
underwritten, the right of other Selling Holders to participate shall be
conditioned on such Selling Holders, participation in such underwriting. Upon
receipt of any such request, the Company shall promptly give written notice of
such proposed registration to all Holders. Such Holders shall have the right, by
giving written notice to the Company within twenty (20) days after the Company
provides its notice, to elect to have included in such Registration such of
their Registrable Securities as such Holders may request in such notice of
election. Thereupon, the Company shall, as expeditiously as possible, use
commercially reasonable efforts to convert the Company to a C corporation (if it
has not already done so) and to effect the Registration, of all Registrable
Securities that the Company has been requested to so register provided that if
the underwriter (if any) managing the offering determines that, because of
marketing factors, all of the Registrable Securities requested to be registered
by all Holders may not be included in the offering, then all Holders who have
requested Registration shall participate in the offering pro rata based upon the
number of Registrable Securities that they have requested to be so registered.
(b) Registration Statement Form. Registrations under this
Section 2 shall be on such appropriate Registration form of the Commission as
shall be selected by the Company and available to it under the Securities Act.
The Company agrees to include in any such Registration Statement all information
which, in the opinion of counsel to the Selling Holders and counsel to the
Company, is required to be included therein under the Securities Act.
(c) Limitations on Registration. The Company shall not be
required to effect more than two (2) Demand Registrations pursuant to this
Section 2 at the request of Allen LLC and not more than one (1) Demand
Registration pursuant to this Section 2 at the request of Founders LLC. The
Company shall not be required to effect any Demand Registration within a period
of 90 days after the effective date of any other Registration effected pursuant
to Section 2.
4
<PAGE>
(d) Priority on Demand Registrations. The Company may, subject
to Section 2(g), elect to include in any Registration Statement made pursuant to
Section 2, authorized but unissued Common Shares or Common Shares held as
treasury stock.
(e) Effective Registration Statement. A Demand Registration
shall not be deemed to have been effected (i) unless a Registration Statement
with respect thereto has become effective, (ii) if after it has become
effective, such Registration is interfered with by any stop order, injunction or
other order requirement of the Commission or other governmental agency or court
for any reason not attributable to the Selling Holders and has not thereafter
become effective, or (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
Registration are not satisfied or waived, other than by reason of a failure on
the part of the Selling Holders.
(f) Suspension. If the Board of Directors of the Company, in
its good faith judgment, determines that any Registration of Common Shares
should not be made or continued because it would materially interfere with any
material financing, acquisition, corporation reorganization, merger, or other
transaction involving the Company or any of its subsidiaries (a "Valid Business
Reason"), (i) the Company may postpone filing a Registration Statement relating
to a Demand Registration until such Valid Business Reason no longer exists, but
in no event for more than 90 days, and (ii) in case a Registration Statement has
been filed relating to a Demand Registration, if the Valid Business Reason has
not resulted from actions taken by the Company, the Company may cause such
Registration Statement to be withdrawn and its effectiveness terminated or may
postpone amending or supplementing such Registration Statement until such Valid
Business Reason no longer exists, but in no event for more than 90 days (the
"Postponement Period"); provided, however, that in no event shall the Company be
permitted to postpone or withdraw a Registration Statement within 120 days after
the expiration of Postponement Period.
(g) Allocation. If any Demand Registration involves an
underwritten offering and the managing underwriter of such offering shall advise
the Company that, in its view, the number of securities requested to be included
in such Registration exceeds the largest number (the "Section 2(g) Number") that
can be sold in an orderly manner in such offering within a price range
acceptable to the Selling Holders, the Company shall include in such
Registration:
(i) first, all Common Shares requested to be included in
such Registration by the Selling Holders; provided, however, that, if the number
of such Common Shares exceeds the Section 2(g) Number, the number of such Common
Shares (not to exceed the Section 2(g) Number) shall be allocated to the Selling
Holders; provided, further, however, that if the number of Common Shares
requested to be included by all Selling Holders exceeds the Section 2(g) Number,
then the number of such Common Shares included in such Registration shall be
allocated on a pro rata basis among all Selling Holders requesting that Common
Shares be included in such registration, based on the number of Common Shares
then owned by each Selling Holder requesting inclusion in relating to the number
of Common Shares then owned by all Selling Holders requesting inclusion; and
5
<PAGE>
(ii) second, to the extent that the number of Common
Shares to be included by all Selling Holders is less than the Section 2(g)
Number, securities that the Company proposes to register.
3. Company Registration.
(a) Inclusion in Company Registration. Whenever the Company
proposes to file a Registration Statement (other than pursuant to Section 2 or a
Registration relating solely to the sale of securities to participants in a
Company stock plan, or on Form S-4 with respect to any merger, consolidation or
acquisition) at any time and from time to time (a "Company Registration"), it
will, prior to such filing, give written notice to all Holders of its intention
to do so and, upon the written request; of a Holder or folders given within
twenty (20) days after the Company provides such notice (which request shall
state the intended method of disposition of such Registration Securities), the
Company shall use commercially reasonable efforts to cause all Registrable
Securities Act the Company has been requested by such Holder or Holders to
register to be registered under the Securities Act to the extent necessary to
permit their sale or other disposition in accordance with the intended methods
of distribution specified in the request or such Holder or Holders; provided
that the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 3 without obligation to any Holder.
(b) Term. In connection with any offering under this Section 3
involving an underwriting, the Company shall not be required to include any
Registrable Securities in such offering unless the holders thereof accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it provided that such terms must be consistent with
this Agreement), and then only in such quantity as will not, in the opinion of
the underwriters, jeopardize the success of the offering by the Company.
(c) Allocation. If any Company Registration involves an
underwritten offering and the managing underwriter of such offering shall advise
the Company that, in its view, the number of securities requested to be included
in such Registration exceeds the largest number (the "Section 3(c) Number") that
can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company shall include in such Registration:
(i) first, all Common Shares that the Company
proposes to register for its own account (the "Company Securities"); and
(ii) second, to the extent that the number of Company
Securities is less than the Section 3(c) Number, the remaining shares to be
included in such registration shall be allocated on a pro rata basis among all
Selling Holders requesting that Common Shares be included in such registration,
based on the number of Common Shares then owned by each Selling Holder
requesting inclusion in relation to the number of Common Shares then owned by
all Selling Holders requesting inclusion.
6
<PAGE>
4. Allocation of Expenses. The Company will pay all
Registration Expenses of all Registrations under this Agreement; provided,
however, that if a Registration under Section 2 is withdrawn at the request of
the Requesting Holder requesting such Registration (other than as a result of
information concerning the business or financial condition of the Company that
is made known to the Holders after the date on which such Registration was
requested) and if the requesting Holder elects not to have such Registration
counted as a registration requested under Section 2, the requesting Holder shall
pay the Registration Expenses of such registration pro rata in accordance with
the number of their Registrable Securities included in such Registration.
5. Obligations of the Company. Whenever required under this
Agreement to effect the Registration of any Registrable Securities under this
Agreement, the Company shall, as expeditiously as reasonably possible:
(a) file with the Commission a Registration Statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause that Registration Statement to become and remain effective;
(b) prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to keep the Registration Statement
effective for up to six months, in the case of a Long- Form Demand Registration,
and one year in the case of a Short-Form Demand Registration, or, if occurring
sooner, until the date on which the distribution of the Registrable Securities
shall be completed;
(c) furnish to each Selling Holder such reasonable numbers of
copies of the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as the Selling
Holder may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by the Selling Holder; provided,
that if the Company has delivered preliminary or final prospectuses to the
Selling Holders and after having done so the prospectus is amended to comply
with the requirements of the Securities Act, the Company shall promptly notify
the Selling Holders and, if requested, the Selling Holders shall immediately
cease making offers of Registrable Securities and return all prospectuses to the
Company. The Company shall promptly provide the Selling Holders with revised
prospectuses and, following receipt of the revised prospectuses, the Selling
Holders shall be free to resume making offers of the Registrable Securities;
(d) use commercially reasonable efforts to register or qualify
the Registrable Securities covered by the Registration Statement under the
securities or Blue Sky laws of such states as the Selling Holders shall
reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the Selling Holders to consummate the public
sale or other disposition in such states of the Registrable Securities owned by
the Selling Holder;
(e) in the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing
7
<PAGE>
underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such agreement; and
(f) notify each Holder of Registrable Securities covered by
such Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.
6. Certain Obligations of Holders.
(a) It shall be a condition precedent to the
obligations of the Company to take any action under this Agreement with respect
to the Registrable Securities of any Selling Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the Intended method of disposition of such securities
as shall be required to effect the Registration of such Holder's Registrable
Securities.
(b) Each Holder of Registrable Securities covered by
a Registration Statement agrees that, upon receipt of any notice from the
Company under Section 5.(f) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to such Registration Statement
until such Holder's receipt of copies of a supplemented or amended prospectus
covering such Registrable Securities, and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies, other
than permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Securities current at the time of its receipt of such
notice.
7. Indemnification and Contribution. In the event of any
Registrar on of any of the Registrable Securities under the Securities Act
pursuant to this agreement, the Company will indemnify and hold harmless the
Selling Holder of such Registrable Securities, each underwriter of such
Registrable Securities, and each other person, if any, who controls such Selling
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities, joint or several, to
which such Selling Holder, underwriter, or controlling person may become subject
under the Securities Act, the Exchange Act, state securities or Blue Sky laws,
or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus, or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such Selling
Holder, underwriter, and each such controlling person in connection with
investigation or defending any such loss, claim, damage, liability, or action;
provided, however, that the Company will not be liable in any such case to the
8
<PAGE>
extent that any such loss, claim, damage, or liability arises out of or is based
upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus, or final prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to the
Company, in writing, by or on behalf of such Selling Holder, underwriter, or
controlling person specifically for use in the preparation thereof.
In the event of any Registration of any of the Registrable
Securities under the Securities Act pursuant to this Agreement, each Selling
Holder of Registrable Securities, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors and officers and each
underwriters (if any) and each person, if any, who controls the Company or any
such underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities, joint or several, to which
the Company, such directors and officers, underwriter, or controlling person may
become subject under the Securities Act, Exchange Act, state securities or Blue
Sky laws, or otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material act contained n any
Registration Statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information relating
to such Selling Holder furnished in writing to the Company by or on behalf of
such Selling Holder specifically for use in connection with the preparation of
such Registration Statement, prospectus, amendment, or supplement; provided,
however, that the obligations of each selling Holder hereunder shall be limited
to an amount equal to the proceeds to such selling Holder of Registrable
Securities sold in connection with such Registration.
Each party entitled to indemnification under this Section 7
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided, further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 7. The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying Party
shall pay such expense if representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests between the Indemnified Party and any other
party represented by such counsel in such proceeding. No Indemnifying Party, in
the defense of any such claim or litigation, shall except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such claim or litigations, and no Indemnified Party
shall
9
<PAGE>
consent to entry of any judgment or settle such claim or litigation without the
prior written consent of the Indemnifying Party.
In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
holder of Registrable Securities exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 7 but it is Judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 7 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such Selling Holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 7; then, in each such case, the Company and such
Selling Holder will contribute to the aggregate losses, claims, damages, or
liabilities to which they may be subject (after contribution from others) in
such proportions so that such holder is responsible for the portion represented
by the percentage that the public offering price of its Registrable Securities
offered by the Registration Statement bears to the public offering price of all
securities offered by such Registration Statement, and the Company is
responsible for the remaining portion; provided, however, that, in any such
case, (A) no such holder will be required to contribute any amount in excess of
the proceeds to it of all Registrable Securities sold by it pursuant to such
Registration Statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.
8. Indemnification with Respect to Underwritten Offering. In
the event that Registrable Securities are sold pursuant to a Registration
Statement in an underwritten offering, the Company agrees to enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of the securities being
registered and customary covenants and agreements to be performed by such
issuer, including without limitation customary provisions with respect to
indemnification by the Company of the underwriters of such offering.
9. Reports Under Securities Exchange Act of 1934. With a view
to making available to the Holders the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the Commission that may
at any time permit a Holder to sell securities of the Company to the public
without Registration, the Company agrees to:
(a) Make and keep public information available, as
those terms are understood and defined in Rule 144 under the
Securities Act, at all times following the ninetieth (90th)
day after the effective date of the first Registration
Statement filed by the Company for the offering of its
securities to the general public;
10
<PAGE>
(b) file with the Commission in a timely manner all
reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(c) furnish to any Holder, so long as such Holder
owns any Registrable Securities, forthwith upon request (i) a
written statement by the Company that it has complied with the
reporting requirements of Rule 144 under the Securities Act at
any time following the ninetieth (90th) day after the
effective date of the first Registration Statement tiled by
the Company), the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other
information as may be reasonably requested in availing any
Holder of any rule or regulation of the Commission which
permits the selling of any such securities without
Registration or pursuant to such form.
10. Transfer of Registration Rights. The Registration rights
of any Holder under this Agreement may not be transferred except (i) as to any
Investor, to any Affiliate of such Investor, or (ii) to any person who is a
Permitted Transferee (as such term is defined in the Limited Partnership
Agreement of the Company) of that number of Common Shares (or a number of
Limited Partnership Interests exchangeable for that number of Common Shares)
representing not less than one percent (1%) of the aggregate common equity of
the Company outstanding (on a fully-diluted basis) at the time of such transfer;
provided, however, that the Company is given written notice from such Investor
at the time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights hereunder are being
transferred. As a condition to the effectiveness of any transfer permitted
hereunder (i) the transferee shall agree, in writing, upon request of the
Company, to be bound by the provisions of this Agreement, and (ii) the Company
shall be given written notice at the time of or within a reasonable time after
said transfer, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such Registration rights are
being assigned.
11. Allocation of Rights to Member of an Investor.
Notwithstanding anything to the contrary herein, it is understood and agreed by
the parties that the members of Allen r LC and Founders LLC are currently the
ultimate beneficial owners of the Limited Partnership Interests held by each
such Investor and the rights contained herein. At the direction of any Investor
upon any Incorporation Transaction, the Company shall issue the Common Shares
issuable in exchange for the Limited Partnership Interests directly to such
members of the Investor in such amounts as the Investor shall specify in lieu of
issuing such Common Shares to the Investor. Thereafter, for all intents and
purposes hereunder, such members shall be deemed Holders as provided herein
without further action and shall have the rights and obligations as provided
herein.
12. "Stand-Off" Agreement. Each Holder, if requested by the
Company and an underwriter of Common Stock or other securities of the Company,
shall agree not to sell or
11
<PAGE>
otherwise transfer or dispose of any Registrable Securities or other securities
of the Company held by such Holder for a specified period of time (not to exceed
120 days) following the effective date of a Registration Statement; provided,
that:
(a) such agreement shall only apply to the first such
Registration Statement covering Common Stock of the Company to be sold on its
behalf to the public in an underwritten offering; and
(b) all other holders of similar securities holding not less
than the number of such securities held by such Holder (including shares of
Common Shares issuable in exchange for the Limited Partnership Interests and
issuable upon the conversion of convertible securities, or upon the exercise of
options, warrants or rights) and all officers and directors of the Company enter
into similar agreements.
13. Amendments to Founders Purchase Agreement and LBPC
Purchase Agreement. The Founders Purchase Agreement is hereby amended by
deleting in its entirety Article VIII thereof which Article shall be of no
further force or effect. The LBPC Purchase Agreement is hereby amended by
deleting in its entirety Article VI thereof which Article shall be of no further
force or effect.
14. Miscellaneous.
(a) No Inconsistent Agreements. The Company will not hereafter
enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the Holders in this Agreement.
(b) Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to its
securities that would adversely affect the ability of the Holders to include
such Registrable Securities in a Registration undertaken pursuant to this
Agreement or which would adversely affect the marketability of such Registrable
Securities in any such Registration (including, without limitation, effecting a
stock split or a combination of shares).
(c) Specific Performance; Other Rights. The parties recognize
that various of the rights of the Investors under this Agreement are unique and,
accordingly, the Investors shall, in addition to such other remedies as may be
available to any of them at law or in equity, have the right to enforce their
rights hereunder by actions for injunctive relief and specific performance to
the extent permitted by law. The Company hereby waives any requirement for
security or the posting of any bond in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief.
(d) Successors and Assigns. Except as otherwise set forth
herein, all covenants, agreements and representations made herein shall bind and
inure to the benefit of each party hereto, and their respective successors and
assigns.
12
<PAGE>
(e) Notices and Communications. All notices and other
communications which by any provision of this Agreement are required or
permitted to be given shall be given in writing and shall be (i) mailed by first
class or express mail, postage prepaid, (ii) sent by telex, telegram or telecopy
confirmed by mailing (by first class or express mail, postage prepaid) written
confirmation at substantially the same time as such rapid transmission, or (iii)
personally delivered to an officer of the receiving party. All such
communications shall be mailed, sent or delivered to the notice address then
applicable under the Company's Agreement of Limited Partnership.
A notice delivered in person shall be effective when given; a
notice sent by mail shall not become effective until received by the person to
whom it is given, unless it is mailed by registered mail, in which case it shall
be deemed effective on the earlier of the date of receipt or the third business
day after it has been mailed; a notice sent by telex, telegram or telecopy shall
be deemed to be given when receipt of such transmission is acknowledged.
(f) Amendments and Waivers. Any provision of this Agreement to
the contrary notwithstanding, changes in or additions to this Agreement may only
be made, and compliance with any term, covenant, agreement, condition or
provision set forth herein may only be omitted or waived (either generally or in
a particular instance and either retroactively or prospectively), with the
consent in writing of the Holders of 75% of Registrable Securities.
(g) Headings; Counterparts. Headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument .
(h) Gender. Whenever used herein the singular number shall
include the plural, the plural shall include the singular, and the use of any
gender shall include all genders.
(i) Further Assurances. Each of the parties hereto agrees to
execute and deliver those writings and documents reasonably required to more
fully carry out the purposes of this Agreement and the transactions contemplated
hereby.
(j) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
13
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed under seal by their respective duly authorized officers as of the
day and year first above written.
REALTY INFORMATION GROUP, L.P.
By: Realty Information Group, Inc.
General Partner
By:
------------------------------------
Name:
Title:
REALTY INFORMATION GROUP, INC.
By:
---------------------------------------------
Name:
Title:
FOUNDERS/RIG, L.L.C.
By:
---------------------------------------------
Name:
Title:
RIG HOLDINGS, LLC
By: Allen & Company Incorporated
Member
By:
---------------------------------------------
Name:
Title:
LAW BULLETIN PUBLISHING COMPANY
By:
---------------------------------------------
Name:
Title:
14
LOCK-UP AGREEMENT
June 22, 1998
Realty Information Group, Inc.
7475 Wisconsin Avenue
Bethesda, Maryland 20814
Allen & Company Incorporated
711 Fifth Avenue
New York, New York 10022
Ladies and Gentlemen:
The undersigned understands that Realty Information Group,
Inc. (the "Company"), a Delaware corporation, proposes to enter into an
underwriting agreement (the "Underwriting Agreement") with Allen & Company
Incorporated and Needham & Co., Inc. (the "Representatives"), as representatives
of the several underwriters (the "Underwriters") listed or to be listed in
Schedule A to the Underwriting Agreement, relating to a public offering (the
"Offering") by the Underwriters, including the Representatives, of shares of the
common stock, $.01 par value ("Common Stock"), of the Company. The undersigned
acknowledges that the Company believes that the proposed Offering is in the best
interests of the Company and its stockholders.
To induce the Company, the Representatives and the other
Underwriters to enter into and perform the Underwriting Agreement, the
undersigned agrees that, without the prior written consent of Allen & Company
Incorporated, the undersigned will not directly or indirectly offer to sell,
grant any option for the sale of, assign, transfer, pledge hypothecate, or
otherwise encumber or dispose of any legal or beneficial interest in any shares
of Common Stock, any securities convertible into or exercisable or exchangeable
for shares of Common Stock (which for purposes of this Agreement shall include
all securities of each of Realty Information Group, L.P. and OLD RIG, Inc.
(together, the "Predecessor Entities"), or any warrants, options, or other
rights to purchase, subscribe for, or otherwise acquire any shares of Common
Stock (including, without limitation, any such shares, securities or rights that
may be deemed to be beneficially owned by the undersigned in accordance with the
Rules and Regulations of the Securities and Exchange Commission promulgated
under the Securities Act of 1933, as amended) (collectively, the "Restricted
Securities") for a period commencing on the Commencement Date (as such term is
defined below) until at least two hundred forty (240) days after the effective
date of the Registration Statement referred to in the Underwriting Agreement,
except for (i) shares of Common Stock of the Company purchased in the Offering
by the undersigned or shares of
<PAGE>
Common Stock purchased in the Offering which are otherwise deemed to be
beneficially owned by the undersigned, (ii) shares of Common Stock of the
Company or securities exercisable for or convertible into shares of Common Stock
of the Company as to which the undersigned acquires ownership, directly or
beneficially, in the public trading markets, (iii) shares of Common Stock of the
Company sold in the Offering by the undersigned or shares of Common Stock sold
in the Offering which are otherwise deemed to be beneficially owned by the
undersigned, or (iv) the exchange of securities of the predecessor entities for
Common Stock concurrent with the Offering. For the purposes of this Agreement,
the "Commencement Date" shall mean the date an acceleration request is filed by
the Company and the Representatives with the Commission in connection with the
Offering, provided, however, that if the Offering is not consummated within
fifteen (15) business days after the Commencement Date, the restrictions set
forth herein with respect to the Restricted Securities shall terminate and shall
not commence again until the earlier to occur of (i) the date another
acceleration request is filed by the Company and the Representatives with the
Commission in connection with the Offering or (ii) the consummation of the
Offering.
Notwithstanding the foregoing, you agree that the undersigned
may transfer any or all of the Restricted Securities, either during the
undersigned's lifetime or on the undersigned's death, by gift, will or intestate
succession to the undersigned's immediate family or to a trust the beneficiaries
of which are exclusively the undersigned's and/or a member or members of the
undersigned's immediate family; provided, however, that in any such case it
shall be a condition to the transfer that the transferee execute an agreement
stating that the transferee is receiving and holding the Restricted Securities
subject to the provision of this letter agreement, and there shall be no further
transfer of such Restricted Securities except in accordance with this letter
agreement. For purposes of this paragraph, "immediate family" shall mean spouse,
lineal descendant, stepchildren, father, mother, brother or sister of the
transferor.
In addition, notwithstanding the foregoing: (a) if the
undersigned is a partnership, the partnership may transfer any Restricted
Securities to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any partner who is an individual may transfer
Restricted Securities by gift, will or intestate succession to his or her
immediate family or to a trust the beneficiaries of which are exclusively a
member or members of his or her immediate family; (b) if the undersigned is a
limited liability company, the limited liability company may transfer any
Restricted Securities to a member of such limited liability company, or to the
estate of any such member, and any member who is an individual may transfer
Restricted Securities by gift, will or intestate succession to his or her
immediate family or to a trust the beneficiaries of which are exclusively a
member or members of his or her immediate family; and (c) if the undersigned is
a corporation, the corporation may transfer Restricted Securities to any
stockholder of such corporation and any stockholder who is an individual may
transfer Restricted Securities by gift, will or intestate succession to his or
her immediate family or to a trust the beneficiaries of which are exclusively a
member or members of his or her immediate family; provided, however, that in any
such case, it shall be a condition to the transfer that the transferee execute
an agreement stating that the
2
<PAGE>
transferee is receiving and holding the Restricted Securities subject to the
provisions of this letter agreement, and there shall be no further transfer of
such Restricted Securities except in accordance with this letter agreement.
This Agreement will be legally binding on the undersigned and
on the undersigned's heirs, successors, and permitted assigns, executed as an
instrument governed by the internal laws of the State of New York.
Very truly yours,
/s/ Andrew C. Florance
--------------------------------
Signature
--------------------------------
Print Name and Title (if applicable)
--------------------------------
Print Address