EXECUTION
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (this "Agreement") is made as of September
__, 2000 by and among EpicEdge, Inc., f/k/a Design Automation Systems, Inc., a
Texas corporation (the "Company"), Edgewater Private Equity Fund III, L.P., a
Delaware limited partnership ("Edgewater"), and Fleck T.I.M.E. Fund, LP, a
Connecticut limited partnership ("TIME"). Edgewater and TIME are each referred
to herein as an "Investor" and collective as the "Investors".
WHEREAS, the Company and certain investors, including Edgewater and
TIME, entered into a stock purchase agreement dated February 18, 2000 (the
"Initial Stock Purchase Agreement") pursuant to which the Company sold, and such
investors purchased, an aggregate of 2,260,000 shares (the "Initial Shares") of
common stock, par value $.01 per share (the "Common Stock") of the Company; and
WHEREAS, in order to induce the investors to enter into the Initial
Stock Purchase Agreement, the Company entered into a Registration Agreement
dated February 18, 2000 (the "Initial Registration Agreement") with such
investors and the other parties named therein pursuant to which such investors
were provided certain rights relating to the registration of the Initial Shares;
and
WHEREAS, the Company and the Investors have entered into a stock
purchase agreement dated the date hereof (the "New Stock Purchase Agreement")
pursuant to which the Company proposes to sell, and the Investors propose to
purchase, an aggregate of 2,000,000 shares (the "Additional Shares") of Common
Stock; and
WHEREAS, in order to induce the Investors to enter into the New Stock
Purchase Agreement, the Company has agreed to provide the Investors with the
same rights with respect to the Additional Shares as provided under the Initial
Registration Agreement with respect to the Initial Shares.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
covenant and agree as follows.
The Company and each of the Investors agree that all of the terms of
the Initial Registration Agreement are applicable to the Additional Shares to
the same extent as if the Additional Shares were purchased pursuant to the
Initial Stock Purchase Agreement and included in the definition of "Registrable
Securities" as such term is defined in the Initial Registration Agreement, and
further agree that the Company and each of the Investors shall have all of the
rights and obligations with
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respect to the Additional Shares as such rights and obligations are set forth in
the Initial Registration Agreement with respect to the Initial Shares.
All issues concerning this Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois, without giving effect to
any choice of law or conflict of law provision of rule (whether of the State of
Illinois or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of Illinois.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EpicEdge, Inc., a Texas corporation
By: __________________________________
Its: President
Edgewater Private Equity Fund III, L.P.
By: Edgewater III Management, L.P.
Its: General Partner
By: Gordon Management, Inc.
Its: General Partner
By: __________________________________
Its: __________________________________
FLECK T.I.M.E. FUND, LP, a Connecticut
limited partnership
By: __________________________________
Its: Managing Partner
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