<PAGE> 1
CUSIP NO. 536252-10-9 Schedule 13D Page 1 of 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. __________)1
Lionbridge Technologies, Inc.
(Name of issuer)
Common Stock, par value $0.01
(Title of class of securities)
536252-10-9
(CUSIP number)
Janet L. Hennessy, Vice President (617) 951-9447
c/o Advent International Corp., 75 State St., Boston, MA 02109
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 25, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 31 Pages)
--------------------------------
1The 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 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> 2
CUSIP NO. 536252-10-9 Schedule 13D Page 2 of 31
Item 1: Advent International Corporation
Item 2: (a) X
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 4,364,004
Item 8: None
Item 9: 4,364,004
Item 10: None
Item 11: 4,364,004
Item 12: Not Applicable
Item 13: 29.2%
Item 14: CO, IA
<PAGE> 3
CUSIP NO. 536252-10-9 Schedule 13D Page 3 of 31
Item 1: Advent International Limited Partnership
Item 2: (a)x
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 4,267,813
Item 8: None
Item 9: 4,267,813
Item 10: None
Item 11: 4,267,813
Item 12: Not Applicable
Item 13: 28.5%
Item 14: PN
<PAGE> 4
CUSIP NO. 536252-10-9 Schedule 13D Page 4 of 31
Item 1: Advent Euro-Italian Direct Investment Program Limited Partnership
Item 2: (a)x
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 357,849
Item 8: None
Item 9: 357,849
Item 10: None
Item 11: 357,849
Item 12: Not Applicable
Item 13: 2.4%
Item 14: PN
<PAGE> 5
CUSIP NO. 536252-10-9 Schedule 13D Page 5 of 31
Item 1: Global Private Equity II Limited Partnership
Item 2: (a)x
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 2,613,975
Item 8: None
Item 9: 2,613,975
Item 10: None
Item 11: 2,613,975
Item 12: Not Applicable
Item 13: 17.5%
Item 14: PN
<PAGE> 6
CUSIP NO. 536252-10-9 Schedule 13D Page 6 of 31
Item 1: Global Private Equity II-Europe Limited Partnership
Item 2: (a)x
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 549,683
Item 8: None
Item 9: 549,683
Item 10: None
Item 11: 549,683
Item 12: Not Applicable
Item 13: 3.7%%
Item 14: PN
<PAGE> 7
CUSIP NO. 536252-10-9 Schedule 13D Page 7 of 31
Item 1: Global Private Equity II-PGGM Limited Partnership
Item 2: (a)x
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 746,306
Item 8: None
Item 9: 746,306
Item 10: None
Item 11: 746,306
Item 12: Not Applicable
Item 13: 5.0%
Item 14: PN
<PAGE> 8
CUSIP NO. 536252-10-9 Schedule 13D Page 8 of 31
Item 1: Advent Partners Limited Partnership
Item 2: (a)x
Item 4: OO
Item 5: Not Applicable
Item 6: Delaware
Item 7: 96,191
Item 8: None
Item 9: 96,191
Item 10: None
Item 11: 96,191
Item 12: Not Applicable
Item 13: 0.6%
Item 14: PN
<PAGE> 9
CUSIP NO. 536252-10-9 Schedule 13D Page 9 of 31
Item 1. Security and Issuer
(a) (b) This statement on Schedule 13D relates to the Reporting
Persons' (as defined in Item 2 below) beneficial ownership interest in
Lionbridge Technologies, Inc. a Delaware corporation (the "Corporation"). The
address of the principal executive office of the Corporation is 950 Winter
Street, Waltham, MA 02451.
Item 2. Identity and Background
(a) (b) (c) (f) This statement is being filed by the following
entities:
(1) Advent International Corporation, a Delaware corporation;
(2) Advent International Limited Partnership, a Delaware limited
partnership;
(3) Advent Euro-Italian Direct Investment Program Limited Partnership,
a Delaware limited partnership;
(4) Global Private Equity II Limited Partnership, a Delaware limited
partnership;
(5) Global Private Equity II-Europe Limited Partnership, a Delaware
limited partnership;
(6) Global Private Equity II-PGGM Limited Partnership, a Delaware
limited partnership;
(7) Advent Partners Limited Partnership, a Delaware limited
partnership;
The persons serving as directors and executive officers of Advent
International Corporation are set forth on Schedule A hereto.
The entities listed in subparagraph (1) through (7) above are herein
collectively referred to as the "Reporting Persons" and individually as a
"Reporting Person." Advent International Corporation ("AIC") is an investment
advisory firm. AIC is the General Partner of Advent International Limited
Partnership ("AILP"). Advent Euro-Italian Direct Investment Program Limited
Partnership, Global Private Equity II Limited Partnership, Global Private Equity
II- Europe Limited Partnership, and Global Private Equity IIPGGM Limited
Partnership are venture capital investment funds the general partner of which is
AILP. Advent Partners Limited Partnership is a venture capital investment fund
the General Partner of which is AIC. Except as otherwise stated on Schedule A
hereto, the principal business address of all of the Reporting Persons is c/o
Advent International Corporation, 75 State, Boston, MA 02109.
<PAGE> 10
CUSIP NO. 536252-10-9 Schedule 13D Page 10 of 31
(d) (e) During the last five years, none of the Reporting Persons nor
any person listed on Schedule A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, none of the Reporting Persons nor any person listed on Schedule A has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired Series A Convertible Preferred Stock
and Series D Non-voting Preferred Stock of the Corporation for an aggregate
price of $6,000,000.00 on December 23, 1996.
In conjunction with the Corporations Initial Public Offering, the
Series A Convertible Preferred and the Series D Non-voting Preferred Stock
converted into Series B Redeemable Preferred Stock and Series C Convertible
Preferred Stock. The Series C Convertible Preferred Stock automatically
converted into Common Stock and the Series B Redeemable Preferred Stock was
redeemed for cash at the closing of the Initial Public Offering.
Subsequently, the Reporting Persons used a portion of its proceeds
from the redemption of the Series B stock to purchase an additional 364,000
shares of Common Stock of the Corporation at the closing of initial public
offering. The Reporting Persons paid an aggregate of $3,640,000.00 for the
shares purchased in the initial public offering.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities of the Corporation
strictly for investment purposes. The Reporting Persons intend to periodically
review their investment in the Corporation. Depending upon future evaluations of
the business prospects of the Corporation and upon other developments,
including, but not limited to, general economic and business conditions and
market conditions, the Reporting Persons may determine to increase or decrease
their equity interest in the Corporation by acquiring additional Securities, or
by disposing of all or a portion of the Securities now held.
The Reporting Persons have certain registration rights with respect
to the Common Stock of the Corporation as outlined in the Second Restated
Registration Rights Agreement dated as of February 26, 1999 by and among the
Company and the Investors.
<PAGE> 11
CUSIP NO. 536252-10-9 Schedule 13D Page 11 of 31
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number and percentage
(based upon the number of shares of Common Stock outstanding as of August 25,
1999) of the Common Stock beneficially owned by each Reporting Person named in
Item 2 of this statement. The aggregate number and percentage of the Common
Stock beneficially owned by each Reporting Person is calculated in accordance
with Rule 13d-3(d)(1).
<TABLE>
<CAPTION>
Number of Percentage
Shares of of Shares
Reporting Person Common Stock Outstanding
- ----------------------------------------------------------------- ------------ -----------
<S> <C> <C>
Advent Euro-Italian Direct Investment Program Limited Partnership
(1) 357,849 2.4%
Global Private Equity II Limited Partnership (1) 2,613,975 17.5%
Global Private Equity II-Europe Limited Partnership (1)
549,683 3.7%
Global Private Equity II-PGGM Limited Partnership (1)
746,306 5.0%
--------- ----
Advent International Limited Partnership (1) 4,267,813 28.5%
Advent Partners Limited Partnership (2) 96,191 0.6%
--------- ----
Advent International Corporation (1), (2) 4,364,004 29.2%
========= ====
Total Group 4,364,004 29.2%
========= ====
</TABLE>
(1) AIC is the General Partner of AILP which in turn is the General
Partner of the indicated Reporting Persons. As such, AIC has the sole power to
vote and dispose of the securities owned by the indicated Reporting Persons. The
beneficial ownership of AIC and AILP derive from such power.
(2) AIC is the General Partner of Advent Partners Limited Partnership
("APLP"). As such, AIC has the power to vote and dispose of the securities owned
by APLP. The beneficial ownership of AIC derives from such power.
(b) Each of the Reporting Persons listed in the table set forth above
has sole voting and dispositive power over the Common Stock beneficially owned
by it as indicated above.
(C) (d) (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Item 4
Item 7. Materials to be Filed as Exhibits.
Exhibit A: Second Amended & Restated Registration Rights Agreement
dated February 26, 1999.
<PAGE> 12
CUSIP NO. 536252-10-9 Schedule 13D Page 12 of 31
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
September 7, 1999
Advent Euro-Italian Direct Investment Program Limited Partnership
By: Advent International L.P., General Partner
By: Advent International Corp., General Partner
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
Global Private Equity II Limited Partnership
By: Advent International L.P., General Partner
By: Advent International Corp., General Partner
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
Global Private Equity II-Europe Limited Partnership
By: Advent International L.P., General Partner
By: Advent International Corp., General Partner
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
Global Private Equity II-PGGM Limited Partnership
By: Advent International L.P., General Partner
By: Advent International Corp., General Partner
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
Advent Partners Limited Partnership
By: Advent International Corp., General Partner
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
Advent International Limited Partnership
By: Advent International Corp., General Partner
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
Advent International Corporation
By: Janet L. Hennessy /S/ Janet L. Hennessy
Vice President ___________________________________
<PAGE> 13
CUSIP NO. 536252-10-9 Schedule 13D Page 13 of 31
SCHEDULE A
The name and present principal occupation of each executive
officer and director of Advent International Corporation is set forth below. The
business address of each executive officer and director of Advent International
Corporation is c/o Advent International Corporation, 75 State Street, Boston,
Massachusetts 02109. All of the persons listed below are United States citizens.
I. Advent International Corporation
<TABLE>
<CAPTION>
Position with Principal
Advent International Occupation
Name Corporation (if different)
---- -------------------- --------------
<S> <C> <C>
Peter A. Brooke Chairman
Douglas R. Brown Chief Executive Officer
President
Director
Thomas H. Lauer Senior Vice President
Chief Financial Officer
Assistant Secretary
Mark Hoffman Director Chief Executive
Officer of
Hamilton Lunn Limited
Frank Savage Director Senior Vice
President of
Equitable Life
Assurance Society
Vice Chairman of
Equitable Capital
Management Corp.
David W. Watson Secretary
</TABLE>
<PAGE> 14
CUSIP NO. 536252-10-9 Schedule 13D Page 14 of 31
EXHIBIT A
Second Restated Registration Rights Agreement
Agreement dated as of the 26th day of February, 1999 by and among
Lionbridge Technologies Holdings, Inc., a Delaware corporation (the "Company"),
each of the other parties listed on the signature pages hereto (the "Prior
Investors"), Capital Resource Lenders III, L.P. ("CRL") and Morgan Stanley
Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex,
L.P.
(collectively, "Morgan Stanley").
WHEREAS, Lionbridge Technologies, Inc. ("LTI"), the Company and the Prior
Investors entered into a Restated Registration Rights Agreement dated as of
February 9, 1998 (the "Prior Registration Rights Agreement") in connection with
the issuance of equity interests in the Company to the Prior Investors in
exchange for all of the shares of capital stock in LTI and Lionbridge
Technologies Holdings B.V. ("LTHBV") then held by such Prior Investors;
WHEREAS, The Company and CRL are entering into a First Amended and Restated
Senior Subordinated Note and Warrant Purchase Agreement, dated as of February
26, 1999, (the "CRL Note and Warrant Purchase Agreement") pursuant to which CRL
will purchase from the Company a First Amended and Restated Senior Subordinated
Note and warrants to purchase up to 2,051,818 shares of Common Stock (as defined
below) of the Company; and
WHEREAS, LTHBV and CRL are entering into a Senior Subordinated Note
Purchase Agreement, dated as of February 26, 1999, (the "CRL/LTHBV Note Purchase
Agreement") pursuant to which CRL will purchase from LTHBV a Senior Subordinated
Note; and
WHEREAS, LTHI and Morgan Stanley will enter into a Senior Subordinated Note
and Warrant Purchase Agreement (the "Morgan Stanley Note and Warrant Purchase
Agreement") pursuant to which Morgan Stanley will purchase from LTHI a Senior
Subordinated Note and warrants to purchase shares of Common Stock (as defined
below) of LTHI; and
WHEREAS, Lionbridge Technologies Holdings B.V. ("LTHBV") and Morgan Stanley
are entering into a Senior Subordinated Note Purchase Agreement (the "Morgan
Stanley/LTHBV Note Purchase Agreement") pursuant to which Morgan Stanley will
purchase from LTHBV a Senior Subordinated Note; and
WHEREAS, LTI, the Company, and the Prior Investors desire to terminate the
Prior Registration Rights Agreement and enter into a Second Restated
Registration Rights Agreement with the Company, CRL and Morgan Stanley in order
to induce CRL and Morgan Stanley to enter into the CRL Note and Warrant Purchase
Agreement, the CRL/LTHBV Note Purchase Agreement, the Morgan Stanley Note and
Warrant Purchase Agreement and the Morgan Stanley/LTHBV Note Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements herein
contained, and intending to be bound hereby, the parties hereby agree as
follows:
1. Definitions.
1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
<PAGE> 15
CUSIP NO. 536252-10-9 Schedule 13D Page 15 of 31
"Affiliate" means, with respect to any Prior Investor, CRL or Morgan
Stanley, any Person directly or indirectly controlling, controlled by, or under
common control with such Person.
"Commission" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act (as defined below).
"Common Stock" means the common stock, $.01 par value per share, of the
Company.
"Common Stockholders" means the holders of Common Stock issued and
outstanding on the date hereof and any persons or entities to whom the rights
granted under this Agreement are transferred by any Common Stockholders, their
successors or assigns pursuant to this Agreement.
"Company" means Lionbridge Technologies Holdings, Inc.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Person" means an individual, corporation, partnership, association, trust
or other entity or organization.
"Preferred Stockholders" means the Prior Investors and any persons or
entities to whom the rights granted under this Agreement are transferred by any
Prior Investors, their successors or assigns pursuant to Section 2 hereof.
"Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of Common Stock
(other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).
"Registration Expenses" means the expenses described in Section 2.5.
"Registrable Common Shares" means the shares of Common Stock of the Company
issued and outstanding on the date hereof, any other shares of Common Stock of
the Company issued in respect of the Registrable Common Shares (because of stock
splits, stock
-2-
<PAGE> 16
CUSIP NO. 536252-10-9 Schedule 13D Page 16 of 31
dividends, reclassifications, recapitalizations, or similar events), and any
shares of Common Stock issued upon the exercise of stock options granted
pursuant to option agreements that expressly provide that the option recipient
shall be entitled to demand registration rights with respect to the shares of
Common Stock issuable upon exercise of such options.
"Registrable Shares" means (i) the shares of Common Stock issued or
issuable upon conversion of the shares of Series C Convertible Preferred Stock,
$.01 par value per share (the "Series C Preferred") into which the Series A
Preferred are then convertible, (ii) any other shares of Common Stock of the
Company issued in respect of the Series A Preferred (because of stock splits,
stock dividends, reclassifications, recapitalizations, or similar events), and
(iii) any shares of Common Stock issued or issuable upon exercise of the
Warrants. Wherever reference is made in this Agreement to a request or consent
of holders of a certain percentage of Registrable Shares, or to a number or
percentage of Registrable Shares held by a Stockholder (as defined below), such
reference shall include shares of Common Stock (a) issuable upon conversion of
the Series C Preferred issued; (b) issuable upon conversion of the Series A
Preferred; or (c) issuable upon exercise of the Warrants even though such
conversion or exercise has not yet been effected.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission issued
under such Act, as they each may, from time to time, be in effect.
"Series A Preferred" shall mean all shares of Series A Convertible
Preferred Stock, $.01 par value per share, of the Company.
"Stockholders" means the Common Stockholders, the Preferred Stockholders,
CRL and Morgan Stanley.
"Warrants" shall mean the Common Stock Purchase Warrants to purchase Common
Stock issued to CRL pursuant to the CRL Note and Warrant Purchase Agreement and
to be issued to Morgan Stanley pursuant to the Morgan Stanley Note and Warrant
Purchase Agreement.
2. Registration Rights.
2.1 Sale or Transfer of Shares; Legend.
(a) The Registrable Shares and the Registrable Common Shares shall not be
sold or transferred unless either (i) they first shall have been registered
under the Securities Act, or (ii) the Company first shall have been furnished
with an opinion of legal counsel, reasonably satisfactory to the Company, to the
effect that such sale or transfer is exempt from the registration requirements
of the Securities Act.
-3-
<PAGE> 17
CUSIP NO. 536252-10-9 Schedule 13D Page 17 of 31
(b) Each certificate representing the Registrable Shares and the
Registrable Common Shares shall bear a legend substantially in the following
form:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"), or applicable state
securities laws and may not be transferred or otherwise disposed of unless and
until such shares are registered under the Act and such laws or (1) registration
under applicable state securities laws is not required and (2) an opinion of
counsel satisfactory to the Company is furnished to the Company to the effect
that registration under the Act is not required."
The foregoing legend shall be removed from the certificates representing
any Registrable Shares and the Registrable Common Shares at the request of the
holder thereof at such time as they become registered under the Securities Act
or eligible for resale pursuant to Rule 144(k) under the Securities Act.
2.2 Required Registrations.
(a) If, at any time after the date two (2) years after the purchase of the
Series A Preferred (but in no event within six (6) months after the effective
date of any prior Company registration statement), within 90 days following
receipt by the Company of written notice from a Preferred Stockholder, Preferred
Stockholders, CRL, or Morgan Stanley holding (or intending to convert Series A
Preferred or Warrants into) not less than forty percent (40%) of the then
outstanding Registrable Shares, which written notice requests the Company to
register at least twenty percent (20%) of the shares of Common Stock issued or
issuable upon conversion of the Series C Preferred (issued or issuable upon
conversion of the Series A Preferred) or upon exercise of the Warrants, or any
lesser percentage, so long as the anticipated aggregate offering price for such
shares exceeds $5,000,000, the Company shall use its best efforts to effect the
registration of such Registrable Shares on Form S-1 or Form S-2 (or any
successor forms) or other appropriate Registration Statement designated by such
Preferred Stockholder, Preferred Stockholders, CRL or Morgan Stanley.
(b) At any time after the Company becomes eligible to file a Registration
Statement on Form S-3 (or any successor form relating to secondary offerings), a
Preferred Stockholder, Preferred Stockholders, CRL or Morgan Stanley may request
the Company, in writing, to effect the registration on Form S-3 (or such
successor form), of the Registrable Shares of such Preferred Stockholder,
Preferred Stockholders, CRL or Morgan Stanley having an aggregate offering price
of at least $1,000,000 (based on the then current public market price).
Thereupon, the Company shall, as expeditiously as possible, use its best efforts
to effect the registration on Form S-3, or such successor form, of all
Registrable Shares which the Company has been requested to register.
(c) The Preferred Stockholders, CRL and Morgan Stanley shall have the right
to require the Company to effect two demand registrations on Form S-1 or Form
S-2
-4-
<PAGE> 18
CUSIP NO. 536252-10-9 Schedule 13D Page 18 of 31
and an unlimited number of registrations on Form S-3 (or any successor forms)
pursuant to this Section 2.2; however, a registration on Form S-1 or Form S-2
will not count for this purpose unless it becomes effective and holders are able
to sell at least 50% of the Registrable Shares sought to be included in such
registration. The Company shall not, however, register any additional shares of
stock of the Company at the same time as a demand registration without the prior
written consent of the holders of a majority of the Registrable Shares to be
included in the demand registration.
(d) If at the time of any request to register Registrable Shares pursuant
to this Section 2.2, the Company is engaged or has fixed plans to engage within
30 days of the time of the request in a registered public offering as to which
the Preferred Stockholders, CRL and Morgan Stanley may include Registrable
Shares pursuant to Section 2.3 or is engaged in any other activity which, in the
good faith determination of the Company's Board of Directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the Company may at its option direct that such request be delayed for a
period not in excess of six (6) months from the effective date of such offering
or the date of commencement of such other material activity, as the case may be,
such right to delay a request to be exercised by the Company not more than once
in any one-year period.
2.3 Incidental Registration.
(a) Whenever the Company proposes to file a Registration Statement, prior
to such filing it shall give written notice to all Stockholders of its intention
to do so, and upon the written request of a Stockholder or Stockholders given
within 30 days after the Company provides such notice (which request shall state
the intended method of disposition of such Registrable Shares or Registrable
Common Shares), the Company shall cause all Registrable Shares and Registrable
Common Shares which the Company has been requested 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 of such Stockholder(s).
(b) In connection with any offering under this Section 2.3 involving an
underwriting, the Company shall not be required to include any Registrable
Shares or Registrable Common Shares in such underwriting unless the holders
thereof accept the terms of the underwriting as agreed upon between the Company
and the underwriters selected by it, and then only in such quantity as will not,
in the opinion of the underwriters, jeopardize the success of the offering by
the Company. If in the opinion of the managing underwriter the registration of
all, or part of, the Registrable Shares and Registrable Common Shares which the
Stockholders have requested to be included would materially and adversely affect
such public offering, then the Company shall be required to include in the
underwriting only that number of Registrable Shares and Registrable Common
Shares, if any, which the managing underwriter believes may be sold without
causing such adverse effect. In the event of such a reduction in the number of
shares to be included in the underwriting, all Stockholders of Registrable
Shares and Registrable Common Shares who have requested registration shall
participate in the underwriting pro rata based upon
-5-
<PAGE> 19
CUSIP NO. 536252-10-9 Schedule 13D Page 19 of 31
their total ownership of Registrable Shares and Registrable Common Shares (or in
any other proportion as agreed upon by such Stockholders) and if any such
Stockholders would thus be entitled to include more shares than such
Stockholders requested to be registered, the excess shall be allocated among
such other requesting holders pro rata based on their ownership of Registrable
Shares and Registrable Common Shares. No other securities requested to be
included in a registration for the account of anyone other than the Company or
the Stockholders shall be included in a registration unless all Registrable
Shares and Registrable Common Shares requested to be included in such
registration are also included.
(c) Holders of not less than fifty-one percent (51%) of the Registrable
Common Shares may waive the rights contained in this Section 2.3 on behalf of
all holders of Registrable Common Shares.
2.4 Registration Procedures. If and whenever the Company is required by the
provisions of this Agreement to use its best efforts to effect the registration
of any of the Registrable Shares and the Registrable Common Shares under the
Securities Act, the Company shall:
(a) file with the Commission a Registration Statement with respect to such
Registrable Shares and Registrable Common Shares and use its best efforts to
cause that Registration Statement to become and remain effective;
(b) as expeditiously as possible 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 a period of not less than 90 days from the
effective date;
(c) as expeditiously as possible furnish to each selling Stockholder such
reasonable numbers of copies of the prospectus, including the preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as the selling Stockholder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Shares and
the Registrable Common Shares owned by the selling Stockholder; and
(d) as expeditiously as possible use its best efforts to register or
qualify the Registrable Shares and the Registrable Common Shares covered by the
Registration Statement under the securities or Blue Sky laws of such states as
the selling Stockholder shall reasonably request, and do any and all other acts
and things that may be necessary or desirable to enable the selling Stockholder
to consummate the public sale or other disposition of the Registrable Shares and
the Registrable Common Shares owned by the selling Stockholder in such
jurisdictions; provided, however, that the Company shall not be required in
connection with this paragraph (d) to qualify as a foreign corporation in any
jurisdiction.
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CUSIP NO. 536252-10-9 Schedule 13D Page 20 of 31
If the Company has delivered preliminary or final prospectuses to selling
Stockholders and after having done so the prospectus has been or is required to
be amended to comply with the requirements of the Securities Act, or the
Commission has issued a stop order or other suspension of effectiveness of a
registration statement, the Company shall promptly notify the selling
Stockholders and, if requested, the selling Stockholders shall immediately cease
making offers of Registrable Shares and Registrable Common Shares and shall
return all prospectuses to the Company. The Company shall promptly provide the
selling Stockholders with revised prospectuses and, following receipt of the
revised prospectuses, the selling Stockholder shall be free to resume making
offers of the Registrable Shares and the Registrable Common Shares.
2.5 Allocation of Expenses. The Company shall pay the Registration Expenses
for (i) the demand registration on Form S-1 or Form S-2 (or any successor forms)
and (ii) all demand registrations on Form S-3. If a registration on a
Registration Statement other than Form S-3 (or any successor form) requested by
the Stockholders pursuant to paragraph (a) of Section 2.2 is withdrawn at the
request of the Stockholders requesting it (other than as a result of information
concerning the business or financial condition of the Company that is made known
to the Stockholders after the date on which such registration was requested) and
if the requesting Stockholders holding a majority of the Registrable Shares and
the Registrable Common Shares requested to be included in such registration
elect not to have such registration counted as a registration requested under
paragraph (a) of Section 2.2, the requesting Stockholders shall pay the
Registration Expenses of such registration pro rata in accordance with the
number of their Registrable Shares and Registrable Common Shares included in
such registration. For purposes of this Section, the term "Registration
Expenses" shall mean all expenses incurred by the Company in complying with this
Section 2, including, without limitation, all registration and filing fees,
exchange listing fees, printing expenses, fees and disbursements of counsel for
the Company and one counsel for the selling Stockholders, out-of-pocket expenses
of the Company and the underwriters, state Blue Sky fees and expenses, and the
expense of any special audits incident to or required by any such registration,
but excluding underwriting discounts and selling commissions and fees of more
than one counsel for the selling Stockholders. Such underwriting discounts and
selling commissions shall be borne pro rata by the selling Stockholders in
accordance with the number of their Registrable Shares and Registrable Common
Shares included in such registration.
2.6 Indemnification. In the event of any registration of any of the
Registrable Shares and the Registrable Common Shares under the Securities Act
pursuant to this Agreement, then to the extent permitted by law the Company
shall indemnify and hold harmless the seller of such Registrable Shares and
Registrable Common Shares, each underwriter of such Registrable Shares and
Registrable Common Shares and each other person, if any, who controls such
seller 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 seller, underwriter or controlling person may become subject under
the Securities Act, the Exchange Act, state securities 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 Shares and
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CUSIP NO. 536252-10-9 Schedule 13D Page 21 of 31
Registrable Common Shares 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 shall reimburse each such seller,
underwriter and controlling person for reasonable legal or any other expenses
incurred by such seller, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such case to the
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 seller, underwriter or controlling person
specifically for use in the preparation thereof.
In the event of any registration of any of the Registrable Shares
and the Registrable Common Shares under the Securities Act pursuant to this
Agreement, then to the extent permitted by law, each seller of Registrable
Shares and Registrable Common Shares, severally and not jointly, shall indemnify
and hold harmless the Company, each of its directors and officers and each
underwriter (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 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 fact contained in any Registration Statement
under which such Registrable Shares and Registrable Common Shares 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 solely in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of such seller,
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; and such seller shall reimburse
the Company for reasonable legal or other expenses incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action.
An underwriter shall not be entitled to indemnification pursuant to this
subsection in the event that it fails to deliver to any selling Stockholder any
preliminary or final or revised prospectus, as required by the rules and
regulations of the Commission. Finally, no indemnification shall be provided
pursuant to this subsection in the event that any error in a preliminary
prospectus of the Company is subsequently corrected in the final prospectus of
the Company for a particular offering, and such final prospectus is delivered to
all purchasers in the offering prior to the date of purchase of the securities.
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CUSIP NO. 536252-10-9 Schedule 13D Page 22 of 31
Each party entitled to indemnification under this Section 2.6 (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 2.6. 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 litigation, and no Indemnified Party shall
consent to entry of any judgment or settle such claim or litigation without the
prior written consent of the Indemnifying Party.
2.7 Indemnification with Respect to Underwritten Offerings. In the event
that Registrable Shares and Registrable Common Shares are sold pursuant to a
Registration Statement in an underwritten offering, the Company and the
Stockholders whose shares are being registered agree 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 and such Stockholders of the underwriters of such
offering.
2.8 Information by Holder. Each holder of Registrable Shares and
Registrable Common Shares included in any registration shall furnish to the
Company such information regarding such holder and the distribution proposed by
such holder as the Company may request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Section 2.
2.9 Rule 144 Requirements. With a view to making available to the
Stockholders 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
Stockholder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act (at any time after
it has become subject to the reporting requirements of the Exchange Act);
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CUSIP NO. 536252-10-9 Schedule 13D Page 23 of 31
(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
(at any time after it has become subject to such reporting requirements); and
(c) furnish to any holder of Registrable Shares and Registrable Common
Shares upon request a written statement by the Company as to its compliance with
the reporting requirements of said Rule 144 (at any time after 90 days after the
closing of the first sale of securities by the Company pursuant to a
Registration Statement), and of the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents of the Company as such holder may reasonably request to avail
itself of any similar rule or regulation of the Commission allowing it to sell
any such securities without registration.
2.10 Selection of Underwriter. In the case of any registration effected
pursuant to Section 2.2, the Company shall have the right to designate the
managing underwriter, subject to the approval of the requesting Stockholders,
which approval shall not be unreasonably withheld or delayed.
2.11 Restrictions on Other Agreements. The Company will not enter into any
agreement with any party which by its terms grants any right superior to those
of the Prior Investors, CRL and Morgan Stanley, relating to the registration of
the Company's Common Stock without the consent of the holders of not less than
fifty-one percent (51%) of the Registrable Shares then outstanding.
2.12 Termination. The provisions of this Section 2 shall terminate on the
earlier to occur of (i) the fifth (5th) anniversary of the date of the Company's
Initial Public Offering; (ii) such time as a Prior Investor, CRL or Morgan
Stanley remains an "affiliate" of the Company pursuant to Rule 144 and can sell
all of his remaining Registrable Shares under Rule 144 within any three (3)
month period; or (iii) such time as a Prior Investor, CRL or Morgan Stanley
ceases to be an affiliate of the Company pursuant to Rule 144 and all of the
Prior Investor's, CRL's or Morgan Stanley's Registrable Shares may be sold
pursuant to Rule 144(k).
2.13 "Stand-Off" Agreement. Each Stockholder, if requested by the Company
and the managing underwriter of an offering by the Company of Common Stock or
other securities of the Company pursuant to a Registration Statement, shall
agree not to sell publicly or otherwise transfer or dispose of any Registrable
Shares, Registrable Common Shares or other securities of the Company held by
such Stockholder for a specified period of time (not to exceed 180 days)
following the effective date of such Registration Statement; provided, that:
(a) such agreement shall only apply to the first Registration Statement
covering Common Stock to be sold on its behalf to the public in an underwritten
offering; and
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CUSIP NO. 536252-10-9 Schedule 13D Page 24 of 31
(b) all Stockholders holding not less than the number of shares of Common
Stock held by such Stockholder (including shares of Common Stock issuable upon
the conversion of Shares, or other convertible securities, or upon the exercise
of options, warrants (including the Warrants) or rights) and all officers and
directors of the Company enter into similar agreements.
3. Transfers of Certain Rights.
3.1 Permitted Transfer. Subject to the provisions of Section 2.1 of this
Agreement and the rights granted to each Stockholder pursuant to this Agreement
may be transferred by such Stockholder to any person or entity who (i) acquires
at least 20% of the Registrable Shares and Registrable Common Shares held by
such Stockholder and (ii) holds, as a result of such acquisition, at least 10%
of the outstanding Registrable Shares and Registrable Common Shares; provided,
however, that the Company is given written notice by the transferee at the time
of such transfer stating the name and address of the transferee and identifying
the securities with respect to which such rights are being assigned; and
provided further, that no such transferee may further transfer such rights to
any person or entity unless such person or entity is acquiring 100% of the
aggregate number of Registrable Shares and Registrable Common Shares purchased
or otherwise acquired by such transferee at the time such transferee obtained
such rights from such Stockholder. In the event of a transfer of the rights by a
Stockholder, such Stockholder shall continue to be entitled to such rights with
respect to the Registrable Shares and Registrable Common Shares still held by
such Stockholder, but shall not be entitled to transfer such rights to any
person or entity unless such person or entity is acquiring 100% of the aggregate
number of Registrable Shares and Registrable Common Shares then held by such
Stockholder.
3.2 Transferees. Any transferee (other than a Stockholder who is a party to
this Agreement) to whom rights hereunder are transferred shall, as a condition
to such transfer, deliver to the Company a written instrument by which such
transferee agrees to be bound by the obligations imposed upon holders of
Registrable Shares and Registrable Common Shares under this Agreement to the
same extent as if such transferee were a party hereto.
3.3 Affiliates. Notwithstanding anything to the contrary herein, any
Stockholder may transfer rights granted to it hereunder to any Affiliate of such
Stockholder to whom Registrable Shares and Registrable Common Shares are
transferred and who delivers to the Company a written instrument in accordance
with Section 3.2 above and containing the representation that the transfer is
exempt from registration under the Securities Act. In the event of such
transfer, such Affiliate shall be deemed a Stockholder and may only again
transfer such rights to any other person or entity if such person or entity is
acquiring 100% of the aggregate number of Registrable Shares and Registrable
Common Shares purchased or otherwise acquired by such Affiliate at the time such
Affiliate obtained such rights from the Stockholder in accordance with, and
subject to, the provisions of this Section 3.
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CUSIP NO. 536252-10-9 Schedule 13D Page 25 of 31
4. General.
4.1 Notices. All notices, requests, consents and other communications under
this Agreement shall be in writing and shall be delivered by hand, by
telecopier, by overnight mail or mailed by first class certified or registered
mail, return receipt requested, postage prepaid:
If to the Company:
Rory J. Cowan
President & Chief Executive Officer
950 Winter Street, Suite 4300
Waltham, Massachusetts 02154
(or at such other address as may have been furnished in writing to the
Prior Investors, CRL and Morgan Stanley by the Company)
with a copy to:
George W. Lloyd, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
If to a Prior Investor, CRL or Morgan Stanley, at its address set forth
beneath its signature to this Agreement (or at such other address as may have
been furnished in writing to the Company by such Purchaser).
Notices provided in accordance with this Section 4 shall be deemed
delivered upon personal delivery, receipt by telecopy or overnight mail, or 48
hours after deposit in the mail in accordance with the above.
4.2 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
4.3 Amendments and Waivers. Except as otherwise expressly set forth in this
Agreement, any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and the holders of not less than fifty-one percent (51%) of the
Registrable Shares and the Registrable Common Shares; provided that this
Agreement may be amended or modified with the consent of the holders of less
than all of the shares of Series A Preferred and Series C Preferred and Warrants
only in a manner which affects
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<PAGE> 26
CUSIP NO. 536252-10-9 Schedule 13D Page 26 of 31
all shares of the Series A Preferred and Series C Preferred and Warrants in the
same manner. No waivers of or exceptions to any term, condition or provision of
this Agreement in any one or more instances shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision.
4.4 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
4.5 Captions. The captions of the sections, subsections and paragraphs of
this Agreement have been added for convenience only and shall not be deemed to
be a part of this Agreement.
4.6 Severability. Each provision of this Agreement shall be interpreted in
such manner as to validate and give effect thereto to the fullest lawful extent,
but if any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable under applicable law, such provision
shall be ineffective only to the extent so determined and such invalidity or
unenforceability shall not affect the remainder of such provision or the
remaining provisions of this Agreement.
4.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
5. Termination of Prior Registration Rights Agreement. By their execution
of this Agreement, LTI and the Prior Investors who were parties to the Prior
Registration Rights Agreement hereby terminate the Prior Registration Rights
Agreement and the Company and the Prior Investors who were parties to the Prior
Registration Rights Agreement hereby enter into this Restated Registration
Rights Agreement.
6. Subsequent Morgan Stanley Purchase. The Company and Morgan Stanley will
subsequently enter into the Morgan Stanley Note and Warrant Purchase Agreement
and LTHBV and Morgan Stanley will subsequently enter into the Morgan
Stanley/LTHBV Note Purchase Agreement at such location, date and time as may be
agreed upon by Morgan Stanley, the Company (the "Morgan Stanley Closing"). At
the Morgan Stanley Closing, Morgan Stanley shall execute a counterpart of this
Agreement countersigned by the Company and shall become entitled to the rights
and benefits conferred hereby and shall be bound by the terms hereof as Warrant
holder (in addition to being a holder of Preferred Stock). Each original
signatory acknowledges and agrees that Morgan Stanley may become a party to this
Agreement as a Warrant holder pursuant to this Section 6.
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<PAGE> 27
CUSIP NO. 536252-10-9 Schedule 13D Page 27 of 31
IN WITNESS WHEREOF, the parties hereto have caused this Second Restated
Registration Rights Agreement to be executed by their respective officers or
representatives thereunto duly authorized, as of the date first above written.
LIONBRIDGE TECHNOLOGIES HOLDINGS, INC.
By:__________________________________
Title:
CAPITAL RESOURCE LENDERS III, L.P.
By: Capital Resource Partners III, L.C.,
its General Partner
By:___________________________________
Member
PRIOR INVESTORS:
GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:______________________________________
GLOBAL PRIVATE EQUITY II LIMITED - EUROPE
LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:_______________________________________
<PAGE> 28
CUSIP NO. 536252-10-9 Schedule 13D Page 28 of 31
GLOBAL PRIVATE EQUITY II - PGGM LIMITED
PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:___________________________________________
ADVENT EURO-ITALIAN DIRECT INVESTMENT
PROGRAM LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:_____________________________________________
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By:______________________________________________
MORGAN STANLEY VENTURE CAPITAL
FUND II ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its General Partner
By: Morgan Stanley Venture Capital II, Inc.,
Managing General Partner
By:____________________________________________
Name:
Title:
c/o Morgan Stanley Venture
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its General Partner
By: Morgan Stanley Venture Capital II, Inc.,
Managing General Partner
By:_________________________________________
Name:
Title:
c/o Morgan Stanley Venture
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
----------------------------
Rory J. Cowan
281 Fairhaven Road
Concord, MA 01742
----------------------------
Milton Bordwin
87 Hillside Road
Newton, MA 02161
<PAGE> 29
CUSIP NO. 536252-10-9 Schedule 13D Page 29 of 31
----------------------------
Marilyn Brady
105 Lexington Road
Concord, MA 01742
----------------------------
Barton L. Faber
4339 East Rose Lane
Paradise Valley, AZ 85238
----------------------------
Jeffrey M. Fitzgerald
37 Wedgewood Drive
Hopkinton, MA 01748
----------------------------
FRANKENBERG FAMILY TRUST,
ROBERT J. FRANKENBERG TTE,
LINDA L. FRANKENBERG, TTE
----------------------------
c/o Robert J. Frankenberg
701 East Sunburst Lane
Alpine, UT 84004
-------------------------------------
FLEET BANK, TRUSTEE FOR THE TH&T, LLP,
DEFERRED EARNINGS TRUST, F/B/O
GEORGE W. LLOYD
-------------------------------------
c/o George W. Lloyd
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
----------------------------
Stephen C. Morris
40 Coolidge Road
Concord, MA 01742
----------------------------
IEA Private Investments Ltd
c/o China Access Ltd.
Attn: Mr. Mark Pu
25th Floor Penthouse
Prince's Building, Central
Hong Kong, China
----------------------------
Charles M. Sincerbeaux
15 Perry Lane
Weston, MA 02193
----------------------------
Paul Kavanagh
c/o Archachon
Strathmore Road
Killiney, Co. Dublin
Ireland
----------------------------
Kenneth Coleman
133 Shaw Road
Chestnut Hill, MA 02167
COWAN MANCHESTER TRUST DATED 9/22/94
By:_______________________________
Milton Bordwin, Trustee
COWAN STREAM TRUST DATED 4/21/95
By:_______________________________
Milton Bordwin, Trustee
AS TO SECTION 5 ONLY OF THIS
AGREEMENT:
LIONBRIDGE TECHNOLOGIES, INC.
By:
Title:
<PAGE> 30
CUSIP NO. 536252-10-9 Schedule 13D Page 30 of 31
SECOND RESTATED
REGISTRATION RIGHTS AGREEMENT
MORGAN STANLEY SIGNATURE PAGE
The undersigned hereby executes the Second Restated Registration Rights
Agreement (the "Agreement") by and among Lionbridge Technologies Holdings, Inc.
(the "Company") and certain other parties which executed the same, and hereby
agrees to all of the provisions of the Agreement and hereby authorizes this
signature page to be attached, together with signature pages of the original
signatories, to a counterpart of the Agreement.
MORGAN STANLEY VENTURE CAPITAL
FUND II ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.
its General Partner
By: Morgan Stanley Venture Capital II,
Inc., Managing General Partner
By:
-----------------------------------------
Name:
Title:
c/o Morgan Stanley Venture
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
MORGAN STANLEY VENTURE INVESTORS
ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its General Partner
By: Morgan Stanley Venture Capital II,
Inc. Managing General Partner
By:
-----------------------------------------
Name:
Title:
c/o Morgan Stanley Venture
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
ACCEPTED AND AGREED:
LIONBRIDGE TECHNOLOGIES
HOLDINGS, INC.
By:
Name:
Title:
<PAGE> 31
CUSIP NO. 536252-10-9 Schedule 13D Page 31 of 31
SECOND RESTATED REGISTRATION RIGHTS AGREEMENT
CRP INVESTMENT PARTNERS III, LLC
WHEREAS, pursuant to that certain Participation Agreement (the
"Participation Agreement") dated as of February 27, 1999, by and between Capital
Resource Lenders III, L.P. ("CRL") and CRP Investment Partners III, LLC
("CRIP"), CRL has (i) sold to CRIP a participation interest in the obligations
of Lionbridge Technologies Holdings, Inc. (the "Company") to CRL under the First
Amended and Restated Senior Subordinated Note Purchase Agreement, dated as of
February 26, 1999, between CRL and the Company and (ii) assigned to CRIP the
right to purchase 5,271 shares (the "Warrants") of common stock of the Company
pursuant to Section 14 of that certain Common Stock Purchase Warrant purchased
by CRL from the Company on February 26, 1999;
WHEREAS, CRL, the Company, and various other third parties entered into a
Second Restated Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of February 26, 1999, pursuant to which CRL obtained
certain rights and assumed certain obligations with regard to the Warrants;
WHEREAS, pursuant to Section 3.3 of the Registration Rights Agreement, CRIP
hereby represents that the transfer of the Warrants is exempt from registration
or any other filing under the Securities Act of 1933, as amended;
WHEREAS, CRIP is an Affiliate (as defined in the Registration Rights
Agreement) of CRL, and therefore the transfer to CRIP of the Warrants is a
permitted transfer pursuant to Section 3.3 of the Registration Rights Agreement;
NOW, THEREFORE, the undersigned hereby (i) executes the Registration Rights
Agreement, (ii) agrees to be bound by all of the terms and conditions of the
Registration Rights Agreement, (iii) agrees to be included in the definition of
"Stockholders" (as such term is defined in the Registration Rights Agreement)
for all purposes of the Registration Rights Agreement, (iv) agrees that the
Warrants shall be included in the definition of "Warrants" in the Registration
Rights Agreement; and (v) hereby authorizes this signature page to be attached,
together with signature pages of the original signatories, to a counterpart of
the Registration Rights Agreement.
CRP INVESTMENT PARTNERS III, LLC
By:
Member
ACCEPTED AND AGREED:
LIONBRIDGE TECHNOLOGIES
HOLDINGS, INC.
By:
Stephen J. Lifshatz
Treasurer
