EXHIBIT 4.5


 


AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT


 


This AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT (this “Agreement”), is entered into as of March 31,
2003, by and among Centiv, Inc., a Delaware corporation (the “Company”), and
the investors identified on Exhibit 1 (together with any permitted transferees
or assigns or any additional investors who become party to this Agreement
pursuant to Section 11.2 hereof, the “Investors”).


 


Background


 


A.  The Company and certain of the Investors entered into an Investor
Rights Agreement, dated as of March 28, 2002 (the “Previous Rights Agreement”),
whereby the Company provided certain registration rights for the Company’s
Common Stock, par value $.001 per share (the “Common Stock”) under the
Securities Act of 1933, as amended (such act, together with the rules and
regulations thereunder, or any similar successor statute, the “Securities Act”)
and applicable state securities laws and provided certain other rights to
induce the Investors party thereto to purchase (i) shares of the Company’s
Series A Convertible Preferred, par value $.001 per share (the “Series A
Convertible Preferred”), and (ii) warrants to purchase additional shares of the
Series A Convertible Preferred (“the Convertible Preferred Warrants”) pursuant
to a Securities Purchase Agreement, dated as of March 28, 2002.  Pursuant to the terms thereof and of the
Securities Purchase Agreement (defined below) the Convertible Preferred
Warrants are being converted into warrants to purchase Common Stock.  On December 31, 2002, the Securities and
Exchange Commission declared effective the initial registration statement filed
by the Company under the Previous Rights Agreement covering 4,597,837 shares of Common Stock (the
“2002 Registration Statement”).


 


B.  The Company and certain of the Investors have entered into a
Securities Purchase Agreement dated the same date as this Agreement (the
“Securities Purchase Agreement”) whereby the Company has agreed to issue and sell
to the Investors (i) shares of the Company’s Series B Convertible Preferred,
par value $.001 per share, (together with the Series A Convertible Preferred,
the “Preferred Stock”), and (ii) warrants to purchase additional shares of the
Common Stock (together with the Convertible Preferred Warrants, the
“Warrants”).  The shares of Preferred
Stock are convertible into shares of the Common Stock.


 


C.  To induce certain of the Investors to enter into the Securities
Purchase Agreement, the Company has agreed to provide certain registration and
rights for the Company’s Common Stock under the Securities Act and applicable
state securities laws.


 


D.  The Company and the Investors who were parties to the Previous
Rights Agreement desire to amend and restate the Previous Rights Agreement to
make certain changes as provided herein and to add as parties thereto the
Investors who are parties to the Securities Purchase Agreement.


 


NOW, THEREFORE, the Company and the Investors
hereby agree as follows:


 


1.               DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


1.1  “Beneficially Owned” with respect to an Investor or group
of Investors includes all Registrable Securities then held by such Investor or
group of Investors plus all Registrable Securities acquirable by such Investor
or group of Investors upon conversion of the Preferred Stock or exercise of the
Warrants.


 


1.2  “business day” means any day other than a Saturday or
Sunday or a day on which banking institutions in the State of California are
authorized or obligated by law, regulation or executive order to close.


 

















 


1.3  “Closing Date” shall have the meaning set forth in Section
2.2 of the Securities Purchase Agreement.


 


1.4   “Conversion Shares” shall mean the shares of Common Stock
issuable upon conversion of the Preferred Stock.


 


1.5  “Pro Rata Percentage” shall mean, with respect to any
Investor as of a particular time, a percentage computed by dividing (a) the
number of Registrable Securities Beneficially Owned by such Investor, by (b)
the number of shares of Common Stock and Preferred Stock (on an as-converted
basis) issued and outstanding plus the number of Warrant Common Shares issuable
upon exercise of the Warrants outstanding.


 


1.6 “register,” “registered,”
and “registration” refer to a registration effected by preparing and
filing a Registration Statement or Statements in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such Registration
Statement by the SEC.


 


1.7  “Registrable Securities” means (i) the Conversion Shares,
(ii) the Warrant Common Shares, (iii) any shares of Common Stock issued to an
Investor in lieu of any cash compensation payment pursuant to Section 2.3 of
this Agreement and (iv) any shares of capital stock issued or issuable, from
time to time (with any adjustments), as a distribution on or in exchange for or
otherwise with respect to any of the foregoing.


 


1.8 “Registration
Statement” means one or more registration statements of the Company under
the Securities Act, including the 2002 Registration Statement.


 


1.9 “SEC” means the
United States Securities and Exchange Commission.


 


1.10  “Warrant Common Shares” shall mean
shares of Common Stock issuable directly upon exercise of or otherwise pursuant
to the Warrants.


 


2.               REGISTRATION.


 


2.1  Mandatory Registration Statement Filing.  The Company shall file with the SEC, on or
prior to the date which is thirty (30) calendar days after the Closing Date
(the “Filing Deadline”) a Registration Statement on Form S-3 pursuant to Rule
415 under the Securities Act (such rule or any successor thereto, “Rule 415”)
covering the resale by the Investors of up to 8,700,000 shares of Common Stock
(which includes all Conversion Shares and Warrant Common Shares), which
Registration Statement, to the extent allowable under the Securities Act shall
state that such Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon conversion of the
Preferred Stock or exercise of the Warrants to prevent dilution resulting from
stock splits, stock dividends or similar transactions (the “Initial
Registration Statement”).  The Initial
Registration Statement shall be provided to (and subject to the review by) the
Investors and their counsel at least five (5) business days prior to its filing
or other submission.


 


2.2  Underwritten Offering. The Investors may offer and sell
the Registrable Securities pursuant to a Registration Statement filed in
accordance with Section 2.1 in an underwritten offering.  In any such underwritten offering, the
Investors who Beneficially Own a majority in interest of the Registrable
Securities subject to such underwritten offering, shall have the right to
select one legal counsel to represent the Investors and an investment banker or
bankers and manager or managers to administer the offering, which investment
banker or bankers or manager or managers shall be reasonably satisfactory to
the Company.  In the event that any
Investors elect not to participate in such underwritten offering, the
Registration Statement covering all of the Registrable Securities shall contain
appropriate plans of distribution reasonably satisfactory to the Investors
participating in such underwritten offering and the Investors electing not to
participate in such underwritten offering (including, without limitation, the
ability of nonparticipating Investors to sell from time to time and at any time
during the effectiveness of such Registration Statement).


 


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2.3  Registration Deadline; Payments by the Company.


 


(a) The Company shall use its
best efforts to cause the Initial Registration to become effective as soon as
practicable, but in no event later than the ninetieth (90th) day after the
Closing Date (the “Registration Deadline”). 
If (A) the Initial Registration Statement is not filed with the SEC by
the Filing Deadline, (B) the Initial Registration Statement is not declared
effective by the SEC on or before the Registration Deadline, or (C) after the
Initial Registration Statement has been declared effective by the SEC, sales of
the Registrable Securities required to be included therein cannot be made
pursuant to the Registration Statement because such Registration Statement
ceases to be effective under the Securities Act or the Company informs the
Investors under Section 3.5 or otherwise that they should not use the
Registration Statement for sales of Registrable Securities (each a
“Registration Suspension”), then the Company will, subject to Section 2.3(c)
below, make payments to the Investors in such amounts and at such times as
shall be determined pursuant to this Section 2.3 as compensation for the
damages to the Investors by reason of any such delay in or reduction of their
ability to sell the Registrable Securities (which remedy shall not be exclusive
of any other remedies available to obtain specific performance by the Company
of its obligations hereunder, but shall be exclusive of any actions for damages
relating to the failure by the Company after exercising its best efforts to
obtain or maintain the effectiveness of any particular registration statement).


 


(b)  In the event the compensation provisions of Section 2.3(a) are
triggered, the Company shall pay to each Investor an amount equal to (A) the
amount paid by such Investor for the Preferred Stock and the Warrants purchased
by such Investor (or if such Investor is not the original purchaser of such
securities, the amount paid by the original purchaser thereof), multiplied by
(B) one percent, multiplied by (C) the number of days after the Filing Deadline
and prior to the date the Initial Registration Statement is filed with the SEC,
plus the number of days after the Registration Deadline and prior to the date
the Registration Statement is declared effective by the SEC plus, in the event
of a Registration Suspension, except with respect to any Blackout Period (as
defined below), the number of additional days that sales of any Registrable
Securities required to be included in a Registration Statement cannot be made
pursuant to a Registration Statement after such Registration Statement has been
declared effective, divided by (D) thirty.


 


(c) Notwithstanding the
foregoing, a Registration Suspension during a Blackout Period (as defined
below) shall not give rise to an obligation to make a payment under this
Section 2.3. For purposes of this Agreement, “Blackout Period” shall mean such
day or days, not to exceed an aggregate of twenty-five (25) business days
during any period of twelve (12) consecutive months, with respect to which the
Board of Directors of the Company determines in good faith (A) that an
amendment or supplement to a Registration Statement or prospectus contained
therein is necessary in light of subsequent events, in order to correct a
material misstatement made therein or to include information the absence of
which would render the Registration Statement or such prospectus materially
misleading and (B) that the filing of such amendment or supplement would result
in the disclosure of information which the Company has a bona fide business
purpose for preserving as confidential; provided that the Company shall  be entitled to impose no more than four (4)
Blackout Periods during any period of twelve (12) consecutive months and the
Company shall notify the Investors immediately upon imposition of any Blackout
Period.


 


(d)  Amounts payable under this Section 2.3 shall at the option of the
Company either be paid (i) in cash, or (b) in shares of Common Stock, valuing
the Common Stock at a price equal to the closing price of the shares of Common
Stock on the Nasdaq Stock Market (“Nasdaq”) on the trading day immediately
prior to the date such shares are issued (or such other method of valuation as
agreed by the Company and such Investor) , and any shares of Common Stock so
issued shall be Registrable Securities (provided that the failure of such
shares to be registered at the time of payment shall not preclude the Company
from using such shares for payment of its obligations under this Section 2.3).  Payments under this Section 2.3 shall be
made within five (5) days after the end of each period that gives rise to such
obligation, provided that, if any such period extends for more than thirty (30)
days, interim payments shall be made for such thirty (30) day period.  If such payment is not made within the
applicable period, the Investor thereafter shall be entitled to additional
compensation on the unpaid amount at a rate equal of two percent (2%) per month
until such amount is paid in full to the Investor. If the Company decides to
make payment partially


 


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in cash and partially in stock, the Company
will pay the Investors such cash amounts and share amounts pro rata based upon
the total amounts payable to each Investor as a percentage of the total amounts
payable to all Investors.


 


2.4   Eligibility for Form S-3.  The Company represents and warrants that it is eligible to
register the resale of Registrable Securities on a registration statement on
Form S-3 under Rule 415 under the Securities Act.  To the Company’s knowledge, after reasonable investigation, there
exist no facts or circumstances (including without limitation any required
approvals or waivers or any circumstances that may delay or prevent the
obtaining of accountant’s consents) that would prohibit or delay the
preparation and filing of a registration statement on Form S-3 with respect to
the Registrable Securities.  The Company
shall file all reports required to be filed by the Company with the SEC in a
timely manner so as to maintain its eligibility for the use of Form S-3.


 


2.5  Piggy-back Rights.


 


(a)  If at any time the Company
proposes to register any of its stock or other securities under the Securities
Act (including for this purpose a registration effected by the Company for
shareholders other than the Investors, but excluding a registration on Form S-8
relating solely to the sale of securities to participants in a Company stock or
stock option plan or to other compensatory arrangements to the extent
includible on Form S-8, or a registration on Form S-4), the Company shall, at
such time, promptly give each Investor written notice of such
registration.  Upon the written request
of any Investor given within ten (10) days after receipt by such Investor of
such notice by the Company in accordance with Section 13.2, the Company shall,
subject to Section 2.5(b), use its best efforts to cause to be registered under
the Securities Act all of the Registrable Securities that such Investor has
requested to be registered.  The Company
shall have no obligation under this Section 2.5 to make any offering of its
securities, or to complete an offering of its securities that it proposes to
make, and shall incur no liability to any Investor for its failure to do so.  No registration effected under this Section
2.5 shall relieve the Company of any of its obligations to effect registration
under Section 2.1.


 


(b)  In connection with any
offering involving an underwriting of shares being issued by the Company, the
Company shall not be required under Section 2.5 to include any Investor’s
securities in such underwriting unless such Investor accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected
by the Company, and then only in such quantity as will not, in the opinion of
the underwriters, jeopardize the success of the offering by the Company;
provided, however, that no Investor participating in such underwriting shall be
required to make any representations, warranties or indemnities in their capacity
as selling stockholders except as they relate to such Investor’s ownership of
shares and authority to enter into the underwriting agreement and such
Investor’s intended method of distribution. 
If the total amount of securities, including Registrable Securities,
requested by shareholders to be included in any offering referred to in Section
2.5 exceeds the amount of securities sold other than by the Company that the
underwriters reasonably believe compatible with the success of the offering,
then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters
believe will not jeopardize the success of the offering.  The securities so included shall be
apportioned pro rata among the selling shareholders.


 


3.               OBLIGATIONS OF THE COMPANY.


 


In connection with the
registration of the Registrable Securities, the Company shall have the
following obligations:


 


3.1  Preparation, Filing and Effectiveness of Registration
Statement. The Company shall prepare and file with the SEC on or before the
Filing Deadline the Initial Registration Statement and shall use its best
efforts to cause such Registration Statement to become effective as soon as
practicable after such filing (but in no event later than the Registration
Deadline).  The Company shall keep the
Initial Registration Statement and the 2002 Registration Statement effective
pursuant to Rule 415 at all times until the earliest of (a) six years from the
date of this Agreement, (b) the date on which all of the Registrable Securities
covered by such registration statement (in the reasonable opinion of counsel to
the Investors or the


 


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Company) may be immediately sold to the public
in a single transaction pursuant to Rule 144(k) under the Securities Act or
otherwise without registration or restriction, including Registrable Securities
issuable upon exercise of the Warrants (the “Registration Period”), (c) two
years after all of the Warrants have been either redeemed or exercised, or (d)
two years after all of the outstanding shares of Preferred Stock have been
converted into Common Stock; provided, that in the case of a termination of the
effectiveness of the Registration Statement 
under clauses (b), (c) or (d), the Company shall provide notice to the
Investors ninety (90) days prior to the date on which the Registration
Statement shall cease to be effective . 
Each Registration Statement filed under this Agreement or the Previous
Rights Agreement (including any amendments or supplements thereto and
prospectuses contained therein and all documents incorporated by reference
therein) (i) shall comply in all material respects with the requirements of the
Securities Act and (ii) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading. The financial
statements of the Company included in any such Registration Statement or
incorporated by reference therein will comply as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC applicable with respect thereto.  Such financial statements will be prepared
in accordance with U.S. generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may not include footnotes or
may be condensed on summary statements and fairly present in all material
respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal year-end adjustments)).


 


3.2  Amendments and Supplements. The Company shall prepare and
file with the SEC such amendments (including post-effective amendments) and
supplements to the 2002 Registration Statement and the Initial Registration
Statement and the prospectus used in connection with the 2002 Registration
Statement and the Initial Registration Statement as may be necessary to keep
such Registration Statements effective at all times during the Registration
Period, and, during such period, comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the
Company covered by the 2002 Registration Statement and the Intial Registration
Statement until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in the Initial Registration Statement.
If for any reason the number of shares registered under the 2002 Registration
Statement and the Initial Registration Statement filed pursuant to this
Agreement is, for any three (3) consecutive trading days (the last of such
three (3) trading days being the “Registration Trigger Date”), insufficient to
cover one hundred percent (100%) of the Registrable Securities (including
Registrable Securities issuable upon exercise of the Warrants or upon
conversion of the Preferred Stock), the Company shall amend the 2002
Registration Statement and the Initial Registration Statement, or file a new
Registration Statement (on the shortest 
form available therefor, if applicable), or both, so as to cover one
hundred percent (100%) of the Registrable Securities (including Registrable
Securities issuable upon exercise of the Warrants or upon conversion of the
Preferred Stock) as of the Registration Trigger Date, in each case, as soon as
practicable, but in any event within ten (10) days after the Registration
Trigger Date.  The Company shall use its
best efforts to cause such amendment and/or new Registration Statement to
become effective as soon as practicable following the filing thereof.  Any failure by the Company to effectuate the
provisions of this Section shall result in the accrual of compensatory damages
as set forth in Section 2.3.


 


3.3  Furnishing Materials to Investors.  The Company shall furnish to each Investor
whose Registrable Securities are included in a Registration Statement and its
legal counsel promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company, one copy of the Registration
Statement and any amendment thereto, each preliminary prospectus and prospectus
and each amendment or supplement thereto. 
In addition, in the case of the Initial Registration Statement, the
Company shall promptly furnish to the Investors (i) all correspondence received
from the SEC relating to that Registration Statement and, within at least two days
prior to the date of submission, a copy of each letter written by or on behalf
of the Company to the SEC, and the Company shall cooperate in making all
reasonable modifications requested by the Investors to any portion of any
letter or other correspondence from the Company to the SEC that relates to the
Investors or transactions contemplated by agreements


 


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between the Company and any investors, (ii) on
the date of effectiveness of the Registration Statement or any amendment
thereto, a notice stating that the Registration Statement or amendment has been
declared effective, and (iii) such number of copies of a prospectus, including
a preliminary prospectus, and all amendments and supplements thereto and such
other documents as an Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor.


 


3.4  Underwritten Offering. In the event the Investors who
Beneficially Own a majority in interest of the Registrable Securities being
offered in an offering select underwriters for the offering, the Company shall
enter into and perform its obligations under an underwriting agreement, in
usual and customary form, including, without limitation, customary indemnification
and contribution obligations, with the underwriters of such offering.


 


3.5  Notification of Events. As promptly as practicable after
becoming aware of such event, the Company shall notify each Investor by
telephone and facsimile of the happening of any event, of which the Company has
knowledge, as a result of which the prospectus included in the 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, and, except during a Blackout
Period, use its best efforts promptly to prepare a supplement or amendment to
the Registration Statement to correct such untrue statement or omission and
deliver such number of copies of such supplement or amendment to each Investor
as such Investor may reasonably request.


 


3.6  Stop Orders or Other Suspensions of Effectiveness. The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, and, if such an
order is issued, to obtain the withdrawal of such order at the earliest
practicable date (including in each case by amending or supplementing such
Registration Statement) and to notify each Investor who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the
managing underwriters) of the issuance of such order and the resolution thereof
(and if such Registration Statement is supplemented or amended, deliver such
number of copies of such supplement or amendment to each Investor as such
Investor may reasonably request).


 


3.7  Review by Counsel. The Company shall provide to a single
counsel designated by the Investors a copy for review of any Registration
Statement and all amendments and supplements thereto at least two (2) business
days prior to their filing with the SEC, except for the Initial Registration
Statement which shall be provided at least five (5) business days in advance
pursuant to Section 2.1 hereof.


 


3.8  Earnings Statement. The Company shall make generally
available to its security holders as soon as practical, but not later than
ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with the provisions of Rule 158 under the
Securities Act) covering a twelve-month period beginning not later than the
first day of the Company’s fiscal quarter next following the effective date of
the Registration Statement.


 


3.9 Opinion and Comfort
Letters. At the request of any Investor whose Registrable Securities are
included in a Registration Statement relating to an underwritten offering, the
Company shall furnish, on the date of effectiveness of the Registration
Statement (i) an opinion, dated as of such date, from counsel representing the
Company addressed to the Investors and underwriters in form, scope and
substance as is customarily given in an underwritten public offering and (ii) a
letter, dated such date, from the Company’s independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering, addressed to the Investors and the underwriters.


 


3.10  Due Diligence Inspection. The Company
shall make available for inspection by (i) any Investor whose Registrable
Securities are included in a Registration Statement, (ii) any underwriter
participating in any disposition pursuant to a Registration Statement, (iii)
one firm of attorneys and one firm of accountants or other agents retained by
the Investors, and (iv) one firm of attorneys retained by the underwriters
(collectively, the “Inspectors”) all pertinent financial and other records, and
pertinent corporate documents and properties of the Company, as shall be
reasonably deemed necessary by each


 


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Inspector to enable each Inspector to exercise
its due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information which any Inspector may reasonably
request for purposes of such due diligence, provided, however, that each such
Inspector shall, if reasonably requested to do so by the Company, be required
to execute a confidentiality agreement in form and substance reasonably
acceptable to such Inspector and the Company.


 


3.11  Confidentiality. The Company shall
hold in confidence and not make any disclosure of information concerning an
Investor provided to the Company unless (i) disclosure of such information is
necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other order from a court or governmental body of
competent jurisdiction, (iv) such information has been made generally available
to the public other than by disclosure in violation of this or any other
agreement, or (v) such Investor consents to the form and content of any such
disclosure.  The Company agrees that it
shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to such Investor prior to making such
disclosure, and allow the Investor, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.


 


3.12  Listing. The Company shall use its
commercially reasonable efforts to promptly either (i) secure the designation
and quotation, of all the Registrable Securities covered by the Registration
Statement on Nasdaq, and, without limiting the generality of the foregoing, to
arrange for or maintain at least two market makers to register with the
National Association of Securities Dealers, Inc. as such with respect to such
Registrable Securities; or (ii) cause all the Registrable Securities covered by
the Registration Statement to be listed on the New York Stock Exchange,
American Stock Exchange or another national securities exchange and on each
additional national securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange


 


3.13  Transfer Agent and Registrar. The
Company shall provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of the
Registration Statement.


 


3.14  Delivery of Certificates. The Company
shall cooperate with the Investors who hold Registrable Securities being
offered and the managing underwriter or underwriters, if any, to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive
legends) representing Registrable Securities to be offered pursuant to the
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the managing underwriter or underwriters, if
any, or the Investors may reasonably request and registered in such names as
the managing underwriter or underwriters, if any, or the Investors may request,
and, within three (3) business days after a Registration Statement which
includes Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel selected by the Company to
deliver, to the transfer agent for the Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such Registration
Statement) an opinion of such counsel in the form attached hereto as Exhibit 2.


 


3.15  Plan of Distribution.  Following effectiveness of the 2002
Registration Statement or the Initial Registration Statement, at the request of
Investors who Beneficially Own a majority-in-interest of the Registrable
Securities, the Company shall prepare and file with the SEC such amendments
(including post-effective amendments) or supplements to a Registration
Statement and the prospectus used in connection with the Registration Statement
as may be necessary in order to change the plan of distribution set forth in
such Registration Statement; provided, however, that in the event that the
Company files an amendment at the request of the Investors pursuant to this
paragraph and the SEC reviews such amendment, then the Company shall not be
responsible for any compensation under Section 2.3 from any resulting
Registration Suspension arising solely from said review so long as the Company
uses its best efforts to have the Registration Statement declared effective as
soon as practicable following such Registration Suspension.


 


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3.16  Compliance with Laws. The Company
shall comply with all applicable laws related to a Registration Statement and
offering and sale of securities and all applicable rules and regulations of
governmental authorities in connection therewith (including without limitation
the Securities Act and the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC thereunder (the “Exchange Act”)).


 


3.17  Other Actions.  The Company shall take all such other
actions as any Investor or the underwriters, if any, reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities.


 


3.18  Limitations on Grant of Other
Registration Rights.  Except as set
forth in the Disclosure Schedule to the Securities Purchase Agreement, the
Company does not have in place any agreements that would require it to include
securities in the Initial Registration Statement other than the Registrable
Securities under this Agreement and the Common Stock issuable under the option
referenced in the last sentence of this Section 3.18. From and after the date
of this Agreement, the Company shall not, and shall not agree to, allow the
holders of any securities of the Company to include any of their securities in
the Initial Registration Statement under Section 2.1 hereof or any amendment or
supplement thereto under Section 3.2 hereof without the consent of the holders
who Beneficially Own a majority in interest of the Registrable Securities,
except for (a) Registrable Securities held by additional investors who become parties
to this Agreement pursuant to Section 11.2, and (b) Common Stock registered
under the 2002 Registration Statement that does not fall within the definition
of “Registrable Securities”.


 


3.19  Blue Sky Laws.  The Company shall not be obligated to register
or qualify the re-sale of the Registrable Securities under the blue sky laws of
the various states, unless specifically requested by the Investors. If
requested by the Investors, the Company shall from time to time take such
actions as the Company shall reasonably determine are necessary to qualify the
Registrable Securities for, or obtain exemption for the Registrable Securities
for, resale by the Investors under applicable securities or “blue sky” laws of
the states of the United States, and shall provide evidence of any such action
so taken to the Investors; provided, however, that the Company shall not be
required to qualify as a foreign corporation or file a general consent to
service of process in any such jurisdiction.


 


4.               OBLIGATIONS OF THE INVESTORS.


 


In connection with the
registration of the Registrable Securities, the Investors shall have the
following obligations:


 


4.1  Furnishing Information to the Company. Each Investor shall
use its best efforts to promptly provide the Company with any information
reasonably requested by the Company relating to such Investor, the plan of
distribution or otherwise within the knowledge of such Investor in connection
with responding to comments received by the Company from the SEC or in
connection with the preparation, filing or effectiveness of any registration
statement hereunder.  It shall be a
condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Investor that such Investor shall furnish to the
Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by
it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.  At least ten (10) business days prior to the first anticipated
filing date of a Registration Statement, the Company shall notify each Investor
of any information the Company requires from each such Investor.


 


4.2  Cooperation. Each Investor shall cooperate with the
Company as reasonably requested by the Company in connection with the
preparation and filing of the Registration Statement hereunder, unless such
Investor has notified the Company in writing of such Investor’s election to
exclude all of such Investor’s Registrable Securities from the Registration
Statement.


 


8

















 


4.3  Underwritten Offerings. In the event Investors who
Beneficially Own a majority in interest of the Registrable Securities being
offered determine to engage the services of an underwriter, each Investor
agrees to enter into and perform such Investor’s obligations under an
underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriter(s) of such offering and the Company and take such other actions as
are reasonably required in order to expedite or facilitate the disposition of
the Registrable Securities, unless such Investor has notified the Company in
writing of such Investor’s election not to participate in such underwritten
distribution.  No Investor may
participate in any underwritten distribution hereunder unless such Investor (i)
agrees to sell such Investor’s Registrable Securities on the basis provided in
any underwriting arrangements in usual and customary form entered into by the
Company, (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, and (iii) agrees to pay its
pro rata share of all underwriting discounts and commissions. Notwithstanding
anything in this Section 4.3 to the contrary, this Section 4.3 is not intended
to limit an Investor’s rights under Section 2.1 or 3.4 of this Agreement.


 


4.4   Receipt of Notification from the Company. In the event
that the Company informs the Investors that the Company must file an amendment
or supplement to the Registration Statement to correct an untrue statement or
omission pursuant to Section 3.5 of this Agreement, the Investors will not sell
any Registrable Securities until the Company notifies the Investors that the
Company has filed such amendment or supplement.  Investors shall be free to sell their Registrable Securities
under a Registration Statement that has been declared effective without prior
notification to the Company, unless they are in receipt of such a notice from
the Company and the untrue statement or omission has not yet been addressed by
the Company.


 


5.               EXPENSES OF REGISTRATION.


 


All reasonable expenses
incurred by the Company in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3 above, including, without
limitation, all registration, listing and qualifications fees, printers and
accounting fees, the fees and disbursements of counsel for the Company, shall
be borne by the Company.  Fees and
disbursements of one counsel selected by the Investors in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3 above
shall be paid by the Company.


 


6.               INDEMNIFICATION.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


6.1  Indemnification by the Company. To the extent permitted by
law, the Company will indemnify, hold harmless and defend (i) each Investor,
and (ii) the directors, officers, partners, members, employees and agents of
such Investor and each person who controls any Investor within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, if any
(each, an “Indemnified Person”), against any joint or several losses, claims,
damages, liabilities or expenses (collectively, together with actions,
proceedings or inquiries by any regulatory or self-regulatory organization,
whether commenced or threatened, in respect thereof, “Claims”) to which any of them
may become subject insofar as such Claims arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or the omission or alleged omission to state therein a
material fact required to be stated or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the
offer or sale of the Registrable Securities (the matters in the foregoing
clauses (i) through (iii) being, collectively,


 


9

















 


“Violations”).  Subject to the restrictions set forth in Section 6.3 with respect
to the number of legal counsel, the Company shall reimburse the Investors and
each other Indemnified Person, promptly as such expenses are incurred and are
due and payable, for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such
Claim.  Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6.1: (i) shall not apply to a Claim arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person expressly for
use in the Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld; and (iii) with respect to any
preliminary prospectus, shall not inure to the benefit of any Indemnified
Person if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented, if such corrected prospectus was timely made
available by the Company pursuant to Section 3.3 hereof, and the Indemnified
Person was promptly advised in writing not to use the incorrect prospectus
prior to the use giving rise to a Violation and such Indemnified Person,
notwithstanding such advice, used it. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 11.1.


 


6.2  Indemnification by an Investor.  In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees severally and not jointly
to indemnify, hold harmless and defend, to the same extent and in the same
manner set forth in Section 6.1, the Company, each of its directors, each of
its officers who signs the Registration Statement, its employees, agents and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, and any other
stockholder selling securities pursuant to the Registration Statement or any of
its directors or officers or any person who controls such stockholder or
underwriter within the meaning of the Securities Act or the Exchange Act
(collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim to which any of them may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Investor expressly for use in
connection with such Registration Statement; and subject to Section 6.3 such
Investor will reimburse any legal fees and expenses (promptly as such expenses
are incurred and are due and payable) reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the
indemnity agreement contained in this Section 6.2 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the
prior written consent of such Investor, which consent shall not be unreasonably
withheld; provided, further, however, that the Investor shall be liable under
this Agreement (including this Section 6.2 and Section 7) for only that amount
as does not exceed the net proceeds actually received by such Investor as a
result of the sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 11.1.


 


6.3  Indemnification Procedure. Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action (including any governmental action), such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that such
indemnifying party shall not be entitled to assume such defense and an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party and
the indemnifying party would be inappropriate due to actual or potential
conflicts of interest between such Indemnified Person or


 


10

















 


Indemnified Party and any other party
represented by such counsel in such proceeding or the actual or potential
defendants in, or targets of, any such action include both the Indemnified
Person or the Indemnified Party and the indemnifying party and any such
Indemnified Person or Indemnified Party reasonably determines that there may be
legal defenses available to such Indemnified Person or Indemnified Party which
are in conflict with those available to such indemnifying party.  The indemnifying party shall pay for only
one separate legal counsel for the Indemnified Persons or the Indemnified
Parties, as applicable, and such legal counsel shall be selected by Investors
who Beneficially Own a majority-in-interest of the Registrable Securities
included in the Registration Statement to which the Claim relates, if the
Investors are entitled to indemnification hereunder, or by the Company, if the
Company is entitled to indemnification hereunder, as applicable.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such action
shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the
indemnifying party is actually prejudiced in its ability to defend such action.  The indemnification required by this Section
6 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable.


 


7.               CONTRIBUTION.


 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however, that (i) no contribution shall be
made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6, (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any seller
of Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (iii) contribution (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.


 


8.               PARTICPATION RIGHTS.


 


8.1  Participation Rights. 
The Company agrees that each Investor shall have a right of first
refusal to purchase its Pro Rata Percentage of the total amount of any issuance
of any shares of capital stock of any kind of the Company, whether now or
hereafter authorized, and rights, options, or warrants to purchase said capital
stock, and securities of any type whatsoever that are, or by their terms may
become, convertible into said capital stock that the Company, from time to
time, may propose to sell and issue (the “Participation Securities”), provided,
however, that the term Participation Securities shall not apply to (1) the
issuance of securities upon exercise or conversion of the Company’s options,
warrants or other convertible securities outstanding as of the date hereof that
are disclosed in Section 4.3 of the Disclosure Schedule to the Securities
Purchase Agreement, (2) the grant of additional options or warrants, or the
issuance of additional securities, under any duly authorized Company stock
option, stock purchase or restricted stock plan for the benefit of the
Company’s employees, consultants or directors, or (3) upon conversion of the
Preferred Stock or exercise of the Warrants.


 


8.2  Rights Notice.  If
the Company proposes to issue Participation Securities, it will give each
Investor written notice (the “Rights Notice”) of the Company’s intention to do
so, describing the Participation Securities, the price, and the general terms
upon which the Company proposes to issue them. 
Each such Investor will have 14 days from the date of delivery of the
Rights Notice to agree to purchase up to its Pro Rata Percentage of the total
amount of such Participation Securities for the price and upon the general
terms specified in the Rights Notice by giving written notice to the Company
setting forth the quantity of Participation Securities to be purchased.


 


8.3  Closing of Sale of Participation Securities.  The Company will have 120 days after the
date of delivery of the Rights Notice to sell the Participation Securities that
were not purchased by the Investors, at a price and upon general terms no more
favorable to the purchasers thereof than the price and general terms


 


11

















 


specified in the Rights Notice.  If the Company does not sell the Participation
Securities within said 120-day period as provided in the preceding sentence,
the Company will not thereafter issue or sell any of such Participation
Securities without complying with the provisions of Section 8.2.


 


9.               BOARD MATTERS


 


9.1  Board Nominee.  For so long as the Investors (or their
permitted assigns) collectively Beneficially Own at least 1,500,000 Registrable
Securities (as adjusted for stock splits, reverse stock splits and the like),
the Company shall use its best efforts to have four nominees of holders of a
majority of the Registrable Securities Beneficially Owned by the Investors
elected to the Board (the “Investor Directors”); provided, however, that so
long as the holders of Preferred Stock are entitled to nominate and elect directors
pursuant to the provisions of the Certificate of Designations, the nomination
and election of the Investor Directors shall be governed by the Certificate of
Designations and not this Section 9.1.


 


9.2 Indemnification and
Insurance.   The Company shall enter
into an indemnification agreement with the Board members designated by the
Investors in accordance with Section 9.1 on terms no less favorable than the
indemnification agreement that any other member of the Board has from the
Company. At all times that designees of the Investors are serving on the Board
of Directors and for a period of three years thereafter, the Company shall
maintain directors and officers insurance coverage with a minimum coverage
limit of $2.5 million and a deductible of no more than $250,000.   The policy shall be an “occurrence” policy,
and not a “claims made” policy.  The
Company represents that such policy is in place as of the date of execution of this
Agreement.


 


9.3 Board Observer.  For so long as the Investors (or their permitted
assigns) collectively Beneficially Own at least 1,500,000 Registrable
Securities (as adjusted for stock splits, reverse stock splits and the like),
the holders of a majority of the shares of Registrable Securities Beneficially
Owned by the Investors shall have the right to appoint a board observer who
shall have the right to attend and observe all meetings of the Board of
Directors and committees thereof.  If
the Company proposes to take any action by written consent in lieu of a meeting
of its Board of Directors or any committee thereof, the Company shall give
written notice thereof to the Board observer prior to the effective date of
such consent describing in reasonable detail the nature and the substance of
such action.


 


10.         REPORTS UNDER THE EXCHANGE
ACT.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public
without registration (“Rule 144”), the Company agrees, during the Registration
Period, to:


 


(a) file with the SEC in a
timely manner and make and keep available all reports and other documents
required of the Company under the Securities Act and the Exchange Act so long
as the Company remains subject to such requirements (it being understood that
nothing herein shall limit the Company’s obligations under Section 5.3 of the
Securities Purchase Agreement or similar obligations of the Company to Investors
who become party to this Agreement pursuant to Section 11.2) and the filing and
availability of such reports and other documents is required for the applicable
provisions of Rule 144; and


 


(b)  furnish to each Investor so long as such Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, (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 to permit the
Investors to sell such securities pursuant to Rule 144 without registration.


 


12

















 


11.         ASSIGNMENT OF RIGHTS;
ADDITIONAL INVESTORS.


 


11.1  Assignment.  The rights of the Investors hereunder, including the right to
have the Company register Registrable Securities pursuant to this Agreement,
shall only be assignable by an Investor to a transferee or assignee of
Registrable Securities, Preferred Stock or Warrants if: (i) the Company is
furnished with written notice of (a) the name and address of such transferee or
assignee and (b) the securities with respect to which such registration rights
are being transferred or assigned, (ii) the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions contained herein,
and (iii) such transfer shall have been made in accordance with the applicable
requirements of the Securities Purchase Agreement (or, if applicable, other
purchase agreement entered into by an Investor who becomes party to this
Agreement pursuant to Section 11.2).  In
addition, and notwithstanding anything to the contrary contained in this
Agreement, the Securities Purchase Agreement (or other purchase agreement
entered into by any Investors who become party to this Agreement pursuant to
Section 11.2) or the Warrants, the Registrable Securities, Preferred Stock and
Warrants may be pledged, and all rights of the Investors under this Agreement
or any other agreement or document related to the transaction contemplated
hereby may be assigned, without further consent of the Company, to a bona fide
pledgee in connection with an Investor’s margin or brokerage accounts.


 


11.2  Additional Investors.  If after the date hereof, the Company sells
additional shares of Preferred Stock as permitted under Section 5.9 of the
Securities Purchase Agreement, the Company may allow the purchasers thereof to
become parties to this Agreement by (a) obtaining an executed written
instrument from the purchasers thereof in which they agree to be bound by the
terms and conditions of this Agreement as a party to this Agreement, and (b)
providing the existing Investors written notice of the addition of such new
parties and the number of Registrable Securities Beneficially Owned by such new
Investors..  Such purchasers shall thereafter be deemed “Investors”
hereunder and parties to this Agreement.


 


12.         AMENDMENT OF RIGHTS.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with
written consent of the Company, and the Investors who Beneficially Own fifty
percent (50%) of the Registrable Securities Beneficially Owned by all Investors
(or their permitted assigns).  Any
amendment or waiver effected in accordance with this Section 12 shall be
binding upon each Investor and the Company.


 


13.         MISCELLANEOUS.


 


13.1  Headings. The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


13.2  Notice. Any notices required or
permitted to be given under the terms of this Agreement shall be sent by
certified or registered mail (return receipt requested) or delivered personally
or by courier or by confirmed telecopy, and shall be effective five (5) days
after being placed in the mail, if mailed, one (1) business day after being
deposited with a nationally recognized overnight delivery service, or
immediately if delivered personally, by same-day courier or by confirmed
telecopy, (such confirmation being conclusive proof of receipt or delivery) in
each case addressed to a party.  The
addresses for such communications shall be:


 


If to the Company:


 


Centiv,
Inc.


998
Forest Edge Drive


Vernon
Hills, IL 60061


Telephone
No.:  847-876-8300


Facsimile
No.:  847-955-1269


Attention:  President


 


13

















 


With a copy to:


 


Gardner
Carton & Douglas, LLC


191
North Wacker Drive, Suite 3700


Chicago,
IL  60606


Telephone
No.:  312-569-1142


Facsimile
No.:  312-569-3142


Attention:  Stephen Tsoris


 


If to an Investor, to the address of such
Investor set forth on Exhibit 1 to this Agreement or such other address as is
provided by the Investor to the Company in writing pursuant to this Section
13.2, with a copy to:


 


Richard
Friedman, Esq.


9705
Eagle Rising Cove


Austin,
TX 78730


Telephone
No.:   (512) 338-0145


Telecopy
No.:    (512) 338-9131


 


13.3  Failure to Exercise Rights or Remedies.
Failure of any party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy, shall not
operate as a waiver thereof.


 


13.4   Governing Law; Jurisdiction. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California applicable to contracts made and to be performed in the
State of California.  Each party
irrevocably consents to the non-exclusive jurisdiction of the United States
federal courts and state courts located in San Francisco, California in any
suit or proceeding based on or arising under this Agreement.  Each party irrevocably waives the defense of
an inconvenient forum to the maintenance of such suit or proceeding in such
courts.  Each party further agrees that
service of process upon it mailed by first class mail to the address set forth
in Section 13.2 shall be deemed in every respect effective service of process
upon it in any such suit or proceeding. 
Nothing herein shall affect any party’s right to serve process in any
other manner permitted by law.  Each
party agrees that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.


 


13.5  Entire Agreement.  This Agreement, the Securities Purchase
Agreement or other purchase agreement entered into by any Investors who become
party to this Agreement pursuant to Section 11.2 (including all schedules and
exhibits thereto),  and the Warrants
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
and therein.  This Agreement, the
Securities Purchase Agreement (or other purchase agreement entered into by any
Investors who become party to this Agreement pursuant to Section 11.2) and the
Warrants supersede all prior agreements and understandings among the parties
hereto and thereto with respect to the subject matter hereof and thereof.


 


13.6.  Successors and Assigns. Subject to
the requirements of Section 11.1 hereof, this Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties
hereto. The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the  Investors, except in connection with a
merger, consolidation or sale of all or substantially all of the Company’s
assets in which the surviving or successor entity in such transaction (a)
assumes the Company’s obligations hereunder, and (b) is a publicly traded
Company whose common stock is listed and trades on Nasdaq, the New York Stock
Exchange or the American Stock Exchange.


 


13.7  Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement.  This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.


 


14

















 


13.8  Other Actions.  Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 


13.9 Determinations.  All consents, approvals and other
determinations to be made by the Investors pursuant to this Agreement shall be
made by the Investors who Beneficially Own fifty percent (50%) of the
Registrable Securities Beneficially Owned by all Investors (or their permitted
assigns).


 


13.10  Previous Rights
Agreement.  Effective upon the execution
of this Agreement by the Company and holders of 66-2/3% of the Registrable
Securities Beneficially Owned by all Investors (as defined and calculated under
the Previous Rights Agreement), the Previous Rights Agreement is amended and
restated by this Agreement, and all of the Investor parties to that agreement
shall have the rights of an Investor under this Agreement.


 


15

















 


IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Investor Rights Agreement to be duly executed as of the date written in the
first paragraph of this Agreement.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CENTIV, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Mason

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
						



 


16

















 


CENTIV,
INC.


AMENDED
AND RESTATED


INVESTOR
RIGHTS AGREEMENT


INVESTOR
SIGNATURE PAGE


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (PRINT NAME OF PURCHASER)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (PRINTED NAME OF SIGNATORY)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (TITLE OF SIGNATORY)

  



 


17

















 


EXHIBIT
1


to


Amended
and Restated


Investor
Rights Agreement


 


[list name, address and security holdings of
all parties with registration rights, including Series A investors who are not
participating in the B]


 


18

















 


EXHIBIT
2


to


Amended
and Restated


Investor
Rights Agreement


 


[Date]


 


[Name and address of transfer agent]


 


Ladies and Gentlemen:


 


We have acted as counsel to Centiv, Inc., a
Delaware corporation (the “Company”), in connection with the Registration
Statement on Form S-3 (the “Registration Statement”) filed with the Securities
and Exchange Commission (the “Commission”) on or about
              
    , 2003, for the purpose of registering under the
Securities Act of 1933, as amended, up to
               
shares of its Common Stock, $.001 par value (the “Shares”) for resale by
certain selling stockholders.


 


It is our opinion that the Registration
Statement on Form S-3 (File No. 333-
                          )
naming [names of Investors] as selling stockholders of the Shares was declared
effective by the Securities and Exchange Commission on
                 ,
2003.


 


Our opinion expressed in this letter is based
solely upon a letter from the Commission date
                ,
2003 confirming that the registration was declared effective and telephone
communications between
                       ,
an attorney of this office, and
                       ,
a member of the Commission staff on
                          ,
2003, confirming that no stop order has been issued as of the date of such
communication.


 


This opinion is rendered to you in connection
with the request to remove the legends from the Shares and is solely for your
benefit.  This opinion may not be relied
upon by you for any other purpose, or relied upon by any other person, firm,
corporation or other entity for any purpose without our prior consent.  We disclaim any obligation to advise you of
any change of law that occurs, or any facts of which we may become aware, after
the date of this opinion.


 


Very
truly yours,


 


 


cc: [Names of Investor]


 


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