ex42.htm


    Exhibit 4.2

     

    
      


       

      Registration
Rights Agreement

       

      


       

       

      By
and Between

       

      


       

       

      Bottomline
Technologies (De), Inc.

       

      


       

       

      and

       

      


       

       

      Bank
of America, N.A.

       

       

       

       

      Dated

       

      


       

       

      September
14, 2009

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REGISTRATION RIGHTS
AGREEMENT

       

      This
Registration Rights Agreement (this “Agreement”) is made
and entered into as of September 14, 2009, by and between BOTTOMLINE
TECHNOLOGIES (DE), INC., a Delaware corporation (the “Company”), and BANK
OF AMERICA, N.A. a national banking association (the “Holder”).

       

      This
Agreement is made pursuant to that certain Asset Purchase Agreement, dated as of
August 5, 2009 by and among the Company and Bank of America, N.A (the “Purchase Agreement”)
and that certain Common Stock Purchase Warrant issued by the Company to the
Holder dated as of September 14, 2009 (the “Warrant”).

       

      The
Company and the Holder hereby agree as follows:

       

      1. Definitions

       

      Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:

       

      “Advice” shall have
the meaning set forth in Section 8(e)
hereof.

       

      “Capital Stock” means
the Company’s Common Stock and any other class of securities which the Common
Stock is converted into or any other securities created by the Company in the
future.

       

      “Commission” means the
Securities and Exchange Commission.

       

      “Corporate
Development” means a pending corporate development with respect to the
Company that the Company, based upon a reasonable determination of its Board of
Directors, believes is reasonably likely to  be material and that, in
the determination of the Company, based upon a reasonable determination of its
Board of Directors, makes it, to a material extent,  not in the best
interests of the Company to (i) file the Registration Statement or (ii) allow
continued availability of the Registration Statement or Prospectus, as
applicable.

       

      “Effectiveness Period”
shall have the meaning set forth in Section
2(a).

       

      “Holder” or “Holders” means the
holder or holders, as the case may be, from time to time of Registrable
Securities.

       

      “Indemnified Party”
shall have the meaning set forth in Section 5(c)
hereof.

       

      “Indemnifying Party”
shall have the meaning set forth in Section 5(c)
hereof.

       

      “Losses” shall have
the meaning set forth in Section 5(a)
hereof.

       

      “Person” shall mean
any individual, corporation, partnership, trust, limited liability company,
association or other entity.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Principal Market”
shall mean the Nasdaq Global Market or such other national securities exchange
or other nationally recognized trading system on which the Company’s Common
Stock is listed at the relevant time.

       

      “Proceeding” shall
mean any action, suit, proceeding, claim, arbitration or investigation before
any governmental entity or before any arbitrator.

       

      “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

       

      “Registration Request”
shall have the meaning set forth in Section 2(a)
hereof.

       

      “Registrable
Securities” means (i) any Capital Stock issued or issuable to the Holder
pursuant to the Warrant, (ii) any Capital Stock issued or issuable with respect
to the Capital Stock referred to in clause (i) above by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization, and (iii) any other shares of
Capital Stock held by holders of Capital Stock described in clauses (i) or (ii)
above; provided, however, that shares of Capital Stock which are Registrable
Securities shall cease to be Registrable Securities (A) upon any sale pursuant
to a registration statement under the Securities Act or (B) upon any sale or
transfer to any manner to a Person or entity which is not entitled, pursuant to
Section 8(h), to the rights under this Agreement.

       

      “Registration
Statement” means the registration statements required to be filed
hereunder and any additional registration statements contemplated by Section 3(b),
including (in each case) the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration
statement.

       

      “Rule 415” means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as
such Rule.

       

      “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as
such Rule.

       

      “Trading Day” shall
mean a day on which the Principal Market is open for trading.

       

      2. Shelf
Registration.

       

      (a) Upon a
request by Holders of a majority of the Registrable Securities delivered at any
time on or after the date which is ninety (90) days prior  the first
anniversary of 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        the
Closing Date (a “Registration
Request”), the Company shall prepare and file with the Commission as
promptly as reasonably possible a “Shelf” Registration Statement covering the
resale of the Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415, it being the intent of the parties that if the
Registration Request is made at least forty-five (45)
days  prior  the first anniversary of the Closing Date, that
Company shall use its Reasonable Best Efforts to have it declared effective by
the first anniversary of the Closing Date.  The Registration Statement
shall be on Form S-3 (unless the Company is not then eligible to register the
Registrable Securities for resale on Form S-3, in which case such registration
shall be on another appropriate form in accordance herewith) and shall contain
(unless otherwise directed by the Holders and except to the extent the Company
determines that modifications thereto are required under applicable law)
substantially the “Plan of Distribution” attached hereto as Annex
A.  Subject to the terms of this Agreement, the Company shall
use its Reasonable Best Efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, and shall use its Reasonable Best Efforts to keep such
Registration Statement continuously effective under the Securities Act until the
date which is three years after the date that such Registration Statement is
declared effective by the Commission or such earlier date when all Registrable
Securities covered by such Registration Statement have been sold or may be sold
without volume restrictions pursuant to Rule 144(b)(1) as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders (the “Effectiveness
Period”).

      

       

      (b) Notwithstanding
the foregoing, the Company may delay the filing of the Registration Statement
for a period of up to forty-five (45) days if, in the Company’s good faith
judgment, there has occurred or exists a Corporate Development. The Company
shall give notice to the Holders of its determination to delay the filing of the
Registration Statement and of the fact that the Corporate Development no longer
exists, in each case, promptly after the occurrence thereof.

       

      3. Registration
Procedures

       

      In
connection with the Company’s registration obligations hereunder, the Company
shall:

       

      (a) Not less
than five (5) Trading Days prior to the filing of each Registration Statement or
any related Prospectus or any amendment or supplement thereto (excluding any
document that would be incorporated or deemed incorporated therein by
reference), the Company shall (i) furnish to each Holder copies of all such
documents proposed to be filed, which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the review of such
Holders, and (ii) cause its officers and directors, counsel and independent
certified public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to conduct a reasonable
investigation within the meaning of the Securities Act.  The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Holders of a majority of the
Registrable Securities shall reasonably and in good faith object, provided that
the Company is notified of such objection in writing no later than five (5)
Trading Days after the Holders have been so furnished copies of such
documents.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) (i)
Prepare and file with the Commission such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep a Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of this
Agreement), and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to a Registration Statement or any amendment thereto
and as promptly as reasonably possible provide the Holders true and complete
copies of all correspondence from and to the Commission relating to a
Registration Statement; and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement
during the applicable period in accordance (subject to the terms of this
Agreement) with the intended methods of disposition by the Holders thereof set
forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.

       

      (c) Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant
to clauses (ii) through (vi) hereof shall be accompanied by an instruction to
suspend the use of the Prospectus until the requisite changes have been made) as
promptly as reasonably possible (and, in the case of (i)(A) below, not less than
five Trading Days prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one Trading Day following the day
(i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when the
Commission notifies the Company whether there will be a “review” of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders); and (C) with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in a Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to a
Registration Statement, Prospectus or other documents so that, in the case of a
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
(vi) the occurrence or existence of any Corporate Development.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Promptly
deliver to each Holder, without charge, an electronic copy of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto.  Filing on the Commission's EDGAR system shall be
deemed to satisfy such delivery requirement.  Subject to the terms of
this Agreement, the Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.

       

      (e) Use
Reasonable Best Efforts to register or qualify the resale of such Registrable
Securities as required under applicable securities or Blue Sky laws of each
State within the United States as any Holder requests in writing, to keep each
such registration or qualification (or exemption therefrom) effective during the
Effectiveness Period; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or subject the Company to any material tax in any such jurisdiction
where it is not then so subject.

       

      (f) Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to a Registration Statement, which certificates shall be free, to the
extent permitted by the Warrant, of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names
as any such Holders may request.

       

      (g) Upon the
occurrence of any event contemplated in Section 3(c), as
promptly as reasonably possible, prepare a supplement or amendment including a
post-effective amendment; to a Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an 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, in
light of the circumstances under which they were made, not
misleading.  If the Company notifies the Holders in accordance with
clauses (ii) through (vi) of Section 3(c) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, or the Company otherwise notifies the Holders of its election to
suspend the availability of a Registration Statement and Prospectus pursuant to
clause (vi) of Section
3(c), then the Holders shall suspend use of such
Prospectus.  The Company will use its Reasonable Best Efforts to
ensure that the use of the Prospectus may be resumed as promptly as is
practicable.  In the case of suspension of the availability of a
Registration Statement and Prospectus pursuant to clause (vi) of Section 3(c), the
Company shall not be required to take such action until such time as it shall
determine that the continued availability of the Registration Statement and
Prospectus is no longer not in the best interests of the Company; provided,
however, that the Company shall not be entitled to suspend the use
of a Prospectus
included in an effective Registration Statement pursuant to clause (vi) of Section 3(c) for an
aggregate period in excess of ninety (90) days in any 12-month
period.

       

      (h) Comply
with all applicable rules and regulations of the Commission.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (i) Use its
Reasonable Best Efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

       

      (j) In
connection with the filing of a Registration Statement or a supplement or
amendment thereto, the Company may require each Holder to furnish to the Company
a statement as to the number of shares of Common Stock beneficially owned by
such Holder and, if requested by the Commission, the controlling Person thereof,
within three Trading Days of the Company’s request.

       

      4. Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to the Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Principal Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws (including, without limitation, fees and disbursements of counsel
for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as requested by
the Holders )); (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
requested by the Holders; (iii) messenger, telephone and delivery expenses; (iv)
fees and disbursements of counsel for the Company; and (v) fees and expenses of
all other Persons retained by the Company in connection with the consummation of
the transactions contemplated by this Agreement.  In addition, the
Company shall be responsible for (i) all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder and (ii) reasonable fees and expenses of one counsel to the Holders in
connection with this Agreement.  In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent
provided for in the Purchase Agreement, any legal fees or other costs of the
Holders.

       

      5. Indemnification

       

      (a) Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, costs of preparation
and reasonable attorneys’ fees) and 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      expenses
(collectively, “Losses”), as
incurred, arising out of or relating to any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions or alleged untrue statements or omissions are
based upon information regarding such Holder furnished in writing to the Company
by such Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement, such Prospectus or
such form of Prospectus or in any amendment or supplement thereto or (2) in the
case of an occurrence of an event of the type specified in Section 3(c)(ii)
through (vi), the use by such Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is
outdated or defective and prior to the receipt by such Holder of the Advice
contemplated in Section
8(e).  The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is
aware.

       

      (b) Indemnification by
Holders.  Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses (as determined by a
court of competent jurisdiction in a final judgment not subject to appeal or
review) arising out of or based upon any untrue statement of a material fact
contained in any Registration Statement, any Prospectus, or any form of
prospectus, or in any amendment or supplement thereto, or arising out of or
based upon: (i) such Holder’s failure to comply with the prospectus delivery
requirements of the Securities Act or (ii) any omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading to the extent, but only to the extent, such untrue statement or
omission is contained in any information so furnished in writing by such Holder
to the Company specifically for inclusion in such Registration Statement or such
Prospectus or to the extent that (1) such untrue statements or omissions are
based upon information regarding such Holder furnished in writing to the Company
by such Holder expressly for use therein, or to the extent such information
relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in the Registration Statement, such Prospectus or
such form of Prospectus or in any amendment or supplement thereto or (2) in the
case of an occurrence of an event of the type specified in Section 3(c)(ii) through
(vi), the use by such Holder of an outdated or defective Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated
or defective and prior to the receipt by such Holder of the Advice contemplated
in Section
8(e).  In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) Conduct of Indemnification
Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with
defense thereof provided, that the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that
such failure shall have prejudiced the Indemnifying Party.

       

      An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the expense of one such counsel for each Holder shall be at the
expense of the Indemnifying Party).  The Indemnifying Party shall not
be liable for any settlement of any such Proceeding effected without its written
consent, which consent shall not be unreasonably withheld.  No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.

       

      Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section 5(e)) shall
be paid to the Indemnified Party, as incurred, within ten Trading Days of
written notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).

       

      (d) Contribution.  If a
claim for indemnification under Section 5(a) or 5(b) is unavailable
to an Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
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      Indemnified
Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission.  The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any
reasonable attorneys’ or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this Section was available to such party in accordance with its
terms.

       

      The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of
this Section
5(d), no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the proceeds actually received by such
Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.

       

      The
indemnity and contribution agreements contained in this Section 5 are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

       

      6. Stand-Off
Agreement.  Each Holder agrees that in the event the Company
proposes to file a registration statement for an underwritten public offering of
its securities, upon the request of the underwriters managing such public
offering, such Holder will execute a customary lock-up agreement, whereby such
Holder shall agree not to sell or otherwise dispose the Registrable Securities
or other securities of the Company held by such Holder (other than as part of
such registration) without the prior written consent of the underwriters for a
period not to exceed ninety (90) days from the effective date of the
registration; provided, however, that (a) all officers and directors of the
Company and (b) stockholders holding in excess of 5% of the Common Stock of the
Company,  enter into agreements that are no less restrictive in all
material respects than the agreement required hereunder of the Holder.  Any
Holder receiving any written notice from the Company regarding the Company’s
plans to file a registration statement shall treat such notice confidentially
and shall not disclose such information to any Person.

       

      7. Reporting.

       

      (a) Reports Under The Exchange
Act.  With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the Commission that may at any time permit the Holders to
sell securities of the Company to the public without registration ("Rule 144"), the
Company shall use reasonable efforts to:

       

      (i) make and
keep public information available, as those terms are understood and defined in
Rule 144;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii) file with
the Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act; and

       

      (iii) furnish
to each Holder, so long as such Holder owns Registrable Securities, promptly
upon request, (A) a written statement by the Company, if true, that it has
complied with the applicable reporting requirements of Rule 144, the Securities
Act and the Exchange Act, (B) a copy of the most recent annual or quarterly
report of the Company and copies of such other reports and documents so filed by
the Company, and (C) such other information as may be reasonably requested to
permit the Holders to sell such securities pursuant to Rule 144 without
registration.

       

      (b) Rule 144A
Information.  The Company shall, upon request of any Holder,
make available to such Holder the information required by Rule 144A(d)(4) (or
any successor rule) under the Securities Act.

       

      8. Miscellaneous.

       

      (a) Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and Holders of a
majority of the then outstanding Registrable
Securities.  Notwithstanding the foregoing, a waiver or consent to
depart from the provisions, hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding
sentence.

       

      (b) No Inconsistent
Agreements.  Neither the Company nor any of its Subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its
Subsidiaries, on or after the date of this Agreement, enter into any agreement
with respect to its securities, that would have the effect of impairing the
rights granted to the Holders in this Agreement.  Except as and to the
extent specified in Schedule 8(b) hereto,
neither the Company nor any of its Subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied by the filing of a registration
statement.

       

      (c) No Piggyback on
Registrations.  Except as and to the extent specified in Schedule 8(c) hereto,
or as otherwise consented to in writing by Holders of a majority of the then
outstanding Registrable Securities, neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include
securities of the Company in the Registration Statement other than the
Registrable Securities, and the Company shall not after the date hereof enter
into any agreement providing any such right to any of its security
holders.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

       

      (e) Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Sections 3(c)(ii)
through (vi),
such Holder will forthwith discontinue disposition of such Registrable
Securities under a Registration Statement until such Holder’s receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement
contemplated by Section 3(g), or
until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  The Company may provide appropriate stop
orders to enforce the provisions of this paragraph. The Company agrees and
acknowledges that any periods during which the Holder is required to discontinue
the disposition of Registrable Securities hereunder shall be subject to the
provisions of Section 3(g) hererof.

       

      (f) Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered; provided, that, the Company shall not be
required to register any Registrable Securities pursuant to this Section 8(f) that are
eligible for resale pursuant to Rule 144(b)(1) promulgated under the Securities
Act.

       

      (g) Notices.  Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Warrant.

       

      (h) Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of Holders
of a majority of the then-outstanding Registrable Securities.  Each
Holder may assign their respective rights hereunder in the manner and to the
Persons as permitted under the Warrant.

       

      (i) Counterparts and Facsimile
Signature.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.  This Agreement
may be executed by facsimile signature.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (j) Governing Law; Submission to
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would  cause the
application of laws of any jurisdictions other than those of the State of
Delaware.  The jurisdiction provisions of Section 11.12 of the
Purchase Agreement shall apply to this Agreement.

       

      (k) Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

       

      (l) Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.  If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or
unenforceable, each Holder and the Company agree that the court making the
determination of invalidity or unenforceability shall have the power to limit
the term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified.

       

      (m) Headings.  The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

       

       

      COMPANY:

       

      BOTTOMLINE
TECHNOLOGIES (DE), INC.

       

      By:      /s/
Robert A. Eberle___________________

      Name:
Robert A. Eberle

      Title:   President
and CEO

       

      HOLDER:

       

      BANK
OF AMERICA, N.A.

       

      By:      /s/
Leonard
Heckwolf                                                                         

      Name:
Leonard Heckwolf

      Title:   Senior
Vice President

       
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Plan of
Distribution

       

      The
selling shareholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions.  These sales may be at
fixed or negotiated prices.  The selling shareholders may use any one
or more of the following methods when selling shares:

       

      
        	
                ·  

              	
                ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

              


      

       

      
        	
                ·  

              	
                block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

              


      

       

      
        	
                ·  

              	
                purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

              


      

       

      
        	
                ·  

              	
                an
      exchange distribution in accordance with the rules of the applicable
      exchange;

              


      

       

      
        	
                ·  

              	
                privately
      negotiated transactions;

              


      

       

      
        	
                ·  

              	
                settlement
      of short sales;

              


      

       

      
        	
                ·  

              	
                broker-dealers
      may agree with the selling shareholders to sell a specified number of such
      shares at a stipulated price per
share;

              


      

       

      
        	
                ·  

              	
                a
      combination of any such methods of sale;
and

              


      

       

      
        	
                ·  

              	
                any
      other method permitted pursuant to applicable
  law.

              


      

       

      The
selling shareholders may also sell shares under Rule 144 of the Securities Act,
if available, rather than under this prospectus.  Broker-dealers
engaged by the selling shareholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the selling shareholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The selling shareholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.

       

      The
selling shareholder may from time to time pledge or grant a security interest in
some or all of the shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time under this prospectus, or under an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending the list of selling shareholders to include the
pledgee, transferee or other successors in interest as selling shareholders
under this prospectus.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
selling shareholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.

       

      The
selling shareholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  The selling
shareholders have informed the Company that none of them have any agreement or
understanding, directly or indirectly, with any person to distribute the common
stock.

       

      The
Company is required to pay all fees and expenses incurred by the Company
incident to the registration of the shares.  The Company has agreed to
indemnify the selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedules

       

      Schedule
8(b) – None.

       

      Schedule
8(c) – None.