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Exhibit 10.16  


 
 

INTRADO INC.
  REGISTRATION RIGHTS AGREEMENT    
    


February 20, 2004  






  



 
 

TABLE OF CONTENTS    
    



	 
	 	Page

	REGISTRATION RIGHTS AGREEMENT	 	1
	

Recitals	
 	

1
	

1. Certain Definitions.	
 	

1
	

2. Registration Rights.	
 	

2
	 	2.1 Incidental Registration.	 	2
	 	2.2 Registration Procedures.	 	3
	 	2.3 Allocation of Expenses	 	4
	 	2.4 Indemnification and Contribution.	 	5
	 	2.5 Information by Holder	 	5
	 	2.6 Termination	 	7
	

3. General.	
 	

7
	 	3.1 Severability	 	7
	 	3.2 Specific Performance	 	7
	 	3.3 Governing Law	 	7
	 	3.4 Notices	 	8
	 	3.5 Complete Agreement	 	8
	 	3.6 Amendments and Waivers	 	8
	 	3.7 Pronouns	 	8
	 	3.8 Counterparts; Facsimile Signatures	 	8
	 	3.9 Section Headings and References	 	8
	

Exhibit A	
 	

 
	

List of Shareholders	
 	

 




i






REGISTRATION RIGHTS AGREEMENT  


        This Agreement dated as of February 20, 2004 is entered into by and among Intrado Inc., a Delaware corporation (the "Company"), and the individuals
and entities listed on Exhibit A attached hereto. 


Recitals  


        WHEREAS, the Company and the Shareholders have entered into a Share Purchase Agreement of even date herewith (the "Purchase Agreement"); and 


        WHEREAS,
the Company and the Shareholders desire to provide for certain arrangements with respect to the registration of shares of capital stock of the Company under the Securities Act
(as defined below); 


        NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 



        1.     Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 


        "Code" means the Internal Revenue Code of 1986, as amended. 


        "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. 


        "Common Stock" means the common stock, $0.001 par value per share, of the Company. 


        "Company" has the meaning ascribed to it in the introductory paragraph hereto. 


        "Confidential Information" means any information that is labeled as confidential, proprietary or secret which a Shareholder obtains from
the Company pursuant to financial statements, reports and other materials provided by the Company to such Shareholder pursuant to this Agreement or pursuant to visitation or inspection rights granted
hereunder. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of
the Commission issued under such Act, as they each may, from time to time, be in effect. 


        "Indemnified Party" means a party entitled to indemnification pursuant to Section 2.4. 


        "Indemnifying Party" means a party obligated to provide indemnification pursuant to Section 2.4. 



        "Other Holders" means holders of securities of the Company (other than Shareholders) who are entitled, by contract with the Company, to
have securities included in a Registration Statement. 


        "Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 


        "Purchase Agreement" has the meaning ascribed to it in the recitals hereto. 



        "Registrable Shares" means (a) the shares of Common Stock issued pursuant to the Purchase Agreement (b) any other shares of
Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that shares of Common Stock which
are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) at such time as
they become eligible for sale pursuant to Rule 144(k) under the Securities Act. 


        "Registration Expenses" means all expenses incurred by the Company in complying with the provisions of Section 2, including,
without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees and expenses of one counsel selected by the
Selling Stockholders to represent the Selling Stockholders, state Blue Sky 





 



fees
and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of
Selling Stockholders' own counsel (other than the counsel selected to represent all Selling Stockholders). 



        "Registration Statement" means a registration statement filed by the Company with the Commission for a public offering and sale of
securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or
any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation). 


        "Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect. 


        "Selling Stockholder" means any Shareholder owning Registrable Shares included in a Registration Statement. 


        "Shareholder" shall mean (a) the individuals listed on Exhibit A attached hereto and (b) any party who shall
hereafter acquire Registrable Shares from such individuals and to whom such individuals shall have assigned their respective rights under this Agreement;  provided, however, that, any purchaser of shares of Common Stock pursuant to a Registration Statement
filed pursuant to this Agreement or Rule 144 shall not be a Shareholder. 


        2.     Registration Rights. 



        2.1   Mandatory Registration. 



        (a)   On
or before the ninetieth (90th) day following the Closing Date under the Purchase Agreement (the "Registration Deadline"), the Company shall prepare and
file with the Commission a Registration Statement on Form S-3, if available, for a shelf offering of all of the outstanding Registrable Shares (the "Shelf Registration Statement"). 



        (b)   The
Company shall use its best efforts to cause such Registration Statement to become effective as soon as practicable following the filing thereof. The Company shall
respond as promptly as reasonably practicable to any and all comments made by the staff of the Commission on the Registration Statement, and shall promptly submit to the Commission, after the Company
learns that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, as the case
may be, a request for acceleration of the effectiveness of the Registration Statement. The Company shall maintain the effectiveness of the Registration Statement until the earlier to occur of
(i) the date on which all of the Registrable Share have been sold pursuant to the Registration Statement and (ii) the date on which all of the remaining Registrable Securities may be
immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Shareholder at a given time. 


        (c)   Notwithstanding
the foregoing, the Company shall have the right to delay the filing of the mandatory Registration Statement, its response to the staff comments or its
request for acceleration of effectiveness of such Registration Statement for a reasonable period of time (not to exceed 180 days from the Registration Deadline) if the Company is engaged or has
plans to engage in any activity or transaction or preparations or negotiations for any activity or negotiation that the Company desires to keep confidential for business reasons. The Company shall
give written notice to the Shareholders of any such delay or withdraw of a Registration Statement. 




2





 







        2.2   Incidental Registration. 




        (a)   Whenever
the Company proposes or is required to file a Registration Statement (other than the Shelf Registration Statement) covering shares of Common Stock, at
any time and from time to time, whether or not for its own account or the account of Other Holders, and the Shelf Registration Statement shall either not have been filed when required pursuant to
Section 2.1 or shall not have become effective within 90 days after such filing, it will, prior to such filing, give written notice to all Shareholders of its intention to do so. Upon
the written request of a Shareholder or Shareholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such
Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Shareholder or Shareholders to register to be registered under
the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholder or
Shareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Shareholder. 


        (b)   If
the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so
advise the Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Shareholder to
include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Shareholder's participation in such underwriting on the terms set forth herein
and (ii) all Shareholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the
underwriting by the Company. If any Shareholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person
may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors
require a limitation on the number of shares to be underwritten, the shares held by holders other than Shareholders and Other Holders shall be excluded from such Registration Statement and
underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration
Statement and underwriting shall be allocated among all Shareholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common
Stock held by them on the date the Company gives the notice specified in Section 2.1(a). If any Shareholder or Other Holder would thus be entitled to include more shares than such holder
requested to be registered, the excess shall be allocated among other requesting Shareholders and Other Holders pro rata in the manner described in the preceding sentence. 



        (c)   Notwithstanding
the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if
such Registrable Shares can then be sold pursuant to Rule 144(k) under the Securities Act. 




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        2.3   Registration Procedures. 




        (a)   If
and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares under the
Securities Act, the Company shall: 



        (i)    file
with the Commission a Registration Statement with respect to such Registrable Shares and use its best efforts to cause that Registration Statement to become
effective as soon as possible; 


        (ii)   as
expeditiously as possible prepare and file with the Commission any amendments and supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to comply with the provisions of the Securities Act (including the anti-fraud provisions thereof) and to keep the Registration Statement
effective for 12 months from the effective date or such lesser period until all such Registrable Shares are sold; 


        (iii)  as
expeditiously as possible furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any preliminary Prospectus, in
conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the
Registrable Shares owned by such Selling Stockholder; 


        (iv)  as
expeditiously as possible use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or Blue Sky
laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate
the public sale or other disposition in such states of the Registrable Shares owned by the Selling Stockholders; provided, however, that the Company shall not be required in connection with this
paragraph (iv) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; 



        (v)   as
expeditiously as possible, cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed; 


        (vi)  promptly
provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement; 


        (vii) promptly
make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to such Registration Statement,
and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling Stockholders, all financial and other records, pertinent corporate documents and properties of
the Company and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such Registration Statement; 


        (viii)   as
expeditiously as possible, notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such Registration
Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; and 


        (ix)  as
expeditiously as possible following the effectiveness of such Registration Statement, notify each seller of such Registrable Shares of any request by the Commission
for the amending or supplementing of such Registration Statement or Prospectus. 





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        (b)   If
the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with the requirements of the
Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders shall immediately cease making offers of Registrable Shares and return all
Prospectuses to the Company. The Company shall promptly provide the Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be
free to resume making offers of the Registrable Shares. 


        (c)   In
the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material
developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Selling
Stockholders to such effect, and, upon receipt of such notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until
such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in writing by the Company that the then current Prospectus may be used
and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. 





        2.4   Allocation of Expenses. The Company will pay all Registration Expenses for all registrations under this Agreement; 


        2.5   Indemnification and Contribution. 




        (a)   In
the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each
Selling Stockholder, each underwriter of such Registrable Shares, and each other person, if any, who controls such Selling Stockholder or underwriter within the meaning of the Securities Act or the
Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder, underwriter or controlling person may become subject under the Securities Act, the
Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, (ii) the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange
Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the Registration Statement or the offering
contemplated thereby; and the Company will reimburse such Selling Stockholder, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such Selling
Stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action;  provided, however, that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Selling Stockholder, underwriter or controlling person specifically for
use in the preparation thereof. 




5





 


        (b)   In
the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not
jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within
the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable
Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement,
or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent (and only to the
extent) that the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by such Selling Stockholder
specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided,  however, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of
Registrable Shares sold in connection with such registration. 


        (c)   Each
Indemnified Party shall give notice to the Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld, conditioned or
delayed); and, provided, further, that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this Section 2.4 except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified
Party may participate in such defense at such party's expense; provided, however, that the Indemnifying
Party shall pay such expense if the Indemnified Party reasonably concludes that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to
actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided
further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The
Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim
or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle
such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. 


        (d)   In
order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 2.4 is due in accordance with
its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu
of indemnifying such Indemnified Party, contribute to the amount paid or payable by such 




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Indemnified
Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the Selling Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact
related to information supplied by the Company or the Selling Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4(d) were determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 2.4(d), (i) in no case
shall any one Selling Stockholder be liable or responsible for any amount in excess of the net proceeds received by such Selling Stockholder from the offering of Registrable Shares and (ii) the
Company shall be liable and responsible for any amount in excess of such proceeds; provided, however,
that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a
claim for contribution may be made against another party or parties under this Section 2.4(d), notify such party or parties from whom contribution may be sought, but the omission so to notify
such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section 2.4(d). No party
shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld, conditioned or
delayed. 


        (e)   The
rights and obligations of the Company and the Selling Stockholders under this Section 2.4 shall survive the termination of this Agreement. 





        2.6   Information by Holder. Each holder of Registrable Shares included in any registration shall furnish to the Company such
information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement. 


        2.7   Termination. All of the Company's obligations to register Registrable Shares shall terminate upon the date on which no
Shareholder holds any Registrable Shares (e.g., (a) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (b) at such time as such shares
become eligible for sale pursuant to Rule 144(k) under the Securities Act). 


        3.     General. 



        3.1   Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement. 


        3.2   Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach
of this Agreement, each Shareholder shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other injunctive or other equitable relief as may
be granted by a court of competent jurisdiction. 


        3.3   Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of
Delaware (without reference to the conflicts of law provisions thereof). 



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        3.4   Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be
deemed delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via
a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below: 




        If
to the Company, at 1601 Dry Creek Drive, Longmont CO 80503, Attention: Chief Financial Officer and General Counsel, or at such other address as may have been furnished in writing by
the Company to the other, parties hereto, with a copy to Hale and Dorr LLP, 60 State Street, Boston, MA 02190, Attention: Mark L. Johnson, Esq.; or 


        If
to a Shareholder, at its address set forth on Exhibit A, or at such other address as may have been furnished in writing by such
Shareholder to the other parties hereto, with a copy to Wuersch & Gering LLP, 11 Hanover Square, 19th Floor, New York, NY 10005, Attention: Daniel A. Wuersch, Esq. 


        Any
party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service,
telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the
party for whom it is intended.
Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this
Section 3.4. 



        3.5   Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 



        3.6   Amendments and Waivers. This Agreement may be amended or terminated and the observance of any term of this Agreement may
be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and
Shareholders holding Registrable Shares representing at least 50% of the voting power of all Registrable Shares then held by all Shareholders. Notwithstanding the foregoing, this Agreement may not be
amended or terminated and the observance of any term hereunder may not be waived with respect to any Shareholder without the written consent of such Shareholder unless such amendment, termination or
waiver applies to all Shareholders in the same fashion. The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent
in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 3.6 shall be binding on all parties hereto, even if they do
not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision. 


        3.7   Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 


        3.8   Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures. 


        3.9   Successors and Assigns. The Shareholders shall be entitled to assign their rights hereunder to any acquirer of
Registrable Shares. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. 


        3.10 Section Headings and References. The section headings are for the convenience of the parties and in no way
alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a
section or subsection of this Agreement, unless specified otherwise. 



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        Executed as of the date first written above. 



	

 	
 	
COMPANY:
	

 	
 	

Intrado Inc.
	

 	
 	

By:	
 	


	

 	
 	

Name:	
 	

Michael D. Dingman, Jr.

	

 	
 	

Title:	
 	

Chief Financial Officer






	

Zurich, February 20, 2004
 Place/Date	
 	

 Brian Rüeger
	

 	
 	

 Marc Woog
	

 	
 	

 Christopher Tiensch
	

 	
 	

 Christopher Tiensch for and on behalf of Sellers 4-12 (as defined in the Share Purchase Agreement)




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INTRADO INC. REGISTRATION RIGHTS AGREEMENT


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