exv10w99



 





Exhibit 10.99




REGISTRATION RIGHTS AGREEMENT




          THIS
REGISTRATION RIGHTS AGREEMENT, dated as of
                    ,
20     between                     (the
“Investor”), and Sedona Corporation, a Pennsylvania corporation (the “Company”).




          WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investor is
purchasing from the Company, pursuant to a Common Stock and Warrant Purchase Agreement dated the
date hereof (the “Purchase
Agreement”),
                     shares of Common Stock and a Warrant to purchase
                    
shares of the Company’s Common Stock (the “Warrant Shares”); and




          WHEREAS, the Company desires to grant to the Investor the registration rights set forth herein
with respect to the shares of Common Stock purchased pursuant to the Purchase Agreement and the
Warrant Shares (hereinafter referred to as the “Stock” or “Securities” of the Company); and




          WHEREAS, capitalized terms not defined herein shall have the meanings ascribed to them in the
Purchase Agreement.




          NOW, THEREFORE, the parties hereto mutually agree as follows:




          Section 1. Registrable Securities. As used herein the term “Registrable Securities”
means the Securities until (i) the Registration Statement has been declared effective by the
Commission, and all Securities have been disposed of pursuant to the Registration Statement,
(ii) all Securities have been sold under circumstances under which all of the applicable conditions
of Rule 144 (or any similar provision then in force) under the Securities Act (“Rule 144”) are met,
(iii) all Securities have been otherwise transferred to holders who may trade such Securities
without restriction under the Securities Act, and the Company has delivered a new certificate or
other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time
as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume
or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the
Securities Act. In the event of any merger, reorganization, consolidation, recapitalization or
other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to
be made in the definition of “Registrable Securities” as is appropriate in order to prevent any
dilution or enlargement of the rights granted pursuant to this Agreement.




          Section 2. Restrictions on Transfer. The Investor acknowledges and understands that
prior to the registration of the Securities as provided herein, the Securities are “restricted
securities” as defined in Rule 144 promulgated under the Securities Act. The Investor understands
that no disposition or transfer of the Securities may be made by such Investor in the absence of
(i) an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such
transfer may be made without registration under the Securities Act or (ii) such registration.




 









 








          With a view to making available to the Investor the benefits of Rule 144 under the Securities
Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to
sell securities of the Company to the public without registration, the Company agrees to use its
reasonable best efforts to:




                         (a) comply with the provisions of paragraph (c)(1) of Rule 144; and



                         (b) file with the SEC in a timely manner all reports and other documents required to be filed
with the SEC pursuant to Section 13 or 15(d) under the Exchange Act by companies subject to either
of such sections.



          Section 3. Registration Rights With Respect to the Securities.




                         (a) The Company agrees that it will use its best efforts to prepare and file with the SEC, as
soon as reasonably practicable, a registration statement under the Securities Act (the
“Registration Statement”), at the sole expense of the Company (except as provided in Section 3(c)
hereof), in respect of the Investor, so as to permit a public offering and resale of the Securities
under the Act by the Investor as a selling stockholder and not as an underwriter.



                         (b) The Company will maintain the Registration Statement filed under this Section 3 effective
under the Securities Act until the earlier of (i) the Securities subject to the Registration
Statement are no longer Registrable Securities, or (ii) two (2) years from the Effective Date (the
“Effectiveness Period”).



                         (c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in
connection with the preparation and filing of the Registration Statement under subparagraph 3(a),
and in complying with applicable securities and Blue Sky laws (including, without limitation, all
attorney’s fees of the Company), shall be borne by the Company. The Investor shall bear its own
costs of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the
Securities being registered and the fees and expenses of its counsel. The Investor and its counsel
shall have a reasonable period, not to exceed five (5) Trading Days, to review the proposed
Registration Statement or any amendment thereto, including a copy of the Company’s proposed
response to any staff comments, prior to filing with the SEC, and the Company shall provide the
Investor with copies of any comment letters received from the SEC with respect thereto within two
(2) Trading Days of receipt thereof and shall communicate any oral advice from the SEC as to
whether or not the Registration Statement will be reviewed, and if so, how extensively. So long as
no undue effort or expense to the Company is required, the Company shall qualify any of the
securities for sale in such states as any Investor reasonably designates and shall furnish
indemnification in the manner provided in Section 6 hereof. However, the Company shall not be
required to qualify in any state which will require an escrow or other restriction relating to the
Company and/or the sellers, or which will require the Company to qualify to do business in such
state or require the Company to file therein any general consent to service of process. The
Company at its expense will supply the Investor with copies of the applicable Registration
Statement and the prospectus included therein and other related documents in such quantities as may
be reasonably requested by the Investor.



2









 





                         (d) The Company shall not be required by this Section 3 to include any Investor’s Securities
in any Registration Statement which is to be filed if, in the opinion of the Company, the proposed
offering or other transfer as to which such registration is requested is exempt from applicable
federal and state securities laws and would result in all purchasers or transferees obtaining
securities which are not “restricted securities”, as defined in Rule 144 under the Securities Act.



                         (f) No provision contained herein shall preclude the Company from selling securities pursuant
to any Registration Statement in which it is required to include Securities pursuant to this
Section 3.



                         (g) If at any time or from time to time after the effective date of any Registration
Statement, the Company notifies the Investor in writing of the existence of a Potential Material
Event (as defined in Section 3(h) below), the Investor shall not offer or sell any Securities or
engage in any other transaction involving or relating to Securities, from the time of the giving of
notice with respect to a Potential Material Event until the Investor receives written notice from
the Company that such Potential Material Event either has been disclosed to the public or no longer
constitutes a Potential Material Event; provided, however, that the Company may not so suspend such
right to offer or sell any Securities for more than ninety (90) days in the aggregate during any
twelve month period during the period the Registration Statement is required to be in effect. If a
Potential Material Event shall occur prior to the date a Registration Statement is required to be
filed, then the Company’s obligation to file such Registration Statement shall be delayed for not
more than ninety (90) days.



                         (h) “Potential Material Event” means any of the following: (i) the possession by the Company
of material information not ripe for disclosure in a registration statement, if determined in good
faith by the Chief Executive Officer or the Board of Directors of the Company; or (ii) any material
engagement or activity by the Company which would, in the good faith determination of the Chief
Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in
a registration statement at such time, which determination shall be accompanied by a good faith
determination by the Chief Executive Officer or the Board of Directors of the Company that the
applicable Registration Statement might be materially misleading absent the inclusion of such
information.



                         (i) In connection with any offering under this Section 3 involving an underwriting, the
Company shall not be required to include any Registrable Securities in such underwriting unless the
Investor thereof accepts the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If, in the opinion of the managing underwriter, the registration of
all, or part of, the Registrable Securities that the Investor has requested to be included would be
likely to materially and adversely affect such public offering, then the Company shall be required
to include in the underwriting only that number of Registrable Securities, if any, that the
managing underwriter in good faith believes may be sold without causing such adverse effect. If
the number of Registrable Securities to be included in the underwriting in accordance with the
foregoing is less than the total number of shares that the Investor has requested to be included,
the Investor who has requested registration shall participate in the underwriting pro rata based
upon its total ownership of Registrable Securities. If the Investor would thus be entitled to
include more shares than he requested to be registered,



3









 




the excess shall be allocated among other requesting investors pro rata based upon their total
ownership of Registrable Securities.




          Section 4. Cooperation with Company. The Investor will cooperate with the Company in
all respects in connection with this Agreement, including timely supplying all information
reasonably requested by the Company (which shall include all information regarding the Investor and
proposed manner of sale of the Registrable Securities required to be disclosed in any Registration
Statement) and executing and returning all documents reasonably requested in connection with the
registration and sale of the Registrable Securities and entering into and performing their
obligations under any underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such underwritten offering.




          Section 5. Registration Procedures. If and whenever the Company is required by any
of the provisions of this Agreement to effect the registration of any of the Registrable Securities
under the Securities Act, the Company shall (except as otherwise provided in Section 3(g) and
elsewhere in this Agreement), as expeditiously as possible, subject to the Investor’s assistance
and cooperation as reasonably required with respect to each Registration Statement:




                         (a) (i) prepare and file with the SEC such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such registration statement
whenever the Investor shall desire to sell or otherwise dispose of the same (including prospectus
supplements with respect to the sales of securities from time to time in connection with a
registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all
lawful action such that each of (A) the Registration Statement and any amendment thereto does not,
when it becomes effective, 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 and (B) the prospectus forming part
of the Registration Statement, and any amendment or supplement thereto, does not at any time during
the Registration Period include 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;



                         (b) (i) prior to the filing with the SEC of any Registration Statement (including any
amendments thereto) and the distribution or delivery of any prospectus (including any supplements
thereto), provide draft copies thereof to the Investor as required by Section 3(c) and (ii) furnish
to the Investor such numbers of copies of a prospectus including a preliminary prospectus or any
amendment or supplement to any prospectus, as applicable, in conformity with the requirements of
the Securities Act, and such other documents, as the Investor may reasonably request in order to
facilitate the public sale or other disposition of the securities owned by the Investor;



                         (c) register and qualify the Registrable Securities covered by the Registration Statement
under such other securities or Blue Sky laws of such jurisdictions as the



4









 




Investor shall reasonably request (subject to the limitations set forth in Section 3(c)
above), and do any and all other acts and things which, on the Company’s part, may be necessary or
advisable to enable the Investor to consummate the public sale or other disposition in such
jurisdiction of the securities owned by such Investor;




                         (d) list such Registrable Securities on the Principal Market, if the listing of such
Registrable Securities is then permitted and required under the rules of such Principal Market;



                         (e) notify the Investor at any time when a prospectus relating thereto covered by the
Registration Statement is required to be delivered under the Securities Act, of the happening of
any event of which it 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 in the light of the circumstances then existing, and the Company shall prepare and
file a curative amendment under Section 5(a) as quickly as commercially possible;



                         (f) as promptly as practicable after becoming aware of such event, notify the Investor who
holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness
of the Registration Statement at the earliest possible time and take all lawful action to effect
the withdrawal, recession or removal of such stop order or other suspension;



                         (g) cooperate with the Investor to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the Registration Statement
and enable such certificates for the Registrable Securities to be in such denominations or amounts,
as the case may be, as the Investor reasonably may request and registered in such names as the
Investor may request; and, within five (5) Trading Days after a Registration Statement which
includes Registrable Securities is declared effective by the Commission, deliver and cause legal
counsel selected by the Company to deliver to the transfer agent for the Registrable Securities
(with copies to the Investor) an appropriate instruction and, to the extent necessary, an opinion
of such counsel;



                         (h) take all such other lawful actions reasonably necessary, on the part of the Company, to
expedite and facilitate the disposition by the Investor of their Registrable Securities in
accordance with the intended methods therefor provided in the prospectus which are customary for
issuers to perform under the circumstances; and



                         (i) maintain a transfer agent and registrar for its Common Stock.



          Section 6. Indemnification.




                         (a) To the maximum extent permitted by law, the Company agrees to indemnify and hold harmless
the Investor, the underwriter of the Investor’s Registrable Shares



5









 




and each person, if any, who controls the Investor or underwriter within the meaning of the
Securities Act (each a “Distributing Investor”) against any losses, claims, damages or liabilities,
joint or several (which shall, for all purposes of this Agreement, include, but not be limited to,
all reasonable costs of defense and investigation and all reasonable attorneys’ fees and expenses),
to which the Distributing Investor may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement, or any related final prospectus or amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent, and only to the
extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in such Registration
Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance
upon, and in conformity with, written information furnished to the Company by the Distributing
Investor, its counsel, affiliates or any underwriter, specifically for use in the preparation
thereof.




                         (b) To the maximum extent permitted by law, the Investor agrees that it will indemnify and
hold harmless the Company, each officer and director of the Company, each underwriter and each
person, if any, who controls the Company or any such underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes
of this Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys’ fees and expenses) to which the Company, any such
underwriter or any such officer, director or controlling person of the Company or any such
underwriter may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or
are based upon the omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, but in each case only to
the extent that such untrue statement or alleged untrue statement or omission or alleged omission
was made in such Registration Statement, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished to the Company by such
Investor, its counsel or affiliates, specifically for use in the preparation thereof.
Notwithstanding anything to the contrary contained herein, the Investor shall not be liable under
this Section 6(b) for any amount that exceeds the gross proceeds to the Investor as a result of the
sale of Registrable Securities pursuant to the Registration Statement. This indemnity agreement
will be in addition to any liability which the Investor may otherwise have and is not a limitation
on any other indemnity obligation of the Investor to the Company.



                         (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action against such indemnified party, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve the indemnifying party from any liability which it may have to
any indemnified party except to the extent the failure of the



6









 




indemnified party to provide such written notification actually prejudices the ability of the
indemnifying party to defend such action. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, assume the defense thereof, subject to the
provisions herein stated and after notice from the indemnifying party to such indemnified party of
its election to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 6 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than reasonable costs of
investigation, unless the indemnifying party shall not pursue the action to its final conclusion.
The indemnified parties as a group shall have the right to employ one separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of such counsel shall
not be at the expense of the indemnifying party if the indemnifying party has assumed the defense
of the action with counsel reasonably satisfactory to the indemnified party unless (i) the
employment of such counsel has been specifically authorized in writing by the indemnifying party,
or (ii) the named parties to any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party and the indemnified party shall have been advised by
its counsel that there may be one or more legal defenses available to the indemnifying party
different from or in conflict with any legal defenses which may be available to the indemnified
party or any other indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party, it being understood,
however, that the indemnifying party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable only for the reasonable fees and expenses of one separate
firm of attorneys for the indemnified party, which firm shall be designated in writing by the
indemnified party). No settlement of any action against an indemnified party shall be made without
the prior written consent of the indemnified party, which consent shall not be unreasonably
withheld so long as such settlement includes a full release of claims against the indemnified
party, and no indemnified party shall consent to entry of any judgment or settle any claim or
litigation without the prior written consent of the indemnifying party.




          Section 7. Contribution. In order to provide for just and equitable contribution
under the Securities Act in any case in which (i) the indemnified party makes a claim for
indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide for
indemnification in such case, or (ii) contribution under the Securities Act may be required on the
part of any indemnified party, then the Company and the applicable Distributing Investor shall
contribute to the aggregate losses, claims, damages or liabilities to which they may be subject
(which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys’ fees and expenses), in either such
case (after contribution from others) on the basis of relative fault as well as any other relevant
equitable considerations. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one
hand or the applicable Distributing Investor on the other hand, and the parties’ relative intent,



7









 






knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Distributing Investor agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in
this Section 7. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. 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.




          Notwithstanding any other provision of this Section 7, in no event shall any Investor be
required to undertake liability to any person under this Section 7 for any amounts in excess of the
dollar amount of the gross proceeds received by such Investor from the sale of such Investor’s
Registrable Securities pursuant to any Registration Statement under which such Registrable
Securities are registered under the Securities Act.




          Section 8. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be delivered as provided in the Purchase Agreement.




          Section 9. Amendments and Waivers. This Agreement may be modified by the Company
from time to time to cure any ambiguity or correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company may deem necessary
or desirable and which shall not materially adversely affect the interest of the Investor and, in
addition, the Company may modify, supplement, or alter this Agreement at any time with the written
consent of the Investor.




          Section 10. Assignment. This Agreement is binding upon and inures to the benefit of
the parties hereto and their respective heirs, successors and permitted assigns. The rights granted
the Investor under this Agreement may be assigned upon the written consent of the Company only as
permitted by the Purchase Agreement.




          Section 11. Additional Covenants of the Company. The Company agrees it shall file
all reports and information required to be filed by it with the SEC in a timely manner and take all
such other action so as to maintain such eligibility for the use of the appropriate Registration
Statement for such purpose.




          Section 12. No Registration of Warrant. The registration rights contained herein
apply only to the shares of Common Stock, and the Company shall never be obligated to register the
Warrant.




          Section 13. Counterparts/Facsimile. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when together shall
constitute but one and the same instrument, and shall become effective when one or more



8









 






counterparts have been signed by each party hereto and delivered to the other parties. In
lieu of the original, a facsimile transmission or copy of the original shall be as effective and
enforceable as the original.




          Section 14. Remedies; Severability. The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction.




          Section 15. Headings. The headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.




          Section 16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to the choice of law or
conflicts of law provisions thereof. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the
Commonwealth of Pennsylvania and of the United States of America, located in the Commonwealth of
Pennsylvania, for any action, proceeding or investigation in any court or before any governmental
authority (“Litigation”) arising out of or relating to this Agreement and the transactions
contemplated hereby, and further agrees that service of any process, summons, notice or document by
U.S. registered mail to its respective address set forth in the Purchase Agreement shall be
effective service of process for any Litigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue
of any Litigation arising out of this Agreement or the transaction contemplated hereby in the
courts of the Commonwealth of Pennsylvania or the United States of America, located in the
Commonwealth of Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such Litigation brought in any such court has been
brought in an inconvenient forum.




9









 








          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed, on the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	SEDONA CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Anita M. Primo
	 	 
	 	 	 	 	Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Title: Investor	 	 






10