Exhibit 10.2
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 16th,
2003, is made by and among The SCO Group, Inc., a corporation organized under
the laws of the State of Delaware (the "Company"), and the undersigned (together
with their affiliates, the "Initial Investors").
BACKGROUND
A.
IN CONNECTION WITH THAT CERTAIN SECURITIES
PURCHASE AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE COMPANY AND THE
INITIAL INVESTORS (THE "SECURITIES PURCHASE AGREEMENT"), THE COMPANY HAS AGREED,
UPON THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED THEREIN, TO ISSUE AND
SELL TO THE INITIAL INVESTORS SHARES OF THE COMPANY'S SERIES A PREFERRED STOCK,
PAR VALUE $0.001 PER SHARE (THE "PREFERRED STOCK"), THAT ARE CONVERTIBLE INTO
SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE $0.001 PER SHARE (THE "COMMON
STOCK"), UPON THE TERMS AND SUBJECT TO THE LIMITATIONS AND CONDITIONS SET FORTH
IN THE CERTIFICATE OF DESIGNATION, RIGHTS AND PREFERENCES WITH RESPECT TO SUCH
PREFERRED STOCK (THE "CERTIFICATE OF DESIGNATION").
THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF OR OTHERWISE PURSUANT TO THE PREFERRED STOCK ARE
REFERRED TO HEREIN AS THE "CONVERSION SHARES."
B.
TO INDUCE THE INITIAL INVESTORS TO
EXECUTE AND DELIVER THE SECURITIES PURCHASE AGREEMENT, AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED THEREBY, THE COMPANY HAS AGREED TO PROVIDE CERTAIN
REGISTRATION RIGHTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES
AND REGULATIONS THEREUNDER, OR ANY SIMILAR SUCCESSOR STATUTE (COLLECTIVELY, THE
"SECURITIES ACT"), AND APPLICABLE STATE SECURITIES LAWS.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Initial
Investors, intending to be legally bound, hereby agree as follows:
1.
DEFINITIONS.
(A)
AS USED IN THIS AGREEMENT, THE FOLLOWING
TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(I)
"INVESTOR" MEANS THE INITIAL INVESTORS AND ANY
QUALIFYING TRANSFEREES (AS DEFINED IN SECTION 10) WHO AGREE TO BECOME BOUND BY
THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 10 HEREOF.
(II)
"REGISTER," "REGISTERED," AND "REGISTRATION"
REFER TO A REGISTRATION EFFECTED BY PREPARING AND FILING A REGISTRATION
STATEMENT OR STATEMENTS IN COMPLIANCE WITH THE SECURITIES ACT AND PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT OR ANY SUCCESSOR RULE PROVIDING FOR OFFERING
SECURITIES ON A CONTINUOUS BASIS ("RULE 415"), AND THE DECLARATION OR ORDERING
OF
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "SEC").
(III)
"REGISTRABLE SECURITIES" MEANS (A) THE CONVERSION
SHARES AND (B) ANY SHARES OF CAPITAL STOCK ISSUED OR ISSUABLE, FROM TIME TO
TIME, AS A DISTRIBUTION ON, OR IN EXCHANGE FOR, OR OTHERWISE WITH RESPECT TO THE
PREFERRED STOCK OR THE CONVERSION SHARES (INCLUDING, WITHOUT LIMITATION, ANY
CONVERSION SHARES ISSUABLE UPON THE CONVERSION OF PREFERRED STOCK ISSUED AS A
DIVIDEND ON THE PREFERRED STOCK) WHETHER AS DEFAULT PAYMENTS, ON ACCOUNT OF
ANTI-DILUTION OR OTHER ADJUSTMENTS OR OTHERWISE.
(IV)
"REGISTRATION STATEMENT" MEANS A REGISTRATION
STATEMENT OF THE COMPANY UNDER THE SECURITIES ACT.
(B)
CAPITALIZED TERMS