-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObIqQiN+A9qlgd4RzJz4LxpSKF3PV0qgUmwZAeSHAoIE+OSAZgCD02TKAzDBH10a JWDdxJejYelbMYUUwhzymg== 0001005150-98-000712.txt : 19980721 0001005150-98-000712.hdr.sgml : 19980721 ACCESSION NUMBER: 0001005150-98-000712 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980720 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REALTY INFORMATION GROUP INC CENTRAL INDEX KEY: 0001057352 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 521543845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54369 FILM NUMBER: 98668341 BUSINESS ADDRESS: STREET 1: 7475 WISCONSIN AVE. CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3012158300 MAIL ADDRESS: STREET 1: 4600 EAST WEST HWY CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUNDERS RIG LLC CENTRAL INDEX KEY: 0001066183 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128290900 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* REALTY INFORMATION GROUP, INC. ------------------------------ (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 75612B 10 7 ----------- (CUSIP Number) Jeffrey Mann, Esq. Graham & James LLP 885 Third Ave., 24th Floor New York, N.Y. 10022 (212) 848-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 1998 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 CUSIP NO. 75612B 10 7 SCHEDULE 13D Page 2 of 5 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON FOUNDERS/RIG, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* oo and See Item 3 below - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER 1,158,375 and See Item 3 below NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 1,158,375 And See Item 3 below ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,158,375 and See Item 3 below - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% and See Item 3 below - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! This Statement on Schedule 13D relates to the beneficial ownership of the Page 3 of 5 common stock, par value $.01 per share (the "Common Stock"), of Realty Information Group, Inc., a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the Common Stock issued by the Company, which has its principal executive office at 7875 Wisconsin Avenue, Bethesda, MD 20814. ITEM 2. IDENTITY AND BACKGROUND. This Statement is filed by Founders/RIG, L.L.C., a Delaware limited liability company ("Founders"), with an office located at 711 Fifth Avenue, 14th Floor, New York, N.Y. 19922. Founders is engaged in identifying, for acquisition, data based businesses involved in commercial and industrial real estate. The managing members of Founders are Mr. Warren H. Haber ("Haber"), Mr. John L. Teeger ("Teeger"), and Mr. John D. White, Jr. ("White")(each, a "Managing Member"; and collectively, the "Managing Members"). Haber (a Director of the Company) and Teeger are officers and directors of Founders Equity, Inc., and its affiliates, private investment concerns engaged in the business of identifying businesses for acquisition in principal transactions, and managing such businesses for its own account. The business address for Haber and Teeger is 711 Fifth Avenue, 14th Floor, New York, N.Y. 19922. White is engaged in the business of investment banking. The business address for White is 599 Lexington Ave., 41st Floor, New York, N.Y. 10022. The Managing Members of Founders are citizens of the United States of America. Neither Founders, nor, to the best of Founders' knowledge or belief, any of the Managing Members has, during the last five years, either (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No funds are being used by Founders or any of the Managing Members in connection with any acquisition of shares of Common Stock. Rather, pursuant to an Agreement and Plan of Contribution, dated March 5, 1998 (the "Contribution Agreement"), Founders and all of the other investors (including each of the Managing Members) in two related entities -- Realty Information Group, L.P. ("RIGLP")and OLD RIG, Inc. ("RIGINC") -- agreed to exchange their partnership units in RIGLP and/or their shares of RIGINC for shares of the Company. On July 7, 1998, in connection with the initial public offering of 2,500,000 shares of the Common Stock of the Company, Founders exchanged Page 4 of 5 382,302 units in RIGLP for 1,158,375 shares of Common Stock of the Company. (See also Item 5). ITEM 4. PURPOSE OF TRANSACTION. Founders and the Managing Members exchanged their units in RIGLP for shares of Common Stock of the Company solely to facilitate the consolidation of RIGLP and RIGINC with and into the Company so as to facilitate a public offering of 2,500,000 shares of Common Stock of the Company. Founders and/or each of the Managing Members may sell some or all of their shares of Common Stock, either in the open market or in private transactions depending on such holder's evaluation of the Company's business, prospects and financial condition, the market for such holder's shares of the Common Stock, other opportunities, general economic conditions, stock market conditions and further developments. Founders' ability to sell any of its shares of Common Stock is, however, subject to the terms of a lock-up agreement entered into between Founders and Allen & Company Incorporated (on behalf of the underwriters of the public offering), dated June 22, 1998. The lock-up expires on or about February 17, 1999. Other than as described above, neither Founders nor any of the Managing Members has any present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a) Founders is the beneficial owner of 1,158,376 shares of the Company's Common Stock which represents approximately 13.9% of the outstanding shares of Common Stock of the Company as of July 7, 1998. Haber (excluding the adult children) is the beneficial owner of 142,328 shares, of which 104,634 shares are owned directly by him and 18,847 are owned indirectly by him through Founders and 18, 847 are owned indirectly by his spouse through founders, of Common Stock of the Company which represents less than 1% of the outstanding shares of Common Stock of the Company as of July 7, 1998. Teeger (excluding his adult children) is the beneficial owner of 78,018 shares, of which 54,822 shares are held directly by him and the balance is owned indirectly through Founders, of Common Stock of the Company which represents less than 1% of the outstanding shares of Common Stock of the Company as of July 7, 1998. White is the beneficial owner of 70,870 shares, of which 62, 171 shares are held directly by him and the balance is owned by him and his spouse indirectly through Founders, of Common Stock of the Company which represent less than 1% of the outstanding shares of Common Stock of the Company as of July 7, 1998. Additionally, each Managing Member has a beneficial interest that is less than 5% in Founders, and the aggregate total of all of the Managing Members' beneficial interest in founders is less than 5%. Page 5 of 5 (b) Founders has the sole power to vote or direct the disposition of its shares of Common Stock of the Company. Each of Harber, White and Teger have the sole power to vote or direct the disposition of their respective shares of Common Stock of the Company owned directly by them. (c) See Item 4 above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On March 5, 1998, Founders and other investors including the Managing Members entered in the Contribution Agreement (see Item 3 above). On June, 22, 1998, Founders and each of the Managing Members entered into the Lock-Up Agreement. On December 3, 1996, Founders, RIGLP, RIGINC, and other entities entered into a Registration Rights Agreement. A copy of the Contribution Agreement, a copy of the Registration Rights Agreement, and a copy of the Lock-Up Agreement are attached hereto as, respectively, Exhibits 1, 2, and 3 and are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement and Plan of Contribution, dated March 5, 1998, by and among the limited partners of RIGLP and the shareholders of RIGINC. Exhibit 2 Registration Rights Agreement, dated December 3, 1996, by and among Founders, RIGLP, RIGINC, Law Bulletin Publishing Company, and RIG Holdings, LLC. Exhibit 3 Lock-Up Agreement, dated June 22, 1998, between Founders and Allen & Company Incorporated. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 17, 1998 FOUNDERS/RIG, L.L.C. By: /s/ John L. Teeger __________________________ Name: John L. Teeger Title: Managing Member EX-1 2 EXHIBIT 1 AGREEMENT AND PLAN OF CONTRIBUTION BY AND AMONG REALTY INFORMATION GROUP, INC. AND THE LIMITED PARTERS OF REALTY INFORMATION GROUP, L.P. NAMED HEREIN AND THE STOCKHOLDERS OF OLD RIG, INC. NAMED HEREIN EFFECTIVE AS OF MARCH 5, 1998 TABLE OF CONTENTS ARTICLE I. PLAN OF CONTRIBUTION...........................................................2 1.1 THE CONTRIBUTION.............................................2 1.2 CONSIDERATION................................................2 1.3 OWNERS' REPRESENTATIVE.......................................3 1.4 ACCOUNTING TERMS.............................................3 ARTICLE II. CLOSING........................................................................3 2.1 LOCATION AND DATE............................................3 2.2 DELIVERIES...................................................4 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE .........................................4 3.1 DUE ORGANIZATION.............................................4 3.2 AUTHORIZATION; VALIDITY......................................5 3.3 NO CONFLICTS.................................................5 3.4 CAPITAL STOCK................................................5 3.5 ABSENCE OF CLAIMS AGAINST COMPANY............................6 3.6 SECURITIES REPRESENTATIONS...................................6 ARTICLE IV. REPRESENTATIONS OF PARENT.....................................................6 4.1 DUE ORGANIZATION.............................................6 4.2 AUTHORIZATION; VALIDITY OF OBLIGATIONS.......................6 4.3 NO CONFLICTS.................................................7 4.4 CAPITALIZATION OF PARENT AND OWNERSHIP OF PARENT STOCK.......7 ARTICLE V. COVENANTS......................................................................8 5.1 COOPERATION..................................................8 5.2 NOTIFICATION OF CERTAIN MATTERS..............................8 5.3 TERMINATION OF CERTAIN AGREEMENTS............................8 5.4 AMENDMENT OF REGISTRATION RIGHTS.............................8 ARTICLE VI. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT..................................9 6.1 NO LITIGATION................................................9 6.2 CONSENTS AND APPROVALS.......................................9 6.3 REGISTRATION STATEMENT.......................................9 6.4 IPO..........................................................9 6.5 TENDER.......................................................9 ARTICLE VII. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CONTRIBUTING PARTIES.......................................................................10 7.1 NO LITIGATION...............................................10 7.2 CONSENTS AND APPROVALS......................................10 7.3 REGISTRATION STATEMENT......................................10 7.4 IPO.........................................................10 7.5 LEGAL OPINION...............................................10 ARTICLE VIII. GENERAL.......................................................................11 8.1 TERMINATION.................................................11 8.2 EFFECT OF TERMINATION.......................................11 8.3 SUCCESSORS AND ASSIGNS......................................11 8.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER.........................12 8.5 COUNTERPARTS................................................12 8.6 BROKERS AND AGENTS..........................................12 8.7 NOTICES.....................................................12 8.8 GOVERNING LAW...............................................13 8.9 SEVERABILITY................................................14 8.10 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS...................14 8.11 FURTHER REPRESENTATIONS.....................................14 8.12 EFFECTIVENESS OF REPRESENTATIONS WARRANTIES. ...............15 ii AGREEMENT AND PLAN OF CONTRIBUTION THIS AGREEMENT AND PLAN OF CONTRIBUTION (the "Agreement") is made and effective as of this 5th day of March, 1998, by and among Realty Information Group, Inc., a Delaware corporation ("Parent"), formerly known as Realty Information Group (Delaware), Inc., the undersigned limited partners of Realty Information Group, L.P. (the "Contributing Partners"), and the undersigned stockholders of OLD RIG, Inc. (the "Contributing Stockholders" and, collectively with the Contributing Partners, the "Contributing Parties"), formerly known as Realty Information Group, Inc. BACKGROUND A. Parent was incorporated on February 2, 1998 (the "Formation") under the laws of the State of Delaware for the purpose of acquiring certain commercial real estate information businesses; and B. The Contributing Parties are security holders of one or more of the predecessors of Parent, each of which was formed with the express expectation of the parties that such entity's equity interests might be converted into common stock of a corporation in connection an initial public offering. C. Parent intends to undertake an initial public offering of its common stock (the "IPO") in April or May, 1998 and in connection therewith intends to file a Registration Statement on Form S-1 with the Securities and Exchange Commission promptly following the execution of this Agreement; and D. The Contributing Stockholders intend to contribute their shares (the "Shares") of capital stock of OLD RIG, Inc. ("RIGINC") to Parent in exchange for Parent shares in connection with the IPO (the "RIGINC Contribution"), all to facilitate the effectuation of the IPO; and E. The Contributing Partners intend to contribute their partnership units (the "Units") of Realty Information Group, L.P. ("RIGLP") to Parent in exchange for Parent shares in connection with the IPO (the "RIGLP Contribution" and, collectively with the RIGINC Contribution, the "RIG Contributions"); F. In connection with the Contributions and the IPO, Parent also expects to receive from the the Stockholders of Jamison Research, Inc. ("JRI") the contribution of all of their shares of capital stock of JRI to Parent in exchange for Parent shares as set forth therein (the "Jamison Contribution"); and G. The Formation, the IPO, the RIG Contributions, and the Jamison Contribution are being undertaken pursuant to an integrated transaction intended to qualify under Section 351 of the Internal Revenue Code of 1986, as amended (the "Transaction"); NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I. PLAN OF CONTRIBUTION 1.1 THE CONTRIBUTION. Upon the terms and subject to the conditions hereof, at the Closing, (a) each Contributing Stockholder will contribute to Parent all of the Shares owned by it, and (b) each Contributing Partner will contribute to Parent all of the limited partnership Units owned by it, in each case free and clear of all Liens (defined below), in exchange for such Contributing Stockholder's or Contributing Partner's pro rata share of the Consideration specified in Section 1.2. For the purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction). 1.2 CONSIDERATION. (a) For purposes of this Agreement, the "Consideration" shall be such number of shares of common stock of Parent, $0.01 par value (the "Parent Common Stock"), as the board of Parent shall decide to issue in connection with the Transaction less common stock worth Ten Million Dollars ($10,000,000.00), as adjusted pursuant to Section 1.2 and Section 1.3 of the Agreement among Parent, RIGINC, RIGLP, JRI and the stockholders of JRI (the "JRI Contribu tion Agreement"), valued at the Share Price (as defined in the JRI Contribution Agreement). (b) Consideration issued to the Contributing Stockholders and the Contributing Partners shall be Parent Common Stock. (c) Pro rata share, as to any Contributing Stockholder or Contributing Partner, shall mean the fraction, (i) the numerator of which is equal to the number of shares of common stock of RIGINC held by such Contributing Stockholder or the number of partnership units held by such Contributing Partner, and (ii) the denominator of which is the sum total of the number of shares of common stock of RIGINC held by all Contributing Stockholders plus the number of partnership units held by all Contributing Partners. - 2 - 1.3 OWNERS' REPRESENTATIVE. (a) Each Contributing Party, by signing this Agreement, designates Michael R. Klein or, in the event that Michael R. Klein is unable or unwilling to serve, Andrew C. Florance, to be the Owners' Representative solely for purposes specified in this Agreement. The Contributing Parties shall be bound by any and all actions taken by the Owners' Representative on their behalf consistent with this Agreement. (b) The Owners' Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Contributing Party, with full power in his or her name and on his or her behalf to act as specifically provided according to the terms of this Agreement in the absolute discretion of the Owners' Representative and to do all things and to perform all acts in connection with those specifically provided for actions including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contem plated by or deemed advisable in connection with this Agreement; provided, however, that this power of attorney shall not be construed to authorize the Owners' Representative to amend this Agreement or waive any of the conditions to Closing. This power of attorney and all authority hereby conferred is granted subject to the interest of the other Contributing Parties hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any person, by operation of law, whether by such Contributing Party's death or any other event. 1.4 ACCOUNTING TERMS. Except as otherwise expressly provided herein or in the Schedules, all accounting terms used in this Agreement shall be interpreted, and all financial statements, Schedules, certificates and reports as to financial matters required to be delivered hereunder shall be prepared, in accordance with GAAP consistently applied. ARTICLE II. CLOSING 2.1 LOCATION AND DATE. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Wilmer, Cutler & Pickering on the date that the IPO is scheduled to close, providing that all conditions to Closing shall have been satisfied or waived, or at such other time and date as Parent and the Owners' Representative may mutually agree, which date shall be referred to as the "Closing Date." - 3 - 2.2 DELIVERIES. (a) The Contributing Stockholders shall deliver to Parent the following at the Closing: (i) stock certificates representing the shares owned by such persons, accompanied by stock powers duly executed in blank or duly executed instruments of transfer, in each case with all necessary stock transfer and other documentary stamps attached, and any other documents that are necessary to transfer to Parent good and marketable title to such shares free and clear of all Liens, and (ii) all other documents, certificates, instruments or writings required to be delivered by the Contributing Stockholders or RIGINC at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith. Against delivery of such shares, Parent shall deliver to each Contributing Stockholder at the Closing his, her or its pro rata share of the Consideration and all documents, certificates, instruments or writings required to be delivered by Parent at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith. (b) The Contributing Partners shall deliver to Parent the following at the Closing: (i) limited partnership certificates representing the units owned by such persons, accompanied by powers duly executed in blank or duly executed instruments of transfer, in each case with all necessary transfer and other documentary stamps attached, and any other documents that are necessary to transfer to Parent good and marketable title to such units free and clear of all Liens, and (ii) all other documents, certificates, instruments or writings required to be delivered by the Contributing Partners or RIGLP at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith. Against delivery of such units, Parent shall deliver to each Contributing Partner at the Closing his, her or its pro rata share of the Consideration and all documents, certificates, instruments or writings required to be delivered by Parent at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES To induce Parent to enter into this Agreement and consummate the transactions contemplated hereby, each Contributing Party, solely as to himself, herself or itself, represents and warrants to Parent as follows: 3.1 DUE ORGANIZATION. To the extent such Contributing Party is not a natural person, such Contributing Party is an entity duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public - 4 - authorities to own, operate and lease its properties and to carry on its business in the places and in the manner as now conducted. 3.2 AUTHORIZATION; VALIDITY. Such Contributing Party has all requisite power and authority to enter into and perform its obligations pursuant to the terms of this Agreement. Such Contributing Party has the full legal right, power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of such Contributing Party, enforceable in accordance with its terms. 3.3 NO CONFLICTS. The execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof will not: (a) to the extent such Contributing Party is not a natural person, conflict with, or result in a breach or violation of, any of the charter documents of such person; (b) conflict with, or result in a default (or would constitute a default but for any requirement of notice or lapse of time or both) under, any document, agreement or other instrument to which such Contributing Party is a party or by which he, she or it is bound, or result in the creation or imposition of any lien, charge or encumbrance on any his, her or its properties pursuant to (i) any law or regulation to which he, she or it or any of his, her or its property is subject, or (ii) any judgment, order or decree to which he, she or it or any of his, her or its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which such Contributing Party is subject or by which he, she or it is bound including, without limitation. 3.4 CAPITAL STOCK. (a) All of the issued and outstanding shares of the capital stock of RIGINC have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Contributing Stockholders in the amounts set forth in Schedule 3.4(a) free and clear of all Liens. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of RIGINC. (b) All of the issued and outstanding limited partnership units of RIGLP have been duly authorized and validly issued, and are owned of record and beneficially by the Contributing Partners in the amounts set forth in Schedule 3.4(b) free and clear of all Liens. There are no voting agreements or voting trusts with respect to any of the outstanding partnership unuts of RIGLP. - 5 - 3.5 ABSENCE OF CLAIMS AGAINST COMPANY. No Contributing Party has any claims against RIGINC, RIGLP or Parent (except as provided in this Agreement). 3.6 SECURITIES REPRESENTATIONS. Each Contributing Party other than Founders/RIG, L.L.C. is an "Accredited Investor" within the meaning of the federal securities laws. Founders/ RIG, L.L.C. at the time it made its decision to invest in RIGLP was an "Accredited Investor" within the meaning of the federal securities laws (and does not know of any reason why it has ceased to be an "Accredited Investor"). Each Contributing Party has either directly, and/or through RIGINC or RIGLP, obtained sufficient information concerning Parent and its business, present and proposed, to have made an informed investment decision concerning this Agreement and the Transactions contemplated hereby, and has had an adequate opportunity to ask questions and receive answers to his or her satisfaction from the officers of RIGINC, RIGLP and Parent concerning the business, operations and financial condition of RIGINC, RIGLP and Parent. Each Contributing Party has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in shares of Parent Common Stock and protecting its own interest in connection with the investment in such shares. ARTICLE IV. REPRESENTATIONS OF PARENT To induce the Contributing Parties to enter into this Agreement and consummate the transactions contemplated hereby, Parent represents and warrants such persons as follows: 4.1 DUE ORGANIZATION. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their respective businesses in the places and in the manner as now conducted. Copies of the Certificate of Incorporation and the Bylaws, each as amended, of Parent (collectively, the "Parent Charter Documents") have been made available to the Contributing Parties. Parent is not in violation of any Parent Charter Document. 4.2 AUTHORIZATION; VALIDITY OF OBLIGATIONS. The representatives of Parent executing this Agreement have all requisite corporate power and authority to enter into and bind Parent to the terms of this Agreement, Parent has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the performance by each of Parent of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of Parent, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Parent, enforceable in accordance with its terms. - 6 - 4.3 NO CONFLICTS. The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not: (a) conflict with, or result in a breach or violation of the Parent Charter Documents; (b) subject to compliance with any agreements between Parent and its lenders, conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Parent is a party, or result in the creation or imposition of any lien, charge or encumbrance on any of Parent's properties pursuant to (i) any law or regulation to which either Parent or any of its property is subject, or (ii) any judgment, order or decree to which Parent is bound or any of its property is subject; (c) result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of Parent; or (d) violate any law, order, judgment, rule, regulation, decree or ordinance to which Parent is subject, or by which Parent is bound, (including, without limitation, the HSR Act, together with all rules and regulations promulgated thereunder). 4.4 CAPITALIZATION OF PARENT AND OWNERSHIP OF PARENT STOCK. The authorized capital stock of Parent consists of 6,000,000 shares of Common Stock and no shares of Preferred Stock. No shares of Parent Common Stock and no shares of Preferred Stock were outstanding on the date of this Agreement. All of the shares of Parent Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by Parent in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of Parent. The Parent Common Stock constituting the Consideration is duly authorized, validly issued, fully paid, non-assessable and, as of the Closing, free and clear of all Liens (other than liens specifically contemplated herein). - 7 - ARTICLE V. COVENANTS 5.1 COOPERATION. (a) The Contributing Parties and Parent shall each deliver or cause to be delivered to the other on the Closing Date, and at such other times and places as shall be reasonably agreed to, such instruments as the other may reasonably request for the purpose of carrying out this Agreement. (b) Each party hereto shall cooperate in obtaining all consents and approvals required under this Agreement to effect the transactions contemplated hereby. 5.2 NOTIFICATION OF CERTAIN MATTERS. Each party hereto shall give prompt notice to the other parties hereto of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of it contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (b) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such party hereunder. The delivery of any notice pursuant to this Section 5.3 shall not, without the express written consent of the other parties be deemed to (x) modify the representations or warranties hereunder of the party delivering such notice, (y) modify the conditions set forth in Articles VI and VII, or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice. 5.3 TERMINATION OF CERTAIN AGREEMENTS. From and after the date hereof, the agreements listed on Schedule 5.3 are no longer of any force or effect (except to the extent that such termination is limited on Schedule 5.3). 5.4 AMENDMENT OF REGISTRATION RIGHTS. Realty Information Group, L.P., Realty Information Group, Inc., Founders/RIG, L.L.C., Law Bulletin Publishing Company and RIG Holdings, LLC are parties to that certain Registration Rights Agreement, dated December 3, 1996 (the "Registration Rights Agreements"), as amended from time to time. The parties to the Registration Rights Agreement hereby agree that, effective upon the closing of the IPO: (a) the first sentence of Section 2.(a) of that agreement is hereby amended and restated as follows: "At any time after six months after the closing of the initial public offering for stock of the company that succeeds to the assets and liabilities of the Company and the General Partner, any one or more of Allen LLC, Founders LLC and/or the successors thereto holding, in aggregate, at least 20 percent of the interests owned by such entities as of December 3, 1996, may request that the Company effect a Registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form Registration (a - 8 - 'Long-Form Demand Registration') or on Form S-3 or any similar short-form Registration (a 'Short-Form Demand Registration'), if available." (b) the first sentence of Section 2.(c) of that agreement is hereby amended and restated as follows: "The Company shall not be required to effect more than one Demand Registration pursuant to this Section 2." ARTICLE VI. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT The obligation of Parent to effect the transactions contemplated hereby is subject to the satisfaction or waiver, at or before the Closing, of the following conditions and deliveries: 6.1 NO LITIGATION. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging the Transaction, or limiting or restricting Parent's conduct or operation of the business of RIGINC or RIGLP (or its own business) following the transactions contemplated hereby shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending. 6.2 CONSENTS AND APPROVALS. All necessary consents of, and filings with, any governmental authority or agency or third party, relating to the consummation by the Contributing Parties of the transactions contemplated hereby, shall have been obtained and made. 6.3 REGISTRATION STATEMENT. The Registration Statement shall have been declared effective by the Securities and Exchange Commission ("SEC") not later than June 30, 1998 and the underwriters named therein shall have agreed to acquire, subject to the conditions set forth in the underwriting agreement, the shares of Parent Stock covered by such Registration Statement. 6.4 IPO. The board of RIGINC shall have approved of the organization of Parent and the RIG Contributions to faciliate the IPO, and the IPO shall be consummated simultaneously herewith or immediately hereafter. 6.5 TENDER. All of the capital stock of RIGINC and all of the partnership units of RIGLP (other than the units owned by RIGINC) shall have been tendered to Parent. - 9 - ARTICLE VII. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CONTRIBUTING PARTIES The obligation of the Contributing Parties to effect the transactions contemplated hereby are subject to the satisfaction or waiver, at or before the Closing, of the following conditions and deliveries: 7.1 NO LITIGATION. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging Parent's proposed acquisition by Parent of the Contributing Stockholders' shares or the Contributing Partners' units, or limiting or restricting Parent's conduct or operation of the business of RIGINC or RIGLP (or its own business) following the transactions contemplated hereby shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending. There shall be no action, suit, claim or proceeding of any nature pending or threatened, against Parent, its properties or any of its officers or directors, that could materially and adversely affect the business, assets, liabilities, financial condition, results of operations or prospects of the Parent and its subsidiaries taken as a whole. 7.2 CONSENTS AND APPROVALS. All necessary consents of, and filings with, any governmental authority or agency or third party relating to the consummation by Parent of the transactions contemplated herein, shall have been obtained and made. 7.3 REGISTRATION STATEMENT. Parent shall have filed with the SEC the Registration Statement. The Registration Statement shall have been declared effective by the SEC not later than June 30, 1998 and the underwriters named therein shall have agreed to acquire, subject to the conditions set forth in the underwriting agreement, the shares of Parent Common Stock covered by such Registration Statement. 7.4 IPO. The board of RIGINC shall have approved of the organization of Parent and the RIG Contributions to faciliate the IPO, and the IPO shall be consummated simultaneously herewith or immediately hereafter. 7.5 LEGAL OPINION. The Contributing Parties shall have received an opinion of Wilmer, Cutler & Pickering, counsel to Parent, to the effect that the Transaction is a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended, and the Contributing Parties will not recognize gain on the exchange of Shares and Units solely in exchange for Parent Stock. - 10 - ARTICLE VIII. GENERAL 8.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing Date solely: (a) by mutual consent of the board of directors of Parent and the Owners' Representative; or (b) by the board of directors of Parent or the Owners' Representative, if the Closing shall not have occurred on or before May 10, 1998; or (c) by the board of directors of Parent or the Owners' Representative, if there is or has been a material breach, failure to fulfill or default on the part of the other party of any of the representations and warranties contained herein or in the due and timely performance and satisfaction of any of the covenants, agreements or conditions contained herein, and the curing of such default shall not have been made or shall not reasonably be expected to occur before the Closing Date; or (d) by the board of directors of Parent or the Owners' Representative, if there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or there shall be any action taken, or any statute, rule regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any governmental entity which would make the consummation of the transactions contemplated hereby illegal. 8.2 EFFECT OF TERMINATION. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith become ineffective, and there shall be no liability or obligation on the part of any party hereto or its officers, directors or shareholders. Notwithstanding the foregoing sentence, (i) the provisions of this Section 8.2, shall remain in full force and effect and survive any termination of this Agreement; (ii) each party shall remain liable for any breach of this Agreement prior to its termination; and (iii) in the event of termination of this Agreement pursuant to Section 8.1(c) above, then the breaching party shall be liable to the other party to the extent of the expenses incurred by such other party in connection with this Agreement and the transactions contemplated hereby, as well as any damages in accordance with applicable law. 8.3 SUCCESSORS AND ASSIGNS. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, the successors of Parent, and the heirs and legal representatives of the Contributing Parties. - 11 - 8.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Each of the Schedules to this Agreement is incorporated herein by this reference and expressly made a part hereof. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto, or in accordance with Section 8.5. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. 8.5 COUNTERPARTS. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute but one and the same instrument. 8.6 BROKERS AND AGENTS. Parent and each Contributing Party represents and warrants to the other that it has not employed any broker or agent in connection with the transactions contemplated by this Agreement and agrees to indemnify the other against all losses, damages or expenses relating to or arising out of claims for fees or commission of any broker or agent employed or alleged to have been employed by such party. 8.7 NOTICES. Any notice, request, claim, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given if delivered personally or sent by telefax (with confirmation of receipt), by registered or certified mail, postage prepaid, or by recognized courier service, as follows: (a) If to Parent to: Andrew C. Florance President Realty Information Group 7475 Wisconsin Avenue Sixth Floor Bethesda, Maryland 20814 (Telefax: (301) 718-2444) with a required copy to: - 12 - Wilmer, Cutler & Pickering 2445 M Street, N.W. Washington, D.C. 20037 Attn: Eric R. Markus, Esq. (Telefax: (202) 663-6363) (b) If to any Contributing Party, to the address shown on Exhibit 8.7(b); or to such other address as the person to whom notice is to be given may have specified in a notice duly given to the sender as provided herein. Such notice, request, claim, demand, waiver, consent, approval or other communication shall be deemed to have been given as of the date so delivered, telefaxed, mailed or dispatched and, if given by any other means, shall be deemed given only when actually received by the addressees. 8.8 GOVERNING LAW. (a) This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of Delaware. (b) Any disputes arising out of, in connection with or with respect to this Agreement, the subject matter hereof, the performance or non-performance of any obligation hereunder, or any of the transactions contemplated hereby ("Disputes") that seek specific performance of any obligations hereunder or injunctive relief shall be adjudicated in a court of competent civil jurisdiction sitting in Wilmington, Delaware, and nowhere else. Each of the parties hereto hereby irrevocably submits to the jurisdiction of such court for the purposes of any suit, civil action or other proceeding arising out of, in connection with or with respect to this Agreement, the subject matter hereof, the performance or non-performance of any obligation hereunder, or any of the transactions contemplated hereby (collectively, "Suit"). Each of the parties hereto hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such Suit, any claim that it is not subject to the jurisdiction of the above courts, that such Suit is brought in an inconvenient forum, or that the venue of such Suit is improper. (c) Except as provided in Section 10.10(b), all Disputes shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in Washington, D.C. and, except as expressly provided in this Agreement, shall be conducted in accordance with the Expedited Procedures under the Commercial Arbitration Rules of the AAA, as such rules may be amended from time to time (the "Rules"). (i) The hearing locale shall be Washington, D.C. A single, neutral arbitrator (the "Arbitrator") shall be appointed by the AAA, within thirty (30) days after an Arbitrated Dispute is submitted for arbitration under this Section 10.10(c), to preside over the arbitration and resolve the Dispute. The Arbitrator shall be selected from the AAA's Commercial Panel, and shall be qualified to practice law in at least one jurisdiction in the United States and - 13 - have expertise in the interpretation of commercial contracts. The parties shall have ten (10) days to object in writing to the appointment of the Arbitrator, the sole basis for such objection being an actual conflict of interest. The AAA, in its sole discretion, shall determine within ten (10) days the validity of any objection to the appointment of the Arbitrator based on an actual conflict of interest. (ii) The Arbitrator's decision (the "Decision") shall be binding, and the prevailing party may enforce the Decision in any court of competent jurisdiction. (iii) The parties shall use their best efforts to cooperate with each other in causing the arbitration to be held in as efficient and expeditious a manner as practicable, including but not limited to, providing such documents and making available such of their personnel as the Arbitrator may request, so that the Decision may be reached timely. The Arbitrator shall take into account the parties' stated goal of expedited proceedings in determining whether to authorize discovery and, if so, the scope of permissible discovery and other hearing and pre-hearing procedures. (iv) The authority of the Arbitrator shall be limited to deciding liability for, and the proper amount of, a Claim, and the Arbitrator shall have no authority to award punitive damages. The Arbitrator shall have such powers and establish such procedures as are provided for in the Rules, so long as such powers and procedures are consistent with this Section 8.8(c) and are necessary to resolve the Dispute within the time periods specified in this Agreement. The Arbitrator shall render a Decision within sixty (60) days after being appointed to serve as Arbitrator, unless the parties otherwise agree in writing or the Arbitrator makes a finding that a party has carried the burden of showing good cause for a longer period. 8.9 SEVERABILITY. If any provision of this Agreement or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement shall be severable. 8.10 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provision of this Agreement is intended, nor will any provision be interpreted, to provide or to create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, shareholder, employee or partner of any party hereto or any other person or entity. 8.11 FURTHER REPRESENTATIONS. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. - 14 - 8.12 EFFECTIVENESS OF REPRESENTATIONS WARRANTIES. All representations and warranties made by the Contributing Parties and Parent in or pursuant to this Agreement or in any document delivered pursuant hereto shall be deemed to have been made on the date of this Agreement (except as otherwise provided herein) and, if a Closing occurs, as of the Closing Date. [EXECUTION PAGE FOLLOWING] - 15 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. REALTY INFORMATION GROUP, INC. BY:________________________________ STOCKHOLDERS OF OLD RIG, INC.: - ---------------------------------- ---------------------------------- MICHAEL R. KLEIN DAVID BONDERMAN - ---------------------------------- ---------------------------------- ANDREW C. FLORANCE WARREN H. HABER - ---------------------------------- ---------------------------------- DON CARLIN COLDEN FLORANCE - ---------------------------------- ---------------------------------- WENDY FLORANCE JOHN D. WHITE - ---------------------------------- JOHN L. TEEGER
LIMITED PARTNERS OF REALTY INFORMATION GROUP, L.P.: - ---------------------------------- ---------------------------------- HOROWITZ LIMITED PARTNERSHIP I FOUNDERS/RIG, L.L.C. - ---------------------------------- ---------------------------------- MICHAEL R. KLEIN LAW BULLETIN PUBLISHING COMPANY - ---------------------------------- ---------------------------------- MICHAEL R. KLEIN AND/OR STEPHANIE KLEIN, MICHAEL R. KLEIN AND/OR STEPHANIE KLEIN, AS CUSTODIAN FOR SARAH KLEIN AS CUSTODIAN FOR HANNAH KLEIN
- 16 - - ---------------------------------- ---------------------------------- PETER KLEIN AND/OR ROY FABRY, AS TRUSTEE ROY VICTOR FABRY FOR NICHOLAS KLEIN - ---------------------------------- ---------------------------------- PETER KLEIN AND/OR ROY FABRY, AS TRUSTEE DAVID SCHAFFEL FOR ALEXANDER KLEIN - ---------------------------------- ---------------------------------- LANNING MACFARLAND III BREWSTER J. MACFARLAND - ---------------------------------- ---------------------------------- JEFFREY L. BOPE RIG HOLDINGS, L.L.C. - ---------------------------------- ---------------------------------- CRAIG BROWN KERIN GARRETT - ---------------------------------- ---------------------------------- NELLA SHAPIRO JAMES D. CARR - 17 - EX-2 3 EXHIBIT 2 REALTY INFORMATION GROUP, L.P. REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of December 3, 1996 by and among Realty Information Group, L.P., a Delaware limited partnership (together with its successors and assigns, including a corporate successor entity, the "Company"), Realty Information Group, Inc., a Delaware corporation and the general partner of the Company (the "General Partner"), Founders/RIG, L.L.C., a Delaware limited liability company and a limited partner of the Company (together with its members and their successors and assigns, "Founders LLC"), Law Bulletin Publishing Company, a Delaware corporation (together with its shareholders and their successors and assigns, "LBPC"), and RIG Holdings, LLC, a Delaware limited liability company and a limited partner of the Company (together with its members and their successors and assigns,"RH LLC" and, together with Founders LLC and LBPC, the "Investors"). RECITALS -------- WHEREAS, the Company and Founders LLC have entered into an Agreement Relating to Investments in the General Partner, and its Affiliated Limited Partnership dated May 15, 1995 (as the same may be amended, modified or supplemented from time to time, the "Founders Purchase Agreement"), providing for the issuance, delivery and sale of limited partnership interests of the Company; and WHEREAS, the Company and LBPC have entered into an Agreement Relating to the Acquisition by the Company of Substantially all the Assets and Liabilities of Chicago Resource and the Investment by Law Bulletin Publishing Company in Units of the Company, dated March 29, 1996 (as the same may be amended, modified or supplemented from time to time, the "LBPC Purchase Agreement"), providing for the issuance, delivery and sale of limited partnership interests of the Company; and WHEREAS, the Company and Allen LLC are simultaneously herewith entering into a Purchase Agreement (as the same may be amended, modified or supplemented from time to time, the "RH Purchase Agreement" and, together with the Founders Purchase Agreement and the LBPC Purchase Agreement, the "Purchase Agreements"), providing for the issuance, delivery and sale by the Company of limited partnership interests of the Company; and WHEREAS, the parties hereto agree that they would all be better served if certain provisions in the Founders Purchase Agreement and LBPC Purchase Agreement were eliminated and addressed in a different manner in a master form of registration rights agreement providing for certain rights to Founders LLC, LBPC, and Allen LLC; and WHEREAS, in order to induce Allen LLC to enter into the RH Purchase Agreement and to induce Founders LLC and LBPC to terminate certain provisions of the Founders Purchase Agreement and LBPC Purchase Agreement, respectively, the Company and the General Partner have agreed, subject to the terms set forth herein, to cause the Company to be converted to a C corporation so that common stock would be issued in exchange for the limited partnership interests of the Company (the "Limited Partnership Interests") and to register the shares of such common stock (the "Common Shares") pursuant to a registration statement filed with the U.S. Securities and Exchange Commission upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions set forth herein, the parties hereby agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreements. For the purposes of this Agreement: "Commission" means the U.S. Securities and Exchange Commission or any other governmental authority from time to time administering the Securities Act. "Common Shares" means shares of common stock of the Corporation or issuable pursuant in exchange for Limited Partnership Interests pursuant to an Incorporation Transaction. "Corporation" means the corporation into which the Company is converted in an Incorporation Transaction. "Exchange Act" means the Securities Exchange Act of 1934, as amended or any similar federal statute and the rules and the regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time. "Holder" means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 10 hereof. "Incorporation Transaction" means a transaction, however effected, in which the Company is converted into a C corporation. "Initial Public Offering" shall mean the initial public offering of Common Shares by the Company. "Register," "Registered," and "Registration" refer to a Registration effected by preparing and filing a Registration Statement or similar document in compliance 2 with the Securities Act, and the declaration or ordering of effectiveness of such Registrant on Statement or Document. "Registrable Securities" means (i) as applied to a holder of Limited Partnership Interests, the Common Shares issuable in exchange therefor in an Incorporation Transaction, (ii) the Common Shares and (iii) any common stock of the Corporation issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Common Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been transferred in accordance with such Registration Statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under the Securities Act, or provided that at the time such securities are proposed to be sold, they may be sold under Rule 144 without any limitation on the amount of such securities which may be sold or (c) they shall have ceased to be outstanding. "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Article 2 and 3, including, without limitation, (a) the conversion of the Company to a Corporation, however effected, (b) any allocation of salaries and expenses of Company personnel or other general overhead expenses of the Company, or other expenses for the preparation of historical and pro forma financial statements or other data normally prepared by the Company in the ordinary course of business; (c) all Registration, application, filing, transfer fees, exchange listing fees, and register fees; (d) all NASD fees and fees and expenses of Registration or qualification of Registrable Securities under state securities or blue sky laws; (e) all word processing, duplicating and printing expenses, messenger and delivery expenses; (f) the fees and expenses of counsel for the Company, the fees and expenses of one counsel selected by the Selling Holders to represent the Selling Holders up to a maximum of $10,000 and the fees of the Company's independent accountants, including the expenses of customary "cold comfort" letters required by or incident to such performance and compliance; and (g) any fees and disbursements of underwriters and broker-dealers customarily paid by issuers or sellers of securities; provided, however, that in all cases in which the Company is required to pay Registration Expenses hereunder, Registration Expenses shall exclude underwriting discounts, selling commissions, and the fees and expenses of Selling Holders' own counsel (other than the counsel selected to represent all Selling Holders). "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time. 3 "Selling Holder" means any Holder that has requested inclusion of Registrable Securities held by such Holder in either a Demand Registration or a Registration by the Company pursuant to Section 3 hereof. 2. Demand Registration. (a) Request for Registration. At any time after the first to occur of (i) an Initial Public Offering or (ii) December 3, 1998, either Allen LLC or Founders LLC may request that the Company be converted into a C corporation (if not already so converted) and effect a Registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form Registration (a "Long-Form Demand Registration") or on Form S-3 or any similar short-form Registration (a "Short-Form Demand Registration"), if available. A request for Registration pursuant to this Section 2 (a "Demand Registration") shall specify the approximate number of Registrable Securities requested to be Registered and the anticipated per share price range for such offering. If Allen LLC or Founders LLC, as the case may be, intends to distribute the Registrable Securities by means of an underwriting, it shall so advise the Company in its request. In the event such Registration is underwritten, the right of other Selling Holders to participate shall be conditioned on such Selling Holders, participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders. Such Holders shall have the right, by giving written notice to the Company within twenty (20) days after the Company provides its notice, to elect to have included in such Registration such of their Registrable Securities as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use commercially reasonable efforts to convert the Company to a C corporation (if it has not already done so) and to effect the Registration, of all Registrable Securities that the Company has been requested to so register provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Securities requested to be registered by all Holders may not be included in the offering, then all Holders who have requested Registration shall participate in the offering pro rata based upon the number of Registrable Securities that they have requested to be so registered. (b) Registration Statement Form. Registrations under this Section 2 shall be on such appropriate Registration form of the Commission as shall be selected by the Company and available to it under the Securities Act. The Company agrees to include in any such Registration Statement all information which, in the opinion of counsel to the Selling Holders and counsel to the Company, is required to be included therein under the Securities Act. (c) Limitations on Registration. The Company shall not be required to effect more than two (2) Demand Registrations pursuant to this Section 2 at the request of Allen LLC and not more than one (1) Demand Registration pursuant to this Section 2 at the request of Founders LLC. The Company shall not be required to effect any Demand Registration within a period of 90 days after the effective date of any other Registration effected pursuant to Section 2. 4 (d) Priority on Demand Registrations. The Company may, subject to Section 2(g), elect to include in any Registration Statement made pursuant to Section 2, authorized but unissued Common Shares or Common Shares held as treasury stock. (e) Effective Registration Statement. A Demand Registration shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has become effective, (ii) if after it has become effective, such Registration is interfered with by any stop order, injunction or other order requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied or waived, other than by reason of a failure on the part of the Selling Holders. (f) Suspension. If the Board of Directors of the Company, in its good faith judgment, determines that any Registration of Common Shares should not be made or continued because it would materially interfere with any material financing, acquisition, corporation reorganization, merger, or other transaction involving the Company or any of its subsidiaries (a "Valid Business Reason"), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 90 days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists, but in no event for more than 90 days (the "Postponement Period"); provided, however, that in no event shall the Company be permitted to postpone or withdraw a Registration Statement within 120 days after the expiration of Postponement Period. (g) Allocation. If any Demand Registration involves an underwritten offering and the managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such Registration exceeds the largest number (the "Section 2(g) Number") that can be sold in an orderly manner in such offering within a price range acceptable to the Selling Holders, the Company shall include in such Registration: (i) first, all Common Shares requested to be included in such Registration by the Selling Holders; provided, however, that, if the number of such Common Shares exceeds the Section 2(g) Number, the number of such Common Shares (not to exceed the Section 2(g) Number) shall be allocated to the Selling Holders; provided, further, however, that if the number of Common Shares requested to be included by all Selling Holders exceeds the Section 2(g) Number, then the number of such Common Shares included in such Registration shall be allocated on a pro rata basis among all Selling Holders requesting that Common Shares be included in such registration, based on the number of Common Shares then owned by each Selling Holder requesting inclusion in relating to the number of Common Shares then owned by all Selling Holders requesting inclusion; and 5 (ii) second, to the extent that the number of Common Shares to be included by all Selling Holders is less than the Section 2(g) Number, securities that the Company proposes to register. 3. Company Registration. (a) Inclusion in Company Registration. Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 2 or a Registration relating solely to the sale of securities to participants in a Company stock plan, or on Form S-4 with respect to any merger, consolidation or acquisition) at any time and from time to time (a "Company Registration"), it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request; of a Holder or folders given within twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registration Securities), the Company shall use commercially reasonable efforts to cause all Registrable Securities Act the Company has been requested by such Holder or Holders 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 or such Holder or Holders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Holder. (b) Term. 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 offering unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it provided that such terms must be consistent with this Agreement), and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. (c) Allocation. If any Company Registration involves an underwritten offering and the managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such Registration exceeds the largest number (the "Section 3(c) Number") that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Registration: (i) first, all Common Shares that the Company proposes to register for its own account (the "Company Securities"); and (ii) second, to the extent that the number of Company Securities is less than the Section 3(c) Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Selling Holders requesting that Common Shares be included in such registration, based on the number of Common Shares then owned by each Selling Holder requesting inclusion in relation to the number of Common Shares then owned by all Selling Holders requesting inclusion. 6 4. Allocation of Expenses. The Company will pay all Registration Expenses of all Registrations under this Agreement; provided, however, that if a Registration under Section 2 is withdrawn at the request of the Requesting Holder requesting such Registration (other than as a result of information concerning the business or financial condition of the Company that is made known to the Holders after the date on which such Registration was requested) and if the requesting Holder elects not to have such Registration counted as a registration requested under Section 2, the requesting Holder shall pay the Registration Expenses of such registration pro rata in accordance with the number of their Registrable Securities included in such Registration. 5. Obligations of the Company. Whenever required under this Agreement to effect the Registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible: (a) file with the Commission a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause that Registration Statement to become and remain effective; (b) 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 keep the Registration Statement effective for up to six months, in the case of a Long- Form Demand Registration, and one year in the case of a Short-Form Demand Registration, or, if occurring sooner, until the date on which the distribution of the Registrable Securities shall be completed; (c) furnish to each Selling Holder such reasonable numbers of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Selling Holder; provided, that if the Company has delivered preliminary or final prospectuses to the Selling Holders 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 Holders and, if requested, the Selling Holders shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide the Selling Holders with revised prospectuses and, following receipt of the revised prospectuses, the Selling Holders shall be free to resume making offers of the Registrable Securities; (d) use commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or Blue Sky laws of such states as the Selling Holders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Selling Holders to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Selling Holder; (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing 7 underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such agreement; and (f) notify each Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such 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. 6. Certain Obligations of Holders. (a) It shall be a condition precedent to the obligations of the Company to take any action under this Agreement with respect to the Registrable Securities of any Selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Intended method of disposition of such securities as shall be required to effect the Registration of such Holder's Registrable Securities. (b) Each Holder of Registrable Securities covered by a Registration Statement agrees that, upon receipt of any notice from the Company under Section 5.(f) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder's receipt of copies of a supplemented or amended prospectus covering such Registrable Securities, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of its receipt of such notice. 7. Indemnification and Contribution. In the event of any Registrar on of any of the Registrable Securities under the Securities Act pursuant to this agreement, the Company will indemnify and hold harmless the Selling Holder of such Registrable Securities, each underwriter of such Registrable Securities, and each other person, if any, who controls such Selling Holder 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 Holder, 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 any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities 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, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Selling Holder, underwriter, and each such controlling person in connection with investigation 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 8 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 final 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 Holder, underwriter, or controlling person specifically for use in the preparation thereof. In the event of any Registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, each Selling Holder of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriters (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 any untrue statement or alleged untrue statement of a material act contained n any Registration Statement under which such Registrable Securities 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 arise out of or are based upon 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 the statement or omission was made in reliance upon and in conformity with information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, or supplement; provided, however, that the obligations of each selling Holder hereunder shall be limited to an amount equal to the proceeds to such selling Holder of Registrable Securities sold in connection with such Registration. Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (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); 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 7. The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if 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. 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 that 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 litigations, and no Indemnified Party shall 9 consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 7 but it 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 this Section 7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 7; then, in each such case, the Company and such Selling Holder will contribute to the aggregate losses, claims, damages, or liabilities to which they may be subject (after contribution from others) in such proportions so that such holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the Registration Statement bears to the public offering price of all securities offered by such Registration Statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the proceeds to it of all Registrable Securities sold by it pursuant to such Registration Statement, and (B) no person or entity guilty of fraudulent misrepresentation, within the meaning of Section 11(f) of the Securities Act, shall be entitled to contribution from any person or entity who is not guilty of such fraudulent misrepresentation. 8. Indemnification with Respect to Underwritten Offering. In the event that Registrable Securities are sold pursuant to a Registration Statement in an underwritten offering, the Company agrees to enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of an issuer of the securities being registered and customary covenants and agreements to be performed by such issuer, including without limitation customary provisions with respect to indemnification by the Company of the underwriters of such offering. 9. Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without Registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times following the ninetieth (90th) day after the effective date of the first Registration Statement filed by the Company for the offering of its securities to the general public; 10 (b) 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 (c) furnish to any Holder, so long as such Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act at any time following the ninetieth (90th) day after the effective date of the first Registration Statement tiled by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the selling of any such securities without Registration or pursuant to such form. 10. Transfer of Registration Rights. The Registration rights of any Holder under this Agreement may not be transferred except (i) as to any Investor, to any Affiliate of such Investor, or (ii) to any person who is a Permitted Transferee (as such term is defined in the Limited Partnership Agreement of the Company) of that number of Common Shares (or a number of Limited Partnership Interests exchangeable for that number of Common Shares) representing not less than one percent (1%) of the aggregate common equity of the Company outstanding (on a fully-diluted basis) at the time of such transfer; provided, however, that the Company is given written notice from such Investor at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which the rights hereunder are being transferred. As a condition to the effectiveness of any transfer permitted hereunder (i) the transferee shall agree, in writing, upon request of the Company, to be bound by the provisions of this Agreement, and (ii) the Company shall be given written notice at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such Registration rights are being assigned. 11. Allocation of Rights to Member of an Investor. Notwithstanding anything to the contrary herein, it is understood and agreed by the parties that the members of Allen r LC and Founders LLC are currently the ultimate beneficial owners of the Limited Partnership Interests held by each such Investor and the rights contained herein. At the direction of any Investor upon any Incorporation Transaction, the Company shall issue the Common Shares issuable in exchange for the Limited Partnership Interests directly to such members of the Investor in such amounts as the Investor shall specify in lieu of issuing such Common Shares to the Investor. Thereafter, for all intents and purposes hereunder, such members shall be deemed Holders as provided herein without further action and shall have the rights and obligations as provided herein. 12. "Stand-Off" Agreement. Each Holder, if requested by the Company and an underwriter of Common Stock or other securities of the Company, shall agree not to sell or 11 otherwise transfer or dispose of any Registrable Securities or other securities of the Company held by such Holder for a specified period of time (not to exceed 120 days) following the effective date of a Registration Statement; provided, that: (a) such agreement shall only apply to the first such Registration Statement covering Common Stock of the Company to be sold on its behalf to the public in an underwritten offering; and (b) all other holders of similar securities holding not less than the number of such securities held by such Holder (including shares of Common Shares issuable in exchange for the Limited Partnership Interests and issuable upon the conversion of convertible securities, or upon the exercise of options, warrants or rights) and all officers and directors of the Company enter into similar agreements. 13. Amendments to Founders Purchase Agreement and LBPC Purchase Agreement. The Founders Purchase Agreement is hereby amended by deleting in its entirety Article VIII thereof which Article shall be of no further force or effect. The LBPC Purchase Agreement is hereby amended by deleting in its entirety Article VI thereof which Article shall be of no further force or effect. 14. Miscellaneous. (a) No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement. (b) Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to its securities that would adversely affect the ability of the Holders to include such Registrable Securities in a Registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such Registration (including, without limitation, effecting a stock split or a combination of shares). (c) Specific Performance; Other Rights. The parties recognize that various of the rights of the Investors under this Agreement are unique and, accordingly, the Investors shall, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for injunctive relief and specific performance to the extent permitted by law. The Company hereby waives any requirement for security or the posting of any bond in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief. (d) Successors and Assigns. Except as otherwise set forth herein, all covenants, agreements and representations made herein shall bind and inure to the benefit of each party hereto, and their respective successors and assigns. 12 (e) Notices and Communications. All notices and other communications which by any provision of this Agreement are required or permitted to be given shall be given in writing and shall be (i) mailed by first class or express mail, postage prepaid, (ii) sent by telex, telegram or telecopy confirmed by mailing (by first class or express mail, postage prepaid) written confirmation at substantially the same time as such rapid transmission, or (iii) personally delivered to an officer of the receiving party. All such communications shall be mailed, sent or delivered to the notice address then applicable under the Company's Agreement of Limited Partnership. A notice delivered in person shall be effective when given; a notice sent by mail shall not become effective until received by the person to whom it is given, unless it is mailed by registered mail, in which case it shall be deemed effective on the earlier of the date of receipt or the third business day after it has been mailed; a notice sent by telex, telegram or telecopy shall be deemed to be given when receipt of such transmission is acknowledged. (f) Amendments and Waivers. Any provision of this Agreement to the contrary notwithstanding, changes in or additions to this Agreement may only be made, and compliance with any term, covenant, agreement, condition or provision set forth herein may only be omitted or waived (either generally or in a particular instance and either retroactively or prospectively), with the consent in writing of the Holders of 75% of Registrable Securities. (g) Headings; Counterparts. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument . (h) Gender. Whenever used herein the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders. (i) Further Assurances. Each of the parties hereto agrees to execute and deliver those writings and documents reasonably required to more fully carry out the purposes of this Agreement and the transactions contemplated hereby. (j) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their respective duly authorized officers as of the day and year first above written. REALTY INFORMATION GROUP, L.P. By: Realty Information Group, Inc. General Partner By: ------------------------------------ Name: Title: REALTY INFORMATION GROUP, INC. By: --------------------------------------------- Name: Title: FOUNDERS/RIG, L.L.C. By: --------------------------------------------- Name: Title: RIG HOLDINGS, LLC By: Allen & Company Incorporated Member By: --------------------------------------------- Name: Title: LAW BULLETIN PUBLISHING COMPANY By: --------------------------------------------- Name: Title: 14 EX-3 4 EXHIBIT 3 LOCK-UP AGREEMENT June 22, 1998 Realty Information Group, Inc. 7475 Wisconsin Avenue Bethesda, Maryland 20814 Allen & Company Incorporated 711 Fifth Avenue New York, New York 10022 Ladies and Gentlemen: The undersigned understands that Realty Information Group, Inc. (the "Company"), a Delaware corporation, proposes to enter into an underwriting agreement (the "Underwriting Agreement") with Allen & Company Incorporated and Needham & Co., Inc. (the "Representatives"), as representatives of the several underwriters (the "Underwriters") listed or to be listed in Schedule A to the Underwriting Agreement, relating to a public offering (the "Offering") by the Underwriters, including the Representatives, of shares of the common stock, $.01 par value ("Common Stock"), of the Company. The undersigned acknowledges that the Company believes that the proposed Offering is in the best interests of the Company and its stockholders. To induce the Company, the Representatives and the other Underwriters to enter into and perform the Underwriting Agreement, the undersigned agrees that, without the prior written consent of Allen & Company Incorporated, the undersigned will not directly or indirectly offer to sell, grant any option for the sale of, assign, transfer, pledge hypothecate, or otherwise encumber or dispose of any legal or beneficial interest in any shares of Common Stock, any securities convertible into or exercisable or exchangeable for shares of Common Stock (which for purposes of this Agreement shall include all securities of each of Realty Information Group, L.P. and OLD RIG, Inc. (together, the "Predecessor Entities"), or any warrants, options, or other rights to purchase, subscribe for, or otherwise acquire any shares of Common Stock (including, without limitation, any such shares, securities or rights that may be deemed to be beneficially owned by the undersigned in accordance with the Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended) (collectively, the "Restricted Securities") for a period commencing on the Commencement Date (as such term is defined below) until at least two hundred forty (240) days after the effective date of the Registration Statement referred to in the Underwriting Agreement, except for (i) shares of Common Stock of the Company purchased in the Offering by the undersigned or shares of Common Stock purchased in the Offering which are otherwise deemed to be beneficially owned by the undersigned, (ii) shares of Common Stock of the Company or securities exercisable for or convertible into shares of Common Stock of the Company as to which the undersigned acquires ownership, directly or beneficially, in the public trading markets, (iii) shares of Common Stock of the Company sold in the Offering by the undersigned or shares of Common Stock sold in the Offering which are otherwise deemed to be beneficially owned by the undersigned, or (iv) the exchange of securities of the predecessor entities for Common Stock concurrent with the Offering. For the purposes of this Agreement, the "Commencement Date" shall mean the date an acceleration request is filed by the Company and the Representatives with the Commission in connection with the Offering, provided, however, that if the Offering is not consummated within fifteen (15) business days after the Commencement Date, the restrictions set forth herein with respect to the Restricted Securities shall terminate and shall not commence again until the earlier to occur of (i) the date another acceleration request is filed by the Company and the Representatives with the Commission in connection with the Offering or (ii) the consummation of the Offering. Notwithstanding the foregoing, you agree that the undersigned may transfer any or all of the Restricted Securities, either during the undersigned's lifetime or on the undersigned's death, by gift, will or intestate succession to the undersigned's immediate family or to a trust the beneficiaries of which are exclusively the undersigned's and/or a member or members of the undersigned's immediate family; provided, however, that in any such case it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provision of this letter agreement, and there shall be no further transfer of such Restricted Securities except in accordance with this letter agreement. For purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, stepchildren, father, mother, brother or sister of the transferor. In addition, notwithstanding the foregoing: (a) if the undersigned is a partnership, the partnership may transfer any Restricted Securities to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, and any partner who is an individual may transfer Restricted Securities by gift, will or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively a member or members of his or her immediate family; (b) if the undersigned is a limited liability company, the limited liability company may transfer any Restricted Securities to a member of such limited liability company, or to the estate of any such member, and any member who is an individual may transfer Restricted Securities by gift, will or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively a member or members of his or her immediate family; and (c) if the undersigned is a corporation, the corporation may transfer Restricted Securities to any stockholder of such corporation and any stockholder who is an individual may transfer Restricted Securities by gift, will or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively a member or members of his or her immediate family; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the 2 transferee is receiving and holding the Restricted Securities subject to the provisions of this letter agreement, and there shall be no further transfer of such Restricted Securities except in accordance with this letter agreement. This Agreement will be legally binding on the undersigned and on the undersigned's heirs, successors, and permitted assigns, executed as an instrument governed by the internal laws of the State of New York. Very truly yours, /s/ Andrew C. Florance -------------------------------- Signature -------------------------------- Print Name and Title (if applicable) -------------------------------- Print Address -----END PRIVACY-ENHANCED MESSAGE-----