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Sample Business Contracts

Registration Rights Agreement - EarthWeb Inc., Lloyd Linn and Diane Rickert

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                                 EARTHWEB INC.

                         REGISTRATION RIGHTS AGREEMENT

          This Agreement is made as of February 2, 1999, by and among EarthWeb
Inc., a Delaware corporation (the "Company"), and the persons listed on the
signature pages hereof (the "Holders"), who are holders of the Company's Common
Stock, par value $.01 per share ("Common Stock").

                                   PREAMBLE

          The Company desires to extend registration rights to the Holders.

          NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the Company and the Holders agree as follows:

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

     (a)  "Commission" shall mean the Securities and Exchange Commission, or any
          other Federal agency at the time administering the Securities Act.

     (b)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended, or any similar Federal statute and the rules and regulations
          thereunder, all as the same shall be in effect at the time.

     (c)  "Holders" shall have the meaning set forth in the preamble.

     (d)  "Register," "registered" and "registration" shall refer to a
          registration effected by preparing and filing a registration statement
          in compliance with the Securities Act, and the declaration or ordering
          of the effectiveness of such registration statement, and compliance
          with applicable state securities laws.

     (e)  "Registrable Securities" shall mean all of the following to the extent
          the same have not been sold to the public: (i) any and all shares of
          Common Stock of the Company held by the Holders as of the date of this
          Agreement; (ii) any and all shares of Common Stock of the Company
          issued at any time during the term of this Agreement to the Holders
          pursuant to the Agreement and Plan of Merger dated as of February 2,
          1999 by and among the Company and the Holders, any other parties; or
          (iii) stock issued in respect of the securities referred to in (i) or
          (ii) as a result of a stock split, stock dividend, reclassification,
          exchange, recapitalization or combination. Notwithstanding the
          foregoing, Registrable Securities shall not include otherwise
          Registrable Securities (A) that have been sold by a Holder in a
          transaction in which his rights under this Agreement are not properly
          assigned; or (B) (I) sold to or through a broker or dealer or
          underwriter in a public distribution or a public securities
          transaction, (II) sold in a
<PAGE>

          transaction exempt from the registration and prospectus delivery
          requirements of the Securities Act under Section 4(1) thereof so that
          all transfer restrictions, and restrictive legends with respect
          thereto, if any, are removed upon the consummation of such sale or
          (III) the registration rights associated with such securities have
          been terminated pursuant to Section 11 of this Agreement.

     (f)  "Rule 144" shall mean Rule 144 under the Securities Act or any
          successor or similar rule as may be enacted by the Commission from
          time to time, but shall not include Rule 144A.

     (g)  "Rule 144A" shall mean Rule 144A under the Securities Act or any
          successor or similar rule as may be enacted by the Commission from
          time to time, but shall not include Rule 144.

     (h)  "Securities Act" shall mean the Securities Act of 1933, as amended, or
          any similar Federal statute and the rules and regulations thereunder,
          all as the same shall be in effect at the time.

     (i)  "Shelf Registration" means a registration effected pursuant to Section
          2 hereof.

     (j)  Shelf Registration Statement" means a shelf registration statement of
          the Company pursuant to the provisions of Section 2 hereof filed with
          the Commission which covers some or all of the Registrable Securities,
          as applicable, and, at the option of the Company, such shares of
          capital stock (or other securities of the Company) as the Company
          shall designate therein (the "Company Shelf Securities") on an
          appropriate form under Rule 415 under the Securities Act, or any
          similar rule that may be adopted by the Commission, amendments and
          supplements to such registration statement, including post-effective
          amendments, in each case including the prospectus contained therein,
          all exhibits thereto and all material incorporated by reference
          therein.

          As used herein, all capitalized terms not otherwise defined herein
shall have the meanings set forth in the Agreement and Plan of Merger dated as
of February 2, 1999 by and among the Company, EW Acquisition Corporation, D&L
Online, Inc. and the Holders.

Section 2.  Shelf Registration.
            ------------------

     (a)  The Company shall file within 75 days from the date of this Agreement
          with the Commission a Shelf Registration Statement relating to the
          offer and sale of the Registrable Securities by the Holders and the
          Company Shelf Securities by the Company from time to time in
          accordance with the methods of distribution elected by such Holders,
          or the Company, as the case may be, and set forth in such Shelf
          Registration Statement and, thereafter, and use commercially
          reasonable efforts to cause such Shelf Registration Statement to be
          declared effective under the Act as promptly as practicable; provided,
          however, that no Holder shall be entitled to have the Registrable
          Securities held by him/her covered by such Shelf Registration unless
          such Holder is in compliance with the terms of this Agreement.

                                       2
<PAGE>

     (b)  The Company shall use commercially reasonable efforts (i) to keep the
          Shelf Registration Statement continuously effective in order to permit
          the prospectus forming part thereof to be usable by the Holders until
          two (2) years from its effective date or such shorter period that will
          terminate when all the Registrable Securities covered by the Shelf
          Registration Statement have been sold pursuant to the Shelf
          Registration Statement, and (ii) after the effectiveness of the Shelf
          Registration Statement, promptly upon the request of any Holder to
          take any action reasonably necessary to register the sale of any
          Registrable Securities of such Holder and to identify such Holder as a
          selling securityholder.

     (c)  Registration Procedures.  In connection with any Shelf Registration
          -----------------------                                           
          Statement, the Company shall:

          (i)      prepare and file with the Commission a Shelf Registration
               Statement, on an appropriate form pursuant to Rule 415 of the
               Securities Act and which the Company is eligible to use, with
               respect to such shares and use its best efforts to cause such
               Shelf Registration statement to become and remain effective as
               provided herein;

          (ii)     prepare and file with the Commission such amendments and
               supplements to such registration statement and the prospectus
               used in connection therewith as may be necessary to keep such
               registration statement effective and current and to comply with
               the provisions of the Act with respect to the disposition of all
               shares covered by such registration statement, including such
               amendments and supplements as may be necessary to reflect the
               intended method of disposition from time to time of the
               prospective seller or sellers of such Registrable Securities; and

          (iii)    use its best efforts to register or qualify the shares of
               Registrable Securities covered by such registration statement
               under such other securities or blue sky or other applicable laws
               of such jurisdiction within the United States as each prospective
               seller shall reasonably request, to enable such seller to
               consummate the public sale or other disposition in such
               jurisdictions of the shares of Registrable Securities owned by
               such seller; provided, however, that in no event shall the
               Company be obligated to qualify to do business in any
               jurisdiction where it is not at the time so qualified or to take
               any action that would subject it to service of process in suits
               other than those arising out of the offer or sale of the
               Registrable Securities covered by such registration statement in
               any jurisdiction where it is not at the time so subject.

     (d)  Limitations on Offerings by the Holders.
          ---------------------------------------

          (i)      Notwithstanding the other provisions of this Section 2, if at
               any time the Company desires to effect a registered offering of
               securities (pursuant to the Shelf Registration Statement or
               otherwise) and simultaneously therewith any Holder desires to
               effect an underwritten offering pursuant to a Shelf Registration
               Statement and if the underwriter, determines that (i) marketing
               factors require a limitation of the total number of shares to be
               underwritten, or (ii) the offering price per share would be
               reduced by the inclusion of the securities of the Company, then
               the number of shares to be included in the underwriting shall
               first be allocated among all Holders who

                                       3
<PAGE>

               indicated to the Company their decision to distribute any of
               their Registrable Securities through such underwriters in
               proportion, as nearly as practicable, to the respective numbers
               of shares of Registrable Securities which such Holders indicated
               initially they wished to be included in the underwriting, then
               the remainder, if any, to the Company.

          (ii)     Anything in this Agreement to the contrary notwithstanding,
               the Holders shall not offer any Registrable Securities pursuant
               to the Shelf Registration Statement if such offering would
               require the Company (i) to furnish any financial statements other
               than as of the end of a fiscal quarter or (ii) to furnish any
               audited financial statements other than as of the end of a fiscal
               year unless the Holder(s) requesting such registration agree to
               bear the expenses of furnishing such financial statements, in
               each case, which have not otherwise been included in any filing
               prior to such time in any filing made pursuant to the Securities
               Act or Exchange Act. In addition to the foregoing, in the event
               of a proposed offering by a Holder pursuant to the Shelf
               Registration Statement, at such time as any registration
               statement would be required to include audited financial
               statement as of a fiscal year end, the Company may delay the
               dissemination of the required notice and the taking of any action
               to effect a supplement to the Shelf Registration Statement until
               such time as such audited financial statements are available in
               the ordinary course of business.

          (iii)    No Holder shall offer any Registrable Securities pursuant to
               the Shelf Registration Statement within 30 days after the
               effectiveness of any other registration of the Company's capital
               stock which becomes effective after September 30, 1999; provided,
               that such prohibition shall not apply to the extent that it would
               prevent such Holder from selling the Schedule A amount of Common
               Stock during the applicable quarter in accordance with the
               Company's insider trading policies and such shares are not
               included in such other registration statement.

Section 3.     Piggyback Registration.
               ----------------------

     (a)  If at any time, or from time to time, the Company shall determine to
          register any of its securities for its own account or the account of
          any of its shareholders, other than a registration relating solely to
          employee benefit plans, or a registration relating solely to an
          Commission Rule 145 transaction, a transaction relating solely to the
          sale of debt or convertible debt instruments or a registration on any
          form (other than Form S-1, S-2 or S-3, or their successor forms) which
          does not include at least substantially the same information as would
          be required to be included in a registration statement covering the
          sale of Registrable Securities, the Company will:

          (i)      give to each Holder written notice thereof as soon as
               practicable prior to filing the registration statement; and

          (ii)     include in such registration and in any underwriting involved
               therein, all the Registrable Securities specified in a written
               request or requests, made within fifteen

                                       4
<PAGE>

               (15) days after receipt of such written notice from the Company,
               by any Holder or Holders, except as set forth in subsection (b)
               below.

     (b)  If the registration is for a firm commitment underwritten registered
          public offering the Company shall so advise the Holders as a part of
          the written notice given pursuant to subsection 3(a)(i). In such
          event, the right of any Holder to registration pursuant to Section 3
          shall be conditioned upon such Holder's participation in such
          underwriting and the inclusion of such Holder's Registrable Securities
          in the underwriting to the extent provided herein. All Holders
          proposing to distribute their securities through such underwriting
          shall (together with the Company and the other holders distributing
          their securities through such underwriting) enter into an underwriting
          agreement in customary form with the underwriter or underwriters
          selected for such underwriting by the Company. Notwithstanding any
          other provision of this Section 3, if the managing underwriter
          determines that marketing factors require a limitation of the number
          of shares to be underwritten, the managing underwriter may limit the
          number of Registrable Securities to be included in the registration
          and underwriting and the number of Registrable Securities to be
          included in such offering shall be reduced to zero before any
          reduction in any securities to be offered by the Company on its own
          behalf. The Company shall so advise all Holders and the other Holders
          distributing their securities through such underwriting pursuant to
          piggy-back registration rights similar to this Section 3, and the
          number of shares of Registrable Securities and other securities that
          may be included in the registration and underwriting shall be
          allocated among all Holders (and any other selling shareholders), pro
                                                                            ---
          rata, as nearly as practicable, based on the numbers of Registrable
          ----                                       
          Securities and other shares proposed to be sold by selling
          shareholders, each such party wishes to register pursuant to this
          Section 3. If any Holder disapproves of the terms of any such
          underwriting, he may elect to withdraw therefrom by written notice to
          the Company and the managing underwriter prior to the execution of the
          applicable underwriting agreement by the Holder. If, by the withdrawal
          of such Registrable Securities, a greater number of Registrable
          Securities held by other Holders may be included in such registration
          (up to the limit imposed by the underwriters), the Company shall offer
          to all Holders who have included Registrable Securities in the
          registration the right to include additional Registrable Securities.
          Any Registrable Securities excluded or withdrawn from such
          underwriting shall be withdrawn from such registration.

Section 4.  Expenses of Registration.  In addition to the fees and expenses
            ------------------------                                      
     contemplated by Section 5 hereof, all expenses incurred in connection with
     one registration pursuant to Section 2 hereof, and all registrations
     pursuant to Section 3 hereof, including without limitation all
     registration, filing and qualification fees, printing expenses, fees and
     disbursements of counsel for the Company and expenses of any special audits
     of the Company's financial statements incidental to or required by such
     registration, shall be borne by the Company, except that the Company shall
     not be required to pay underwriters' fees, discounts or commissions
     relating to Registrable Securities sold for the account of any Holder or
     fees of legal counsel for the Holders.

                                       5
<PAGE>

Section 5.  Registration Procedures.  In the case of each registration effected
            -----------------------                                           
     by the Company pursuant to this Agreement, the Company will keep each
     Holder participating therein advised in writing as to the initiation of
     each registration and as to the completion thereof. At its expense the
     Company will:

     (a)  keep such registration pursuant to Section 3 continuously effective
          until the date on which the Holder or Holders have completed the
          distribution described in the registration statement relating thereto;

     (b)  promptly prepare and file with the Commission such amendments and
          supplements to such registration statement and the prospectus used in
          connection therewith as may be necessary to comply with the provisions
          of the Securities Act;

     (c)  furnish such number of prospectuses and other documents incident
          thereto as a Holder from time to time may reasonably request;

     (d)  use reasonable best efforts to obtain the withdrawal of any order
          suspending the effectiveness of a registration statement, or the
          lifting of any suspension of the qualification of any of the
          Registrable Securities for sale in any jurisdiction, at the earliest
          possible moment;

     (e)  subject to Section 2(c)(iii), register or qualify such Registrable
          Securities for offer and sale under the securities or Blue Sky laws of
          such jurisdictions as any Holder or underwriter reasonably requires;

     (f)  cause all Registrable Securities covered by such registrations to be
          listed on each securities exchange, including NASDAQ, on which similar
          securities issued by the Company are then listed;

     (g)  cause its accountants to issue to the underwriter, if any, or the
          Holders, if there is no underwriter, comfort letters and updates
          thereof, in customary form and covering matters of the type
          customarily covered in such letters with respect to underwritten
          offerings;

     (h)  cause its counsel to issue to the underwriter, if any, or to the
          Holders, if there is no underwriter, opinions in customary form and
          covering matters of the type customarily covered in such opinions with
          respect to underwritten offerings;

     (i)  enter into such customary agreements (including underwriting
          agreements in customary form);

     (j)  make available for inspection by any seller of Registrable Securities,
          any underwriter participating in any disposition pursuant to such
          registration statement, and any attorney, accountant or other agent
          retained by any such seller or underwriter, all financial and other
          records, pertinent corporate documents and properties of the Company,
          and cause the Company's officers, directors, employees and independent
          accountants to supply all

                                       6
<PAGE>

          information reasonably requested by any such seller, underwriter,
          attorney, accountant or agent in connection with such registration
          statement;

     (k)  immediately notify each Holder, at any time a prospectus covered by
          such registration statement is required to be delivered under the
          Securities Act, of the happening of any event of which it has
          knowledge as a result of which the prospectus included in 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; and

     (l)  take such other actions as shall be reasonably requested by any
          Holder.

          For purposes of Sections 5(a) and 5(b) above, the period of
distribution of Registrable Securities in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Registrable Securities in any other registration shall be deemed to extend
until the earlier of the sale of all Registrable Securities covered thereby and
six (6) months after the effective date thereof.

Section 6.  Indemnification.
            ---------------

     (a)  In the event of a registration, qualification or compliance of any of
          the Registrable Securities under the Securities Act pursuant to
          Sections 2 or 3, the Company will indemnify and hold harmless each
          Holder of such Registrable Securities thereunder, each underwriter of
          such Registrable Securities thereunder and each other person, if any,
          who controls such Holder or underwriter within the meaning of the
          Securities Act, against any losses, claims, damages or liabilities,
          joint or several, to which such Holder, underwriter or controlling
          person may become subject under the Securities Act, 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 therein, or any amendment or supplement thereof, any
          offering circular or other offering document or arise out of or are
          based upon the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, or any violation by the Company of
          any rule or regulation promulgated under the Securities Act or any
          state securities law or rule or regulation promulgated under the
          Securities Act or any state securities law applicable to the Company
          and relating to action or inaction required of the Company in
          connection with any such registration, qualification or compliance,
          and will reimburse each such Holder, each of its officers, directors
          and partners, and each person controlling such Holder, each such
          underwriter and each person who controls any such underwriter, for any
          reasonable legal and any other expenses incurred in connection with
          investigating, defending or settling any such claim, loss, damage,
          liability or action; provided, that, notwithstanding the foregoing,
                               --------      
          the Company will not be liable in any such case to the extent that any
          such claim, loss,

                                       7
<PAGE>

          damage or liability arises out of or is based on any untrue statement
          or omission based upon written information furnished to the Company by
          an instrument duly executed by such Holder or underwriter specifically
          for use therein.

     (b)  Each Holder will, if Registrable Securities held by or issuable to
          such Holder are included in the securities as to which such
          registration, qualification or compliance is being effected, indemnify
          and hold harmless the Company, each of its directors and officers,
          each underwriter, if any, of the Company's securities covered by such
          a registration statement, each person who controls the Company and
          each underwriter within the meaning of the Securities Act, and each
          other Holder, each of such other Holder's officers, directors and
          partners and each person controlling such other Holder, against all
          claims, losses, expenses, damages and liabilities (or actions in
          respect thereof) arising out of or based on any untrue statement (or
          alleged untrue statement) of a material fact contained in any such
          registration statement, prospectus, offering circular or other
          offering document, or any omission (or alleged omission) to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein not misleading, and will reimburse the
          Company, such Holders, such directors, officers, partners, persons or
          underwriters for any reasonable legal or any other expenses incurred
          in connection with investigating, defending or settling any such
          claim, loss, damage, liability or action, in each case to the extent,
          but only to the extent, that such untrue statement (or alleged untrue
          statement) or omission (or alleged omission) is made in such
          registration statement, prospectus, offering circular or other
          offering document in reliance upon and in conformity with written
          information furnished to the Company by an instrument duly executed by
          such Holder specifically for use therein; provided, however, the total
          amount for which any Holder, its officers, directors and partners, and
          any person controlling such Holder, shall be liable under this Section
          6(b) shall be limited to the proportion of any such loss, claim,
          damage, liability or expense which is equal to the proportion that the
          public offering price of shares sold by such Holder under such
          registration statement bears to the total public offering price of all
          securities sold thereunder but not to exceed, in any event, the
          aggregate proceeds received by such Holder from the sale of
          Registrable Securities sold by such Holder in such registration,
          qualification or compliance.

     (c)  Each party entitled to indemnification under this Section 6 (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 claims 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 the Indemnified Party may participate in such defense
          at such party's expense, 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 hereunder, unless such
          failure resulted in actual detriment to the Indemnifying Party. The
          Indemnifying Party shall not be liable to indemnify any Indemnified
          Party for any settlement of any such action effected without the
          Indemnifying Party's consent. No Indemnifying Party, in the

                                       8
<PAGE>

          defense of any such claim or litigation, shall, except with the
          consent of each Indemnified Party, consent to entry of any judgment or
          enter into any settlement which does not include as an unconditional
          term thereof the giving by the claimant or plaintiff to such
          Indemnified Party of a release from all liability in respect of such
          claim or litigation.

     (d)  Notwithstanding the foregoing, to the extent that the provisions on
          indemnification contained in the underwriting agreements entered into
          among the selling Holders, the Company and the underwriters in
          connection with the underwritten public offering are in conflict with
          the foregoing provisions, the provisions in the underwriting agreement
          shall be controlling as to the Registrable Securities included in the
          public offering.

     (e)  If the indemnification provided for in this Section 6 is held by a
          court of competent jurisdiction to be unavailable to an indemnified
          party with respect to any loss, liability, claim, damage or expense
          referred to therein, then the Indemnifying Party, in lieu of
          indemnifying such Indemnified Party thereunder, shall contribute to
          the amount paid or payable by such Indemnified Party as a result of
          such loss, liability, claim, damage or expense in such proportion as
          is appropriate to reflect the relative fault of the Indemnifying Party
          on the one hand and of the Indemnified Party on the other hand in
          connection with the statements or omissions which resulted in such
          loss, liability, claim, damage or expense as well as any other
          relevant equitable considerations. The relevant fault of the
          Indemnifying Party and the Indemnified Party shall be determined by
          reference to, among other things, whether the untrue or alleged untrue
          statement of a material fact or the omission to state a material fact
          relates to information supplied by the Indemnifying Party or by the
          Indemnified Party and the parties' relative intent, knowledge, access
          to information and opportunity to correct or prevent such statement or
          omission. Notwithstanding the foregoing, the amount any Holder shall
          be obligated to contribute pursuant to this Section 6(e) shall be
          limited to an amount equal to the proceeds to such Holder of the
          Registrable Securities sold pursuant to the registration statement
          which gives rise to such obligation to contribute.

     (f)  The indemnification provided by this Section 6 shall be a continuing
          right to indemnification and shall survive the registration and sale
          of any securities by any definition entitled to indemnification
          hereunder and the expiration or termination of this Agreement.

Section 7.  Lockup Agreement.  In consideration for the Company agreeing to its
            ----------------                                                  
     obligations under this Agreement, each Holder agrees in connection with any
     underwritten registration of the Company's securities in which such Holder
     participates pursuant to Section 3 hereof or any other underwritten
     registration which such Holder does not participate but for which the
     obligations set forth in this Section 7 would not prevent such Holder from
     selling the amount of Common Stock specified in Section 9(b) hereof during
     such a quarter in accordance with the Company's insider trading policies
     upon the request of the Company and the underwriters managing the
     underwritten offering of the Company's securities, not to publicly sell,
     make any short sale of, loan, grant any option for the purchase of, or
     otherwise dispose of any Registrable Securities (other than those included
     in the registration) without the prior written

                                       9
<PAGE>

     consent of the Company and such underwriters for such period of time from
     the effective date of such registration as the Company and the underwriters
     may specify.

Section 8.  Information by Holder.  The Holder or Holders of Registrable
            ---------------------                                      
     Securities included in any registration shall promptly furnish to the
     Company such information regarding such Holder or Holders and the
     distribution proposed by such Holder or Holders as the Company may request
     in writing and as shall be reasonably required in connection with any
     registration' referred to herein.

Section 9.  Sales.  (a)  With a view to making available to Holders of
            -----                                                    
     Registrable Securities the benefits of certain rules and regulations of the
     Commission which may permit the sale of the Registrable Securities to the
     public without registration, the Company agrees at all times prior to the
     termination of this Agreement.

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

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

          (iii)    furnish to each Holder so long as such Holder owns any
               Registrable Securities forthwith, upon written request, a written
               statement by the Company that it has complied with the reporting
               requirements of Rule 144, the Securities Act and the Exchange Act
               (to the extent that it is then subject to any such reporting
               requirements), a copy of the most recent annual and quarterly
               report of the Company, and such other reports and documents filed
               by the Company under the Exchange Act as may be reasonably
               requested by such Holder in connection with availing the Holder
               of any rule or regulation of the Commission permitting the
               selling of such securities without registration.

     (b)  Each Holder hereby agrees that any and all sales made by such Holder
          (other than pursuant to Section 3), whether pursuant to a Shelf
          Registration Statement, Rule 144 or any other exemption from the
          registration requirements of the Securities Act, shall not exceed, in
          the aggregate with all other Holders in any calendar quarter of the
          Company, that number of shares set forth on Schedule A hereto with
          respect to such calendar quarter; provided, that, in the event the
          Shelf Registration Statement is not effective by May 15, 1999, and the
          shares saleable under Schedule A during the period commencing on May
          15, 1999 and ending on June 15, 1999 are not sold pursuant to Section
          3 hereof, then such shares shall be added to the shares saleable in
          the next calendar quarter pursuant to Schedule A; provided, however,
          that commencing with the second calendar quarter of 2000, such number
          of shares shall equal the greater of that number of shares specified
          specified previously in this sentence and that number of shares equal
          to 20% of the "Average Weekly Trading Volume" (as hereinafter defined)
          for the four full calendar weeks immediately preceding the first day
          of such calendar quarter. For purposes of the

                                       10
<PAGE>

          foregoing, "Average Weekly Trading Volume" shall be determined by
          reviewing the trading volume for each week of the applicable four week
          period, adding together the trading volume for the two weeks which
          represent neither the greatest weekly volume nor the lowest weekly
          volume in such four week period, and dividing such sum by 2. In
          addition, all sales made by any Holder (other than pursuant to Section
          3) shall only be effected through J.P. Morgan & Company or such other
          underwriter which makes a market in the Common Stock which may be
          designated by the Company. Furthermore, Schedule A shall be amended
          (i) as and when any Additional Contingent Consideration is paid under
          the Merger Agreement in Common Stock to increase the number of shares
          saleable in such calendar quarter and the three succeeding calendar
          quarters so that such Common Stock shall be equally divided over the
          subsequent four quarters equally or (ii) to reflect any stock splits
          or other similar corporate events.

Section 10.  Transfer of Registration Rights.  The rights to cause the Company
             -------------------------------                                 
     to register Registrable Securities of a Holder and keep information
     available granted to a Holder by the Company under Sections 2 and 3, may be
     assigned by a Holder to any partner or shareholder of such Holder, to one
     or more affiliated partnerships managed by such Holder, any other Holder,
     to any "Affiliate" of the Holder; or to a transferee or assignee who
     receives at least 50% of the Registrable Securities held by such Holder;
     provided, that the Company is given written notice by the Holder 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, and that
     said transferee or assignee agrees in writing to be bound by the terms and
     provisions of this Agreement as if an original signatory thereto.

Section 11.  Termination of Rights.  This Agreement shall terminate at 5:00 p.m.
             ---------------------                                             
     Eastern time on March 31, 2001.

Section 12.  Miscellaneous.
             -------------

     (a)  Amendments. This Agreement constitutes the entire agreement of the
          ----------    
          parties within respect to the subject matter hereof and may be amended
          or modified only by a writing signed by the Company and the Holders.
          The Holders hereby consent to future amendments to this Agreement that
          permit future investors to be made parties hereto and to become
          Holders of Registrable Securities.

     (b)  Counterparts.  This Agreement may be executed in any number of
          ------------                                                 
          counterparts, all of which shall constitute a single instrument.

     (c)  Notices, Etc. All notices and other communications required or
          ------------    
          permitted hereunder shall be in writing and may be sent initially by
          facsimile transmission and shall be mailed by registered or certified
          mail, postage prepaid, or otherwise delivered by hand or by messenger,
          addressed (i) if to a Holder, at such Holder's address set forth on
          the books of the Company, or at such other address as such Holder
          shall have furnished to the Company in writing, or (ii) if to any
          other holder of any Registrable Securities, at such address as such
          holder shall have furnished the Company in writing, or, until any such

                                       11
<PAGE>

          holder so furnishes an address to the Company, then to and at the
          address of the last holder of such securities who has so furnished an
          address to the Company, or (iii) if to the Company, one copy should be
          sent to the Company's current address at 3 Park Avenue, New York, New
          York 10019, or at such other address as the Company shall have
          furnished to the Holders. All such notices shall be effective and
          deemed duly given when received or when attempted delivery is refused.

     (d)  Non-Public Information.  Any other provisions of this agreement to the
          ----------------------                                               
          contrary notwithstanding, the Company's obligation to file a
          registration statement, or cause such registration statement to become
          and remain effective, shall be suspended for a period not to exceed 60
          days (and for periods not exceeding, in the aggregate, 120 days in any
          24-month period) if there exists at the time material non-public
          information relating to the Company which, in the reasonable opinion
          of the Company, should not be disclosed.

     (e)  Severability.  If any provision of this Agreement shall be held to be
          ------------                                                        
          illegal, invalid or unenforceable, such illegality, invalidity or
          unenforceability shall attach only to such provision and shall not in
          any manner affect or render illegal, invalid or unenforceable any
          other provision of this Agreement, and this Agreement shall be carried
          out as if any such illegal, invalid or unenforceable provision were
          not contained herein.

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<PAGE>

     (f)  Governing Law. This Agreement shall be governed by and construed under
          -------------   
the laws of the State of New York without regard to principles of conflict of
law.

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.

                              EARTHWEB INC.


                              By:/s/ Murray Hidary
                                 ---------------------------------
                                 Name:  Murray Hidary
                                 Title:  Executive Vice President


                              Holders

                              /s/ Lloyd Linn
                              ------------------------------------
                              Name:  Lloyd Linn


                              /s/ Diane Rickert
                              ------------------------------------
                              Name:  Diane Rickert

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