REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of March 6, 2000 among The Network Connection, Inc.,
a Georgia corporation (referred to as "Company"), and Robert Pringle, Jay Rosan and Richard Genzer (each
referred to as a "Shareholder," and collectively, as "Shareholders").
Shareholders have purchased shares of Company's Common Stock, $0.001 par value per share ("Shares"),
pursuant to exercise of options granted pursuant to Employment Agreements with each of the Shareholders dated
as of March 6, 2000 and Stock Option Grant Agreements with each of the Shareholders of even date with the
Employment Agreements, and Company's obligations in this Agreement are a part of the consideration to
Shareholders under the Employment Agreements.
NOW, THEREFORE, in consideration of the premises and intending to be legally bound, the parties hereto
agree as follows:
Section 1. Definitions.
The following terms shall have the following meanings:
"ACT" means the Securities Act of 1933, as amended, and any successor statute, and the rules and regulations
"BUSINESS DAY" means a day on which the New York Stock Exchange is open for business.
"INDEMNIFIED PERSONS" shall have the meaning given in Section 8 hereof.
"MAXIMUM AMOUNT" shall have the meaning given in Section 5 hereof.
"MINIMUM AMOUNT" means at least 375,000 Registerable Shares, such number to be equitably adjusted in
the event of a stock split, stock dividend, combination or reclassification of Shares.
"NASDAQ" means the Nasdaq SmallCap Market of The Nasdaq Stock Market, Inc.
"PIGGYBACK REGISTRATION" shall mean registration under the Act pursuant to
Section 2 hereof.
"PIGGYBACK REQUEST" means a written request to Company pursuant to Section 2 hereof for the
registration of Registerable Shares pursuant to the Act.
"PRIORITY" shall have the meaning given in Section 5 hereof.
"REGISTRATION EXPENSES" shall have the meaning given in Section 4 hereof.
"REGISTERABLE SHARES" means the