EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of the 23rd day of
December, 1997, by and among ZipLink, LLC, ("ZipLink") having a usual place of
business at 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, and the persons and
organizations listed on SCHEDULE I (as such Schedule may be amended from time to
time) (the "Holders").
RECITALS
WHEREAS, the Holders are the founding members and key employees of ZipLink;
and
WHEREAS, ZipLink has agreed to provide the Holders the registration rights
set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. REGISTRATION RIGHTS.
1.1 DEFINITIONS. As used in this Agreement:
(a) "Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
(b) "Exchange Act" means 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) "Holder" means any person or organization listed on SCHEDULE I (as
such Schedule may be amended from time to time) or anyone who holds
Registrable Securities to whom the registration rights conferred by
this Section 1 have been transferred in compliance with Section 1.8.
(d) "Initiating Holders" means Holders requesting registration pursuant to
Section 1.2(a).
(e) "Participating Holders" means any Holder or Holders who have, by
proper notice, requested inclusion of their Registrable Securities in
the relevant public offering and who have, if applicable, agreed to
participate in any related underwriting.
(f) "Register," "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of
effectiveness of such registration statement.
(g) "Registrable Securities" means units of ownership of ZipLink now or
hereafter held by any Holder or a transferee pursuant to Section 1.8,
any and all shares of capital stock issued or exchanged in consequence
of an Incorporation Transaction (as defined in ZipLink's Operating
Agreement dated as of November 21, 1995), as it may be amended or
supplemented, and any and all securities issued or exchanged, as the
case may be, in respect of any of the foregoing securities as a result
of a split or dividend of a security, reorganization, recapitalization
or similar transaction.
(h) "Securities Act" means 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.
1.2 DEMAND REGISTRATION.
(a) REQUEST FOR REGISTRATION. If ZipLink receives from the Holders a written
request that ZipLink register Registrable Securities equivalent to not less
than twenty percent (20%) of the Registrable Securities then outstanding,
or a lesser percentage if the anticipated aggregate offering price of the
Registrable Securities to be registered, net of standard underwriting
discounts, would exceed $5,000,000, ZipLink will:
(i) promptly give written notice of the proposed registration to
all other Holders; and
(ii) as soon as practicable, use its best efforts to register
such securities as requested and to facilitate the sale and
distribution of the Holders' Registrable Securities as specified in
such request, together with the Registrable Securities of any
Holders joining in such request as are specified in a written
request given within 20 days after receipt of such written notice
from ZipLink.
Notwithstanding the foregoing, ZipLink shall not be obligated to take
any action to effect such registration pursuant to this Section 1.2 (a
"Demand Registration") in the following instances:
(A) If the registration would become effective prior to the date
six months following the effective date of ZipLink's Initial Public
Offering;
(B) If the registration would become effective within 180 days
following the effective date of a pubic offering by ZipLink of its
securities for its own account;
(C) in any particular jurisdiction in which ZipLink would be
required to execute a general consent to service of process, unless
ZipLink is already subject to service in such jurisdiction and except
as required by the Securities Act; or
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(D) after ZipLink has effected two (2) registrations pursuant to
this Section 1.2(a) and such registrations have been declared or
ordered effective.
Subject to the foregoing clauses (A) through (D), ZipLink shall file a
registration statement covering the Registrable Securities requested to be
registered as soon as practical, but in any event within 90 days after
receipt of the request of the Holders. If ZipLink furnishes to the Holders
a certificate signed by the Manager of ZipLink stating that, in the good
faith judgment of the Manager of ZipLink, (i) the filing of the
registration statement would require the disclosure of information not
otherwise required to be disclosed and that such disclosure would adversely
affect any material business opportunity, transaction or negotiation then
contemplated by ZipLink, or (ii) such registration is not in the best
interests of ZipLink, ZipLink shall have an additional period of not more
than 120 days after the expiration of the initial 90 day period within
which to file the registration statement.
(b) UNDERWRITING. If the Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall
so advise ZipLink as part of their request made pursuant to Section 1.2(a)
(a "Request for Registration") and ZipLink shall include such information
in the written notice referred to in Section 2.2(a)(i). In such event, the
underwriters shall be selected by ZipLink and must be reasonably acceptable
to a majority in interest of the Initiating Holders. The right of any
Holder to a Demand Registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Participating Holders and such
Holder) to the extent provided herein. ZipLink and all Holders registering
securities shall enter into an underwriting agreement in customary form
with the underwriters. Notwithstanding any other provision of this Section
2.2(a), if the underwriters advise ZipLink in writing that marketing
factors require a limitation of the number of shares to be underwritten,
ZipLink shall so advise all Holders of Registrable Securities. The number
of shares of Registrable Securities that may be included in the
registration and underwriting shall be reduced as the underwriter and
ZipLink require and those securities included in the registration shall be
allocated FIRST among the Initiating Holders in proportion, as nearly
as practicable, as the respective amounts of Registrable Securities then
held by each Initiating Holder bears to the total number of Registrable
Securities held by all Initiating Holders, and SECOND among the remaining
Participating Holders in proportion, as nearly as practicable, as
the respective amounts of Registrable Securities then held by each such
Participating Holder bears to the total number of Registrable Securities
held by all such Participating Holders. If any Participating Holder
disapproves of the terms of the underwriting, such Holder may elect to
withdraw therefrom by written notice to ZipLink, the underwriter and the
other Participating Holders. Any Registrable Securities which are excluded
from the underwriting by reason of the underwriters' marketing limitation
or withdrawn from
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such underwriting at the request of the Holder thereof shall be withdrawn
from such registration.
1.3 PIGGY-BACK REGISTRATION.
(a) Whenever ZipLink proposes to register any of its securities under the
Securities Act for its own account or for any of its shareholders (other
than its initial public offering or a registration on Form S-4 or S-8 or
any successor or similar forms) and the registration form to be used may be
used for the registration of Registrable Securities (a "Piggy-back
Registration"), ZipLink will give prompt written notice to all Holders of
Registrable Securities of its intention to effect such a registration
(which notice shall include a list of jurisdictions in which ZipLink
intends to attempt to qualify such securities under applicable blue sky or
other state securities laws) and will include in such registration and in
any underwriting involved therein, subject to Section 1, all Registrable
Securities with respect to which ZipLink has received written requests for
inclusion therein within 15 days after the date of the notice of the
Holders.
(b) If a Piggy-back Registration includes an underwriting on behalf of ZipLink
or the parties initiating such registration, ZipLink shall so advise the
Holders as a part of the notice given pursuant to Section 1.3(a). In such
event, the right of any Holder to registration pursuant to Section 1.3(a)
shall be conditioned on such Holder's participation in such underwriting
and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. ZipLink and the Holders
proposing to distribute their securities through such underwriting shall
enter into an underwriting agreement in customary form with the
underwriters selected by ZipLink or the parties initiating such
registration, as the case may be. If any Holder disapproves of any of the
terms of any such underwriting, it may elect to withdraw therefrom by
written notice to ZipLink and the underwriter. Any Registrable Securities
withdrawn from such underwriting shall be withdrawn from such registration.
(c) If a Piggy-back Registration is an underwritten primary registration and
the managing underwriters advise ZipLink, in writing that, in their
opinion, one or more marketing factors require a limitation on the number
of securities to be underwritten, ZipLink shall so advise all Holders of
Registrable Securities. The number of shares of securities included in such
Piggy-back Registration shall be reduced as the underwriter and ZipLink
require and those securities included in the registration shall be
allocated among the Registrable Securities and any other securities
requested to be included in such registration (except those with Superior
Registration Rights) pro-rata among the Holders of such Registrable
Securities and other securities on the basis of the number of shares
requested to be registered by each such Holder.
(d) If a Piggy-back Registration is an underwritten secondary registration on
behalf of holders of ZipLink's securities, and the managing underwriters
advise ZipLink in writing that, in their opinion, one or more marketing
factors require a limitation on
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the number of securities to be underwritten, ZipLink shall so advise all
Holders of Registrable Securities. The number of shares of securities
included in such Piggy-back Registration shall be reduced as the
underwriter and ZipLink require and those securities included in such
registration shall be allocated FIRST to those held by the party requesting
such registration, and SECOND among the Registrable Securities and any
other securities requested to be included in such registration pro-rata
among the Holders of such Registrable Securities and other securities on
the basis of the number of shares requested to be registered by each such
Holder
1.4 EXPENSE OF REGISTRATION. All expenses incurred in effecting registration
pursuant to this Section 1, including, without limitation, all registration and
filing fees, printing expenses, expensed of compliance with blue sky laws, fees
and disbursements of counsel for ZipLink, and any accounting and audit expenses
incidental to or required by any such registration, shall be borne by ZipLink
except as follows:
(i) ZipLink shall not be required to pay for expenses of any Demand
Registration, the request for which has been subsequently withdrawn by a
majority in interest of the Participating Holders, unless the requested
registration is withdrawn due to a material change in ZipLink or its
business of which the Participating Holders were previously unaware.
(ii) ZipLink shall not be required to pay fees and disbursements of
more than one counsel for all Holders who are selling Registrable
Securities in such registration, qualifications or compliance.
(iii) ZipLink shall not be required to pay underwriter's fees,
discounts, commissions or transfer taxes relating to Registrable
Securities.
All expenses of any registration not otherwise borne by ZipLink shall be
borne pro rata among the Participating Holders (and ZipLink and the other
Holders registering securities in the offering) on the basis of the number of
shares registered.
1.5 REGISTRATION PROCEDURES. In the case of each registration effected by
ZipLink pursuant to this Agreement, ZipLink will keep each Participating Holder
advised in writing as to the initiation of registration, qualification and
compliance and as to the completion thereof. Except as otherwise provided in
Section 1.4, at its expense ZipLink will:
(i) Prepare and file with the SEC a registration statement with
respect to the offering of such Registrable Securities and use its best
efforts to cause such registration statement to become effective, and, upon
the request of a majority in interest of the Participating Holders, keep
such registration statement effective for up to 120 days.
(ii) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the
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Securities Act with respect to the disposition of all securities covered by
such registration statement.
(iii) Furnish to the Participating Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of their
securities covered by such registration statement.
(iv) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or blue
sky laws of such jurisdictions as shall be reasonably requested by the
Participating Holders provided that ZipLink shall not be required in
connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions.
(v) 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 underwriter of such offering. Each
Participating Holder shall also enter into and perform its obligations
under such an agreement.
(vi) In the event of any underwritten public offering, use its best
efforts to furnish, at the request of the managing underwriter, on the date
that such Registrable Securities are delivered to the underwriters for sale
in connection with a registration pursuant to this Section 1.5:
(A) an opinion, dated such date, of the counsel representing
ZipLink for the purposes of such registration, in form and
substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, and
(B) a letter dated such date, from the independent certified
public accountants of ZipLink, in form and substance as is
customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the
underwriters.
(vii) Notify each Participating Holder at any time when a prospectus
relating thereto is required to be delivered under the Securities Act or
upon 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 light of the circumstances then existing.
1.6 INDEMNIFICATION. In the event any of the Registrable Securities are
included in a registration statement under Section 1:
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(a) To the extent permitted by law, ZipLink will indemnify and hold harmless
each Holder, each officer, director and partner of a Holder, and each
person, if any, who controls such Holder within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint
or several, to which they may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of any materials fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make
the statements therein not misleading or arise out of or are based on any
violation by ZipLink of any rule or regulation promulgated under the
Securities Act applicable to ZipLink and relating to any action or
non-action required of ZipLink in connection with any such registration;
and will reimburse each such Holder, such officer, director and partner or
such controlling person for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability or action; PROVIDED, HOWEVER, that the indemnity
agreement contained in this Section 1.6(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of ZipLink (which
consent shall not be unreasonably withheld), nor shall ZipLink be liable
to a particular Holder, officer, director, partner or controlling person
in any such case for any such loss, claim, damage, liability or action
to the extent that it arises our of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus,
final prospectus, or amendments or supplements thereto in reliance upon
and in conformity with written information furnished expressly for use
in connection with such registration by such Holder, officer, director,
partner or controlling person 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 statement therein not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary
prospectus, final prospectus, or amendments or supplements thereto, in
reliance upon and in conformity with written information furnished by
such Holder, officer, director, partner or controlling person expressly
for use in connection with such registration;
(b) To the extent permitted by law, each Holder including Registrable
Securities in such registration statement severally and not jointly, will
indemnify and hold harmless ZipLink, each person, if any, who controls
ZipLink within the meaning of the Securities Act, each officer of ZipLink
and director of ZipLink against all losses, claims, damages or liabilities,
joint or several, to which ZipLink or such officer, director, or
controlling person may become subject under the Securities Act or
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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 the
registration statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, 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, and will reimburse ZipLink and each such
officer, director and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, PROVIDED, HOWEVER, that
such Holder will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
pertaining to such Holder, as such, furnished in writing to ZipLink by such
Holder specifically for use in such registration statement or prospectus
and under no circumstances or events will such Holder's liability exceed
such Holder's proceeds from the sale of Registrable Securities pursuant to
such registration statement or prospectus.
(c) Promptly after receipt by an indemnified party under this Section 1.6 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under
this Section 1.6, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party desires, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such
action, if prejudicial to his ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under
this Section 1.6, but the omission so to notify the indemnifying party will
not relieve him of any liability which he may have to any indemnified party
other than under this Section 1.6.
(d) If the indemnification provided for in this Section 2.6 is for any reason
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 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 relative fault of the indemnifying party and of the indemnified party
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material
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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.
1.7 INFORMATION BY HOLDERS. The Holder or Holders of Registrable Securities
included in any registration shall furnish to ZipLink such information regarding
such Holder or Holders and the distribution proposed by such Holder or Holders
as ZipLink may request in writing and as shall be required in connection with
any registration, qualification or compliance referred herein.
1.8 TRANSFER OF REGISTRATION RIGHTS. The registration rights of the Holders
under this Section 1.8 may only be transferred or assigned, in whole or in part,
to any transferee of Registrable Securities provided ZipLink is given written
notice by the Holder at the time of such transfer stating the name and address
of the transferee and identifying the shares with respect to which the rights
under this Section 1.8 are being assigned. As a condition to the transfer or
assignment of any registration rights hereunder, the transferee or assignee will
enter into an agreement with ZipLink and its underwriter to the affect that such
transferee or assignee for a period of up to 180 days following the effective
date of the any registration statement of ZipLink filed under the Securities Act
of 1933 with respect to any underwritten public offering, will not, to the
extent requested by ZipLink and any underwriter, sell, agree to sell, grant
options to purchase or otherwise transfer or dispose of (other than to donees
who agree to be similarly bound) any securities of ZipLink owned by him/her/it
during such period except securities included in such registration.
In order to enforce the foregoing covenant, ZipLink may impose
stop-transfer instructions with respect to the Registration Securities until the
end of such period.
Section 2. MARKET STAND-OFF AGREEMENT. Each Holder hereby agrees that during
the 180 day period following the effective date of any registration statement of
ZipLink filed under the Securities Act of 1933 with respect to any underwritten
public offering, it shall not, to the extent requested by ZipLink and the
underwriter, directly or indirectly sell, offer to sell, contract to sell
(including without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of ZipLink (other than Registrable Securities included in
such registration statement) and that ZipLink may impose stop-transfer
instructions with respect to the Registrable Securities of each Holder (and the
shares or securities of every other person subject to the foregoing
registration) until the end of such period.
Section 3. TERMINATION OF REGISTRATION RIGHTS. The obligations of ZipLink
pursuant to Section 1 shall terminate with respect to each Holder at such time
as
(i) ZipLink is then providing current public information within the
meaning of Rule 144(c)(1) issued under the Securities Act, and
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(ii) such Holder is, or has been, able to sell under Rule 144 during any
3-month period all of the remaining Registrable Securities issued or issuable
to such Holder.
Section 4. MISCELLANEOUS.
4.1 ASSIGNMENT. The terms and conditions of this agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties hereto, provided, however, that except as provided in Section 1.8, no
Holders shall not assign this Agreement or its rights hereunder without the
prior written consent of ZipLink.
4.2 THIRD PARTIES. Nothing in this agreement, express or implied, is intended
to confer upon any party, other than the parties hereto, and their respective
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this agreement, except as expressly provided herein.
4.3 GOVERNING LAW. This agreement shall be governed by and construed under the
laws of the State of Delaware.
4.4 COUNTERPARTS. This agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
4.5 NOTICES. Except as otherwise expressly provided herein, any notice required
or permitted hereunder shall be given in writing and shall be deemed effectively
given upon receipted personal delivery (professional courier permissible),
receipted United States certified mail delivery or confirmed telegraph or telex
transmission to the following addresses: (a) if to ZipLink, 00 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: President, with a copy to Xxxxx X.
Xxxxxxx, Esq., Xxxxxxx, Xxxxxxxx & Xxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxxx, XX
00000, or (b) if to any Holder, to the address set forth on SCHEDULE I (or such
other address as such Holder may have provided to ZipLink for such purpose), or
(c) if to any Holder, to such address as such Holder shall have provided to
ZipLink for such purpose.
4.6 SEVERABILITY. If one or more provisions of this agreement are held to be
unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this agreement, and the balance of this agreement shall be enforceable in
accordance with its terms.
4.7 AMENDMENT AND WAIVER. Any provision of this agreement may be amended,
modified, waived or terminated with the written consent of ZipLink and the
Holders of at least two-thirds (2/3) of the outstanding Registrable Securities;
PROVIDED that no such amendment, modification, waiver or termination shall
reduce the aforesaid percentage of Registrable Securities without the consent of
all of the Holders of Registrable Securities. ZipLink shall provide prompt
notice of any such amendment, modification, waiver or termination to all Holders
of Registrable Securities and such amendment, modification, waiver or
termination effected in accordance with this paragraph shall be binding upon
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each Holder and ZipLink. In addition, ZipLink may waive performance of any
obligation owing to it, as to some or all of the Holders or agree to accept
alternatives to such performance, without obtaining the consent of any Holder.
4.8 EFFECT OF AMENDMENT OR WAIVER. The Holders and their respective successors
and assigns acknowledge that by operation of Section 4.7. the Holders of
two-thirds of the outstanding Registrable Securities, acting in conjunction with
ZipLink, will have the right and power to diminish or eliminate all rights
pursuant to this agreement.
4.9 RIGHTS OF HOLDERS. Each Holder shall have the absolute right to exercise or
refrain from exercising any right or rights that such Holder may have by reason
of this agreement, including, without limitation, the right to consent to the
waiver or modification of any obligation under this agreement, and such Holder
shall not incur any liability to any other holder of any securities of ZipLink
as a result of exercising or refraining from exercising any such right or
rights.
4.10 DELAYS OR OMISSIONS. No delay or omission to exercise any right, power or
remedy accruing to any party to this agreement, upon any breach or default of
the other party, shall impair any such right, power or remedy of such
non-breaching party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
agreement, or any waiver on the part of any part of any provisions or conditions
of this agreement, must be made in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies, either under this
agreement, or by law or otherwise afforded to any Holder, shall be cumulative
and not alternative.
4.11 COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall, when taken together, be deemed to
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first above written.
ZIPLINK, LLC
By: /s/XXXXX X. XXXXX
-----------------
Its Manager
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SCHEDULE I
HOLDERS
/s/XXXXX X. XXXXX Date:12/23/97
----------------- --------
Xxxxx X. Xxxxx
/s/XXXXX X. XXXXX UNDER POA FOR Date:12/23/97
------------------------------- --------
Xxxx X. Xxxxx
Zachs Family Limited Partnership
Number One
By:/s/XXXXX X. XXXXX UNDER POA FOR Date:12/23/97
------------------------------- --------
Xxxx X. Xxxxx
Its General Partner
/s/XXXXXXXXXXX XXXXXXX Date:12/23/97
---------------------- --------
Xxxxxxxxxxx Xxxxxxx
ADDRESSES FOR NOTICE
Xxxxx X. Xxxxx Zachs Family Limited
00 Xxxxxxxx Xxxxxx Partnership Number One
Xxxxxxxx, XX 00000 00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxx X. Xxxxx Xxxxxxxxxxx Xxxxxxx
00 Xxxxxxxx Xxxxxx 00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
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