1
Exhibit 10.2
Registration Rights Letter Agreement
January 19, 1996
---
The Open Society Institute
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Chatterjee Fund Management, L.P.
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Gentlemen:
We refer to the Senior Note Purchase Agreement (the "Note
Purchase Agreement"), the Warrant Agreement (as defined in the Note Purchase
Agreement) and the Notes (as defined in the Note Purchase Agreement), each
dated as of the date hereof, and executed among the undersigned (the
"Company"), the Open Society Institute ("OSI") and Chatterjee Fund Management,
L.P. ("CFM," and together with OSI, the "Rights Holders" and, individually, a
"Rights Holder"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Note Purchase Agreement, or, as
indicated herein, the Stock Purchase Agreement.
In connection with the purchase of the Notes, the issuance of
the Warrants and the transactions contemplated by the Note Purchase Agreement
and the Warrant Agreement, and in consideration for and as an inducement to the
purchase of the Notes by the Rights Holders, we hereby grant to each Rights
Holder, with respect to all shares of the Company's Common Stock that either
Rights Holder may acquire (whether by exercise of the Warrants or otherwise),
on a most-favored-nation basis, all of the registration rights and (with
respect to all such shares of the Company's Common Stock and, in addition, with
respect to and upon the issuance of the Warrants) all rights of first offer
granted to any stockholder pursuant to the Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of June 15, 1995 (a form of which is attached as
Exhibit A), executed by the Company and certain stockholders, which rights are
no less favorable than the rights provided to any of the Company's stockholders
pursuant to any other stock purchase agreement,
2
2
any other agreement, or otherwise. Such rights include, without limitation, (A)
unlimited rights to demand registration after the Company qualifies as an S-3
Registrant (limited to one such registration in any 12 month period), as set
forth in Section 6.2 of the Stock Purchase Agreement; (B) unlimited piggyback
registration rights, as set forth in Section 6.3 thereof; (C) the Company's
payment of all expenses (with certain exceptions) incurred with respect to such
registrations, as set forth in Section 6.4 thereof; and (D) the right of first
offer to purchase a pro rata share of any issue of "New Securities" as defined
in the Stock Purchase Agreement, which right shall not expire prior to an
initial public offering of the Company, as set forth in Section 8.11 of the
Stock Purchase Agreement.
In the event that the Company effects or causes to be effected
any amendments to the Stock Purchase Agreement that would diminish or restrict
in any way the registration rights or the rights of first offer granted to
stockholders under the Stock Purchase Agreement, such amendment shall in no way
diminish, restrict or otherwise apply to or affect the registration rights,
rights of first offer to purchase New Securities or any other rights granted to
each Rights Holder hereunder and under the Stock Purchase Agreement as now in
effect. In the event the Company amends the Stock Purchase Agreement to
increase or enhance the registration rights or rights of first offer of any
stockholder, or if the Company otherwise agrees to enhance or increase such
rights, or if such rights are increased or enhanced for any other reason or in
any other manner, each Rights Holder will automatically and immediately benefit
from and receive such increased or enhanced rights with no further action
required by either such Rights Holder, and this agreement shall be deemed to be
amended to incorporate such increased or enhanced rights. The Company shall
notify each Rights Holder immediately in writing of any such amendments or
other agreements or occurrences.
In addition to any other transfer rights granted to each Rights
Holder pursuant to the terms of the Stock Purchase Agreement, either Rights
Holder may assign or transfer its rights under this agreement to any
transferees to which the Warrants, either of the Notes, as the case may be, or
shares of Common Stock have been transferred in accordance with the Note
Purchase Agreement or the Warrant Agreement.
Notwithstanding any provision of the Stock Purchase Agreement
or any other document or agreement to the
3
3
contrary, each Rights Holder and its transferees shall, immediately upon the
issuance of the Warrants, be entitled to the full benefit of and shall be
entitled to exercise all rights of first offer granted hereby or otherwise with
respect to any issue of New Securities, whether or not any of the Warrants have
been exercised by either Rights Holder.
4
This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York, and may be executed in
counterparts by the parties hereto, each of which counterparts shall be an
original and all of which taken together shall constitute one and the same
letter agreement.
Very truly yours,
Global Telesystems Group, Inc.
By: /s/ XX Xxxxxxxxx
---------------------------------
Name XX Xxxxxxxxx
Accepted and Agreed to by:
The Open Society Institute
By: /s/ XXXXX XXXXX
---------------------------------
Name: XXXXX XXXXX
Chatterjee Fund Management, L.P.
By: /s/ X. Xxxxxxxxxx
---------------------------------
Name: X. Xxxxxxxxxx
