EXHIBIT 4.6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of
March 9, 1998, between STAR Telecommunications, Inc., a Delaware corporation
("STAR"), and Xxxx Xxxxxx, an individual ("Holder").
R E C I T A L S:
A. Pursuant to the terms and conditions of that certain Stock Purchase
Agreement (the "Stock Purchase Agreement") dated January 26, 1998 by and among
STAR, T-One Corp., a Delaware corporation ("T-One"), and Holder, STAR will issue
and deliver to the Holder 660,000 shares (the "Initial Shares") of STAR's common
stock, $.01 par value per share ("Common Stock") at Closing and 693,000 shares
of Common Stock (the "Additional Shares" and, together with the Initial Shares,
the "Shares") on or about March 31, 1998 (but in any event not later than
April 4, 1998).
B. In connection with the transactions contemplated by the Stock Purchase
Agreement, STAR has agreed to grant to the Holder the registration rights set
forth herein with respect to the Shares.
A G R E E M E N T:
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement and including
post-effective amendments and all material incorporated by reference in such
Prospectus.
"Register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a Registration Statement and
taking all other actions that are necessary or appropriate in connection
therewith, and the declaration or ordering of effectiveness of such Registration
Statement by the SEC.
"Registration Expenses" shall have the meaning set forth in Section 5.
"Registrable Securities" shall mean (i) the Shares and (ii) any
securities issued or issuable with respect to such Shares by way of a stock
dividend, stock split, combination of shares, recapitalization, restructuring,
merger, consolidation or other reorganization of STAR, provided that such term
shall not include any such shares of Common Stock sold to the public by Holder
pursuant to a Registration Statement or to Rule 144 under the Securities Act or
sold by Holder in a private transaction in which Holder's rights hereunder were
not assigned, and shall not include any Shares that are eligible for resale to
the public pursuant to Rule 144(k) of the Securities Act.
"Registration Statement" shall mean any registration statement of STAR
in compliance with the Securities Act that covers Registrable Securities
pursuant to the provisions of this Agreement, including, without limitation, the
Prospectus, all amendments and supplements to such Registration Statement or
Prospectus, including all post-effective amendments, all exhibits and all
material incorporated by reference in such Registration Statement.
"Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
"SEC" shall mean the Securities and Exchange Commission.
"Underwritten registration" or "underwritten offering" shall mean a
registration in which securities of STAR are sold to an underwriter or through
an underwriter as agent for reoffering to the public.
2. STAR REGISTRATION. If STAR shall determine to register any shares of
Common Stock for its own account or for the account of any stockholders (other
than a registration relating either to the sale of securities to employees of
STAR pursuant to a stock option, stock purchase or similar benefit plan or to an
SEC Rule 145 transaction), Holder shall be entitled to include Registrable
Securities in such registration (and related underwritten offering, if any) on
the following terms and conditions:
(a) STAR shall promptly give written notice of such determination to
Holder who shall have the right to request, by written notice given to STAR
within fifteen (15) days of the receipt by Holder of such notice, that a
specific number of Registrable Securities be included in such Registration
Statement.
(b) If the Registration Statement relates to an underwritten
offering, the notice called for by Section 2(a) shall specify the name of the
managing underwriter for such offering and the number of securities to be
registered for the account of STAR and, if then known, for the account of any of
the other stockholders of STAR.
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(c) If the Registration Statement relates to an underwritten
offering, Holder agrees to enter into an underwriting agreement containing
standard and customary terms and conditions and to sell his Registrable
Securities pursuant to the terms thereof.
(d) If the managing underwriter for the underwritten offering under
the Registration Statement to be filed by STAR determines that inclusion of all
or any portion of the Registrable Securities in such offering would adversely
affect the ability of the underwriter for such offering to sell all of the
securities requested to be included for sale in such offering, the number of
shares that may be included in such registration in such offering shall be
allocated as follows: (i) first, STAR shall be permitted to include all shares
of capital stock to be registered thereby and (ii) second, Holder shall be
allowed to include such additional amount as the managing underwriter deems
appropriate, such amount to be allocated among Holder and any other selling
stockholders on a pro rata basis based on the total number of shares of capital
stock held thereby. The foregoing sentence notwithstanding, if the underwritten
offering is being registered by STAR at the instance of another shareholders or
shareholders to whom STAR has granted the right to require that STAR undertake
such registration (hereinafter, "Demand Right Holders"), then the managing
underwriter of such offering may reduce the number of Holder's Registrable
Securities included in such offering, or exclude them entirely, without any
reduction of the shares to be included in such offering by any such Demand Right
Holders.
(e) Holder shall have the right to withdraw his Registrable
Securities from the Registration Statement at any time prior to the effective
date thereof, but if the same relates to an underwritten offering and an
underwriting agreement has been entered into, he may only do so during the time
period and on terms deemed appropriate by the underwriters for such underwritten
offering as specified in such underwriting agreement.
(f) STAR shall have the right to terminate or withdraw any
registration initiated by it under this Section 2 prior to the effective date of
such registration, whether or not Holder has elected to include Registrable
Securities in such registration.
(g) All registration rights set forth herein shall expire within two
years after the date of this Agreement.
3. RESTRICTIONS ON PUBLIC SALE BY HOLDER. If Holder's Registrable
Securities are included (in whole or in part) in a Registration Statement filed
by STAR under Section 2 for sale in an underwritten offering, Holder agrees, if
requested by the managing underwriter of such offering, not to sell, make any
short sale of, loan, grant any option for the purchase of, dispose of or effect
any public sale or distribution of securities of the same series and class as
(or securities exchangeable or exercisable for or convertible into securities of
the same series and class as) the Registrable Securities included in the
Registration Statement, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such underwritten registration), during the
ten (10)-day period prior to, and during the one hundred eighty (180)-
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day period (or shorter period requested by the underwriter) beginning on the
closing date of such underwritten offering, to the extent timely notified in
writing by STAR or the managing underwriter.
4. REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by STAR pursuant to this Agreement, STAR
shall, by notice to Holder, keep Holder advised in writing as to the initiation,
progress and effective date of each registration, qualification and compliance
and, in connection with STAR's registration obligations pursuant to Section 2
hereof, subject to Sections 2(d) and 2(f), STAR will use its best efforts to
effect such registration to permit the offer and sale of the Registrable
Securities proposed to be included in a Registration Statement in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
STAR will as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities and use its best efforts to cause such
Registration Statement to become effective as soon as practicable thereafter,
and, upon the request of Holder, keep such registration statement effective for
up to 120 days, provided that, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, STAR will furnish to Holder
and his counsel, copies of all such documents proposed to be filed, at least ten
(10) days prior to the filing thereof, including, without limitation, documents
incorporated by reference in the Prospectus and, if requested by the Holder, the
exhibits incorporated by reference therein, and Holder shall have the
opportunity to object to any information pertaining solely to Holder that is
contained therein and STAR will make the corrections reasonably requested by
Holder with respect to such information prior to filing any Registration
Statement or amendment thereto or any Prospectus or any supplement thereto.
STAR will not include or name Holder in any Registration Statement or Prospectus
without the consent of Holder, unless required to do so by the Securities Act
and the rules and regulations thereunder.
(b) prepare and file with the SEC such amendments, post-effective
amendments and supplements to the Registration Statement and the Prospectus as
may be necessary to keep such Registration Statement effective for a period of
up to 120 days, or such shorter period as is necessary to complete the
distribution of the securities covered by such Registration Statement and to
comply with the provisions of the Securities Act and the rules and regulations
thereunder with respect to the disposition of all securities covered by such
Registration Statement.
(c) promptly notify Holder (i) when the Registration Statement, any
pre-effective amendment, the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (iii) of the issuance
by the SEC of any stop order suspending the
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effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, (iv) of the receipt by STAR of any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (v) of the happening of any event which makes any statement made in
the Registration Statement, the Prospectus or any document incorporated therein
by reference untrue or which requires the making of any changes in the
Registration Statement, the Prospectus or any document incorporated therein by
reference in order to make the statements therein not misleading.
(d) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment.
(e) furnish to Holder, without charge, at least one signed copy of
the Registration Statement and any amendment or supplement thereto, the
Prospectus included in such Registration Statement (including, without
limitation, each preliminary prospectus), including financial statements and
schedules, all documents incorporated therein by reference and all exhibits
(including those incorporated by reference) and such other documents as Holder
may reasonably request in order to facilitate the disposition of the Registrable
Securities.
(f) deliver to Holder, without charge, such reasonable number of
conformed copies of the Registration Statement (including any amendment or
supplement thereto) and such number of copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto (and any
documents incorporated by reference therein) as Holder may reasonably request,
all in full conformity with the Securities Act; STAR consents to the use of the
Prospectus or any amendment or supplement thereto by Holder in connection with
the offer and sale of the Registrable Securities covered by the Prospectus or
any amendment or supplement thereto.
(g) prior to any offering of Registrable Securities covered by a
Registration Statement, register or qualify or cooperate with Holder in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions
as Holder reasonably requests, and use its best efforts to keep each such
registration or qualification effective, including through new filings, or
amendments or renewals, during the period such Registration Statement is
required to be kept effective pursuant to the terms of this Agreement; and do
any and all other acts or things necessary or advisable to enable the
disposition in all such jurisdictions reasonably requested by Holder of the
Registrable Securities covered by such Registration Statement, provided that
under no circumstances shall STAR be required in connection therewith or as a
condition thereof to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
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(h) upon the occurrence of any event contemplated by Section
4(c)(v) above, prepare a supplement or post-effective amendment to the
Registration Statement or the Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading.
(i) make generally available to Holder consolidated earnings
statements satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder, as soon as practicable after the end of any twelve
(12)-month period (or ninety (90) days, if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities
are sold to underwriters in a firm or best efforts underwritten offering, or
(ii) if not sold to underwriters in such an offering, beginning with the
first month of STAR's first fiscal quarter commencing after the effective
date of the Registration Statement, which statements shall cover said twelve
(12)-month period.
(j) use its best efforts to cause all Registrable Securities covered
by each Registration Statement to be listed subject to notice of issuance, prior
to the date of the first sale of such Registrable Securities pursuant to such
Registration Statement, on each securities exchange on which the Common Stock
issued by STAR are then listed, and admitted to trading on The Nasdaq Stock
Market, if the Common Stock is then admitted for quotation on The Nasdaq Stock
Market.
(k) in the case of an underwritten offering, cause to be delivered to
Holder and the underwriters, if any, opinions of counsel to STAR in customary
form, covering such matters as are customarily covered by opinions for an
underwritten public offering as the underwriters may request and addressed to
the underwriters and Holder.
(l) make available for inspection by Holder, any underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by Holder or any underwriter,
all financial and other records, pertinent corporate documents and properties of
STAR, and cause STAR's officers, directors, employees and independent
accountants to supply all information reasonably requested by Holder or any such
underwriter, attorney, accountant or agent in connection with such Registration
Statement;
(m) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such Registration Statement;
(n) cause to be delivered, immediately prior to the effectiveness of
the Registration Statement (and, in the case of an underwritten offering, at the
time of delivery of any Registrable Securities sold pursuant thereto), letters
from STAR's independent certified public accountants addressed to Holder and
each underwriter, if any, stating that such
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accountants are independent public accountants within the meaning of the
Securities Act and the applicable published rules and regulations thereunder,
and otherwise in customary form and covering such financial and accounting
matters as are customarily covered by letters of the independent certified
public accountants delivered in connection with primary or secondary
underwritten public offerings, as the case may be.
Holder agrees that, upon receipt of any notice from STAR of the happening
of any event of the kind described in clauses (ii) through (v) of Section 4(c)
hereof, Holder will forthwith discontinue disposition of Registrable Securities
under the Prospectus related to the applicable Registration Statement until
Holder's receipt of the copies of the supplemented or amended Prospectus, or
until he is advised in writing by STAR that the use of the Prospectus may be
resumed. It shall be a condition precedent to the obligations of STAR to take
any action pursuant to this Section 4 with respect to the Registrable Securities
of Holder that Holder shall furnish to STAR such information regarding himself
and the Registrable Securities held by him as shall be required by the
Securities Act to effect the registration of Holder's Registrable Securities.
5. REGISTRATION EXPENSES. All expenses incident to any registration to
be effected hereunder and incident to STAR's performance of or compliance with
this Agreement, including without limitation all registration, filing and
qualification fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, NASD, stock exchange
and qualification fees, fees and disbursements of STAR's counsel and of
independent certified public accountants of STAR (all such expenses being herein
called "Registration Expenses") will be borne by STAR. Holder shall bear (i)
all underwriting commissions (and transfer taxes, if any) relating to the
Registrable Securities registered and (ii) the fees and expenses of his legal
counsel and accountants.
6. INDEMNIFICATION.
(a) INDEMNIFICATION BY STAR. If Holder's Registrable Securities are
sold under a Prospectus which is a part of a Registration Statement, STAR agrees
to indemnify and hold harmless Holder from and against any and all losses,
claims, damages and liabilities (including any investigation, legal or other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted) to which
Holder may become subject under the Securities Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or preliminary prospectus or
any amendment or supplement thereto, (ii) 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 (iii) any violation or alleged
violation by STAR of the Securities Act, the Exchange Act or any state
securities or blue sky laws in connection with the Registration Statement,
Prospectus or preliminary prospectus or any amendment or supplement
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thereto, provided that STAR will not be liable to Holder to the extent that such
loss, claim, damage or liability arises from or is based upon any untrue
statement of a material fact or omission of a material fact that was made in
such Registration Statement, Prospectus or preliminary prospectus or any
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to STAR by Holder expressly for use therein.
(b) INDEMNIFICATION OF STAR BY HOLDER. If Holder's Registrable
Securities are sold under a Prospectus which is a part of a Registration
Statement, Holder agrees to indemnify and hold harmless STAR, its directors and
each officer who signed such Registration Statement and each person who controls
STAR (within the meaning of Section 15 of the Securities Act) from and against
any and all losses, claims, damages and liabilities (including any
investigation, legal or other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any
claim asserted) to which STAR or any other such person may become subject under
the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary prospectus or any amendment or supplement
thereto, (ii) 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 (iii) any violation or alleged violation by STAR of the
Securities Act, the Exchange Act or any state securities or blue sky laws in
connection with the Registration Statement, Prospectus or preliminary prospectus
or any amendment or supplement thereto, but in each case only to the extent that
such losses, claims, damages and liabilities arise out of or are based upon any
untrue statement of a material fact or omission of a material fact that was made
in the Prospectus, the Registration Statement, or any amendment or supplement
thereto, in reliance upon and in conformity with information furnished in
writing to STAR by Holder expressly for use therein, provided that in no event
shall the aggregate liability of Holder exceed the amount of the net proceeds
received by Holder upon the sale of the Registrable Securities giving rise to
such indemnification obligation. STAR and Holder shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the same
extent as customarily furnished by such persons in similar circumstances.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party, provided that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person and not of the indemnifying party
unless (A) the indemnifying party has agreed to pay such fees or expenses,
(B) the indemnifying party shall have failed to assume the defense of such claim
and employ counsel reasonably
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satisfactory to such person, or (C) in the reasonable judgment of such person,
based upon advice of their counsel, a conflict of interest may exist between
such person and the indemnifying party with respect to such claims (in which
case, if the person notifies the indemnifying party in writing that such person
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such person). If such defense is not assumed by the indemnifying
party, the indemnifying party will not be subject to any liability for any
settlement made without consent (but such consent will not be unreasonably
withheld or delayed). No indemnified party will be required to consent to entry
of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by all claimants or plaintiffs to such
indemnified party of a release from all liability in respect to such claim or
litigation. Any indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim. As used in this Section 6(c), the terms
"indemnifying party", "indemnified party" and other terms of similar import are
intended to include only STAR (and its officers, directors and control persons
as set forth above) on the one hand, and Holder on the other hand, as
applicable.
(d) CONTRIBUTION. If for any reason the foregoing indemnity is
unavailable or insufficient to hold harmless an indemnified party in respect of
any losses, claims, damages, liabilities or expenses (or actions in respect
thereof), then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other hand in connection with statements
or omissions which resulted in such losses, claims, damages, liabilities or
expenses (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
Notwithstanding the foregoing, Holder shall not be required to contribute any
amount in excess of the amount Holder would have been required to pay to an
indemnified party if the indemnity under Section 6(b) hereof was available. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
(e) OTHER RIGHTS. The provisions of this Section 6 shall be in
addition to any other rights of indemnification or contribution which any
indemnified party may have pursuant to law, equity, contract or otherwise and
shall remain in full force and effect regardless of any investigation made by or
on behalf of an indemnified party.
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(f) TIMING OF PAYMENTS. An indemnifying party shall make payments of
all amounts required to be made pursuant to the foregoing provisions of this
Section 6 to or for the account of the indemnified party from time to time
promptly upon receipt of bills or invoices relating thereto or when otherwise
due or payable.
(g) SURVIVAL. The indemnity and contribution agreements contained in
this Section 6 shall remain in full force and effect and shall survive the
transfer of such Registrable Securities by Holder.
7. RULE 144. STAR covenants that it will file, on a timely basis, the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder, and it will take
such further action as Holder may reasonably request (including, without
limitation, compliance with the current public information requirements of
Rule 144(c) under the Securities Act), all to the extent required from time to
time to enable Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the conditions provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC. Upon the request of
Holder, STAR will deliver to Holder a written statement verifying that it has
complied with such requirements.
8. NO INCONSISTENT AGREEMENTS. STAR will not enter into any agreement
offering registration rights to any holders of Common Stock that conflict with
or violate the rights set forth herein without the consent of Holder, which
consent may be granted or withheld in the sole discretion of Holder.
9. ASSIGNMENT OF RIGHTS. Holder may assign his rights under this
Agreement to any transferee of Registrable Securities, if (i) such transferee
has acquired at least twenty-five percent (25%) of the Registrable Securities
originally held by Holder, and (ii) such transferee has executed a writing
wherein such transferee agrees to be bound by the terms hereof.
10. NOTICES. All notices required or permitted under the terms of this
Agreement shall be delivered in the manner called for in the Stock Purchase
Agreement.
11. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon Holder and his legal representatives, successors and
assigns, and upon STAR and its successors and assigns, including without
limitation any corporation resulting from any merger or consolidation of STAR
with or into such corporation (in which STAR is not the surviving corporation)
or any corporation whose securities are issued in exchange for STAR's shares of
common stock.
12. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable,
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the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and shall supersede and
preempt any prior understandings, agreements or representations, written or
oral, by or among the parties hereto.
14. COUNTERPARTS. This Agreement may be executed (including by facsimile
transmission) with counterpart signature pages or in any number of counterparts,
each of which shall be original, and all of which together shall constitute one
instrument.
15. AMENDMENT. Any provision of this Agreement may be amended, waived or
modified only by a writing signed by STAR and by Holder.
16. GOVERNING LAW. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Delaware.
17. RECAPITALIZATION, EXCHANGES, ETC., AFFECTING STAR'S CAPITAL STOCK.
The provisions of this Agreement shall apply, to the full extent set forth
herein with respect to any and all shares of capital stock of STAR or any
successor or assign of STAR (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for or in
substitution of, the Registrable Securities and shall be appropriately adjusted
for any stock dividends, splits, reverse splits, combinations, recapitalizations
and the like occurring after the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
"STAR"
STAR TELECOMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Xxxxx X. Xxxx
Chief Financial Officer
"HOLDER"
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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