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EXHIBIT 4.7
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of November 10, 1999, by and between UNIVERSAL ACCESS, INC., a Delaware
corporation (the "Company"), and the parties executing this Agreement in the
space provided on the signature page hereto (each, a "Holder" and collectively,
the "Holders").
W I T N E S S E T H:
A. Pursuant to a Stock Purchase Agreement dated as of the date hereof
between the Company and each Holder, each Holder has agreed to purchase shares
of or has received warrants to purchase Series E Cumulative Convertible
Preferred Stock of the Company (the "Series E Preferred Shares") convertible
into shares of common stock of the Company, $.01 par value per share (the
"Common Stock").
B. As additional consideration for the purchase of the Series E
Preferred Shares or acceptance of such warrants by the Holder, the Company
desires to grant to each Holder registration rights with respect to the Common
Stock.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:
1. (a) Piggyback Registration. If the Company files a registration
statement (other than a registration statement on Form X-0, Xxxx X-0, or on any
other form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of
Registrable Securities (as hereinafter defined)) with the Securities and
Exchange Commission (the "Commission") while any Registrable Securities are
outstanding, the Company shall give each Holder at least 30 days' prior written
notice of the filing of such registration statement. If requested by a Holder in
writing within 20 days after receipt of any such notice, the Company shall
register all or, at such Holder's option, any portion of such Holder's
Registrable Securities concurrently with the registration of such other
securities, all to the extent requisite to permit the public offering and sale
of the Registrable Securities through the facilities of all appropriate
securities exchanges, if any, on which the Company's Common Stock is being sold
or on the over-the-counter market, and will use its best efforts through its
officers, directors, auditors, and counsel to cause such registration statement
to become effective as promptly as practicable.
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As used herein, "Registrable Securities" shall mean (i) the shares of
Common Stock acquired or to be acquired by a Holder pursuant to the conversion
of Series E Preferred Shares or any warrants (the "Warrants") to acquire Series
E Preferred Shares which have not been previously sold pursuant to a
registration statement or Rule 144 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), and (ii) any Common Stock issued (or issuable
upon the conversion or exercise of any warrant, right or other security which is
issued) by way of a stock split, stock dividend, recapitalization, merger or
other distribution with respect to, or in exchange for, or in replacement of,
the Series E Preferred Shares, excluding in all cases, however, any Registrable
Securities sold by a person in a transaction in which its rights under this
Section 1 are not assigned.
(b) Underwriting. If a registration pursuant to Section
1(a) is for a registered public offering involving an underwriting, the Company
shall so advise the Holders as part of the notice given pursuant hereto. The
Company shall (together with all Holders proposing to distribute their
securities through such underwriting), if requested by the underwriter, enter
into an underwriting agreement in customary form with a managing underwriter
selected for such underwriting by the Company. The underwriting agreement shall
also satisfy the conditions described in Section 1(l) below.
Notwithstanding any other provision of this Section 1, if the managing
underwriter advises the Company in writing that market factors require exclusion
of shares to be sold by selling stockholders, or a limitation of the number of
shares to be so sold, then Registrable Securities may be included in the
registration only to the extent it would not reduce the inclusion of the
following:
(i) Common Stock acquired upon conversion of Series A Cumulative
Convertible Preferred Stock owned by holders entitled to participate in the
registration;
(ii) Common Stock acquired upon conversion of Series B Cumulative
Convertible Preferred Stock (the "Series B Preferred Stock") or upon exercise of
warrants or options held by the placement agent for the Series B Preferred Stock
(or its transferees) owned by holders entitled to participate in the
registration; and
(iii) Common Stock acquired upon conversion of Series D
Cumulative Convertible Preferred Stock owned by holders entitled to participate
in the registration.
If Registrable Securities may be included in the registration pursuant
to the immediately preceding paragraph, and if the managing underwriter advises
the Company in writing that market factors require exclusion of shares to be
sold by selling stockholders, or a limitation of the number of shares to be so
sold, then the Company shall so advise all Holders of Registrable Securities and
the number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all Holders thereof
(except for any Holders who have indicated to the Company their decision not to
distribute any of their Registrable Securities through such underwriting) in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the
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registration statement. No Registrable Securities excluded from the underwriting
by reason of the underwriter market limitation shall be included in such
registration.
Notwithstanding anything to the contrary herein, no reduction shall be
made with respect to securities offered by the Company for its own account in
connection with the Company's initial registered public offering. If any Holder
of Registrable Securities disapproves of the terms of the underwriting, such
person may elect to withdraw therefrom by written notice to the Company, the
managing underwriter and the other Holders. In such event, the Registrable
Securities and/or other securities held by such Holder affected shall be
withdrawn from registration. However, if such withdrawal is made, the
registration will be deemed to have been completed with respect to the
withdrawing Holder for purposes of determining whether the Company has satisfied
its registration obligations under this Section 1.
If the managing underwriter of any underwritten offering pursuant to
Section 1(a) shall advise the Company in writing that, in its opinion, the
distribution of all or a portion of the Registrable Securities requested to be
included in the registration concurrently with the securities being registered
by the Company would materially adversely affect the distribution of such
securities by the Company for its own account, then the Holders shall delay the
offering and sale of the Registrable Securities (or the portions thereof so
designated by such managing underwriter) for such period, not to exceed ninety
(90) days (the "Delay Period"), as the managing underwriter shall request,
provided that no such delay shall be required as to any Registrable Securities
if any securities of the Company are included in such registration statement and
eligible for sale during the Delay Period for the account of any person other
than the Company and the Holders unless the securities included in such
registration statement and eligible for sale during the Delay Period for such
other person shall have been reduced pro rata to the reduction of the
Registrable Securities which were requested to be included and eligible for sale
during the Delay Period in such registration.
(c) Definition of Expenses.
(i) "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section 1 hereof, including,
without limitation, all registration, filing and qualification fees,
underwriters expense allowances, printing expenses, fees and
disbursements of counsel for the Company, blue sky fees and expenses
(but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).
(ii) "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale of the
Registrable Securities in the registration and all fees and
disbursements of any special counsel (other than the Company's regular
counsel) for any Holder (but excluding the compensation of regular
employees of the Company which shall be paid in any event by the
Company).
(d) Expenses of Registration. All Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to Section 1 (a) shall be borne by the Company. All Selling
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Expenses incurred in connection with any registration pursuant to Section 1,
shall be borne by the Holders of the securities so registered, pro rata on the
basis of the number of shares so registered (provided that each Holder shall
bear the full amount of the fees and disbursements of any counsel retained by
it).
(e) In the event of a registration pursuant to the
provisions of this Section 1, the Company shall use its best efforts to cause
the Registrable Securities so registered to be registered or qualified for sale
under the securities or blue sky laws of such jurisdictions as the Holders may
reasonably request; provided, however, that the Company shall not be required to
qualify to do business in any state by reason of this Section 1(e) in which it
is not otherwise required to qualify to do business.
(f) In the event of a registration pursuant to the
provisions of this Section 1, the Company shall prepare and file with the
Commission a registration statement with respect to the Registrable Securities
requested to be registered and use its best efforts to cause such registration
statement to become effective, and shall keep effective any registration or
qualification contemplated by this Section 1 and shall from time to time amend
or supplement each applicable registration statement, preliminary prospectus,
final prospectus, application, document and communication for such period of
time as shall be required to permit the Holders to complete the offer and sale
of the Registrable Securities covered thereby. The Company shall in no event be
required to keep any such registration or qualification in effect for a period
in excess of 6 months from the date on which the Holders are first free to sell
all such Registrable Securities; provided, however, that, if the Company is
required to keep any such registration or qualification in effect with respect
to securities other than the Registrable Securities beyond such period, the
Company shall keep such registration or qualification in effect as it relates to
the Registrable Securities for so long as such registration or qualification
remains or is required to remain in effect in respect of such other securities.
(g) In the event of a registration pursuant to the
provisions of this Section 1, the Company shall promptly furnish to the Holders
such number of copies of the registration statement and of each amendment and
supplement thereto (in each case, including all exhibits), such reasonable
number of copies of each prospectus contained in such registration statement and
each supplement or amendment thereto (including each preliminary prospectus),
all of which shall conform to the requirements of the Securities Act and the
rules and regulations thereunder, and such other documents, as the Holders may
reasonably request to facilitate the disposition of the Registrable Securities
included in such registration.
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(h) In the event of a registration pursuant to the
provisions of this Section 1, the Company shall promptly furnish the Holders
with an opinion of its counsel to the effect that (i) the registration statement
has become effective under the Securities Act and no order suspending the
effectiveness of the registration statement, preventing or suspending the use of
the registration statement, any preliminary prospectus, any final prospectus, or
any amendment or supplement thereto has been issued, nor has the Commission or
any securities or blue sky authority of any jurisdiction instituted or
threatened to institute any proceedings with respect to such an order, (ii) the
registration statement and each prospectus forming a part thereof (including
each preliminary prospectus), and any amendment or supplement thereto, comply as
to form with the Securities Act and the rules and regulations thereunder, and
(iii) such counsel has no knowledge of any material misstatement or omission in
such registration statement or any prospectus, as amended or supplemented. The
opinions described in clauses (ii) and (iii) of the preceding sentence shall be
delivered only if the registration is made pursuant to an underwritten public
offering and the underwriter requires similar opinions to be delivered by
Company counsel as a closing condition. In such an underwritten offering, if
required by the underwriter, the opinion also shall state the jurisdictions in
which the Registrable Securities have been registered or qualified for sale
pursuant to the provisions of Section 1(e).
(i) The Company agrees that until all the Registrable
Securities have been sold under a registration statement or pursuant to Rule 144
under the Securities Act, the Company agrees to:
(i) use its best efforts to make and keep public
information available, as those terms are understood and defined in Rule
144 promulgated under the Securities Act, at all times after 90 days
after the effective date of the first registration statement filed by
the Company;
(ii) at any time when the Company is eligible to file
a registration statement on Form S-3 (or any successor form), take such
action, including the voluntary registration of its Common Stock under
Section 12 of the Exchange Act of 1934, as amended (the "Exchange Act"),
as is necessary to enable the Holders to utilize Form S-3 for the sale
of their Registrable Securities, such action to be taken as soon as
practicable after the end of the fiscal year in which the first
registration statement filed by the Company for the offering of its
securities to the general public is declared effective or such earlier
date as may be required by any stock exchange or quotation system upon
which the Common Stock may be traded;
(iii) 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
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(iv) furnish to any Holder, so long as the Holder owns
any Registrable Securities, promptly upon request: (i) a written
statement by the Company that it has used its best efforts to make and
keep public information available, as those terms are understood and
defined in Rule 144 (at any time after 90 days after the effective date
of the first registration statement filed by the Company), complied in
all material respects with the reporting requirements of the Exchange
Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may
be resold pursuant to Form S-3 (at any time after it so qualifies); (ii)
a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company; and (iii) such
other information as may be reasonably requested in order to permit any
Holder to avail itself of any rule or regulation of the Commission or
any state securities authority which permits the selling of any such
securities without registration or pursuant to such form.
(j) The Company shall notify the Holders promptly when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed.
(k) At any time when a prospectus relating thereto is
required to be delivered under the Securities Act, the Company shall promptly
notify the Holders of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, would
include an untrue statement of a material fact or omit to state any 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 at the
reasonable request of the Holders prepare and furnish to it such number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such Registrable
Securities or securities, such prospectus shall not include an untrue statement
of a material fact or omit 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 under which they were made.
(l) If requested by the underwriter for any underwritten
offering of Registrable Securities on behalf of the Holders, the Company and the
Holders will enter into an underwriting agreement with such underwriter for such
offering, which shall be reasonably satisfactory in substance and form to the
Company, and the Company's counsel, the Holders and the underwriter, and such
agreement shall contain such representations and warranties by the Company and
the Holders and such other terms and provisions as are customarily contained in
an underwriting agreement with respect to secondary distributions solely by
selling stockholders, including, without limitation, indemnities substantially
to the effect and to the extent (but in no event greater than those) provided in
Section 2 hereof.
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2. Indemnification. Subject to the conditions set forth below, the
Company agrees to indemnify and hold harmless each Holder, its officers,
directors, partners, members, managers, employees, agents, and counsel, and each
person, if any, who controls any such person within the meaning of Section 15 of
the Act or Section 20(a) of the Securities Exchange Act, from and against any
and all loss, liability, charge, claim, damage, and expense whatsoever (which
shall include, for all purposes of this Section 2, but not be limited to,
attorneys' fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), as and when incurred, arising out of, based upon,
or in connection with (i) any untrue statement or alleged untrue statement of a
material fact contained (A) in any registration statement, preliminary
prospectus, or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, relating to the sale of any of the
Registrable Securities or (B) in any application or other document or
communication (in this Section 2 collectively called an "application") executed
by or on behalf of the Company or based upon written information furnished by or
on behalf of the Company filed in any jurisdiction in order to register or
qualify any of the Registrable Securities under the securities or blue sky laws
thereof or filed with the Commission or any securities exchange; or any omission
or alleged omission to state a material fact required to be stated therein or
necessary to make the statements made therein not misleading, unless such
statement or omission was made in reliance upon and in conformity with written
information furnished to the Company with respect to such Holder by or on behalf
of such Holder expressly for inclusion in any registration statement,
preliminary prospectus, or final prospectus, or any amendment or supplement
thereto, or in any application, as the case may be, or (ii) any breach of any
representation, warranty, covenant, or agreement of the Company contained in
this Agreement. The foregoing agreement to indemnify shall be in addition to any
liability the Company may otherwise have, including liabilities arising under
this Agreement.
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(a) If any action is brought against a Holder or any of
its officers, directors, partners, members, managers, employees, agents, or
counsel, or any controlling persons of such person (an "indemnified party") in
respect of which indemnity may be sought against the Company pursuant to the
foregoing paragraph, such indemnified party or parties shall promptly notify the
Company in writing of the institution of such action (the failure to notify the
Company within a reasonable time of the commencement of any such action, to the
extent prejudicial to the Company's ability to defend such action, shall relieve
the Company of liability to the indemnified party pursuant to this Section 2(a),
but the failure so to notify shall not relieve the Company from any liability
other than pursuant to this Section 2(a)) and the Company shall promptly assume
the defense of such action, including the employment of counsel (reasonably
satisfactory to such indemnified party or parties), provided that the
indemnified party shall have the right to employ its or their own counsel in any
such case, but the fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless the employment of such counsel shall
have been authorized in writing by the Company in connection with the defense of
such action or the Company shall not have promptly employed counsel reasonably
satisfactory to such indemnified party or parties, or such indemnified party or
parties shall have reasonably concluded that there may be one or more legal
defenses available to it or them or to other indemnified parties which are
different from or additional to those available to the Company, in any of which
events such fees and expenses shall be borne by the Company and the Company
shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties. Anything in this Section 2 to the contrary
notwithstanding, the Company shall not be liable for any settlement of any such
claim or action effected without its written consent, which shall not be
unreasonably withheld. The Company shall not, without the prior written consent
of each indemnified party that is not released as described in this sentence,
settle or compromise any action, or permit a default or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action, in
respect of which indemnity may be sought hereunder (whether or not any
indemnified party is a party thereto), unless such settlement, compromise,
consent, or termination includes an unconditional release of each indemnified
party from all liability in respect of such action. The Company agrees promptly
to notify such Holder of the commencement of any litigation or proceedings
against the Company or any of its officers or directors in connection with the
sale of any Registrable Securities or any preliminary prospectus, prospectus,
registration statement, or amendment or supplement thereto, or any application
relating to any sale of any Registrable Securities.
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(b) Each Holder agrees to indemnify and hold harmless the
Company, each director of the Company, each officer of the Company who shall
have signed any registration statement covering Registrable Securities held by
such Holder, each other person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and its
or their respective counsel, to the same extent as the foregoing indemnity from
the Company to the Holder in Section 2(a), but only with respect to statements
or omissions, if any, made in any registration statement, preliminary
prospectus, or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, or in any application, in reliance upon
and in conformity with written information furnished to the Company with respect
to the Holder by or on behalf of the Holder, expressly for inclusion in any such
registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto, or in any application, as the case may be. If
any action shall be brought against the Company or any other person so
indemnified based on any such registration statement, preliminary prospectus, or
final prospectus or any amendment or supplement thereto, or in any application,
and in respect of which indemnity may be sought against the Holder pursuant to
this Section 2(b), the Holder shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the
rights and duties given to the indemnified parties, by the provisions of Section
2(a). Notwithstanding the foregoing, the liability of each Holder under this
Section 2 shall be limited to an amount equal to the proceeds to such Holder of
Registrable Securities sold as contemplated herein.
(c) To provide for just and equitable contribution, if (i)
an indemnified party makes a claim for indemnification pursuant to Section 2(a)
or 2(b) (subject to the limitations thereof) but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not
be enforced in such case, even though this Agreement expressly provides for
indemnification in such cases, or (ii) any indemnified or indemnifying party
seeks contribution under the Securities Act, the Exchange Act or otherwise, then
the Company (including for this purpose any contribution made by or on behalf of
any director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and its or their
respective counsel), as one entity, and each Holder as a second entity, shall
contribute to the losses, liabilities, claims, damages, and expenses whatsoever
to which any of them may be subject, (after contribution from others) on the
basis of relevant equitable considerations such as the relative fault of the
Company and such Holder in connection with the facts which resulted in such
losses, liabilities, claims, damages, and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission, or alleged
omission shall be determined by, among other things, whether such statement,
alleged statement, omission, or alleged omission relates to information supplied
by the Company or by such Holder, and the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement,
alleged statement, omission, or alleged omission.
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The Company and the Holders agree that it would be unjust and
inequitable if the respective obligations of the Company and the Holders for
contribution were determined by pro rata or per capita allocation of the
aggregate losses, liabilities, claims, damages, and expenses (even if the
Holders and the other indemnified parties were treated as one entity for such
purpose) or by any other method of allocation that does not reflect the
equitable considerations referred to in this Section 2(c). Notwithstanding
anything to the contrary contained herein, the liability of each Holder under
this Section 2(c) shall be limited to an amount equal to the proceeds to such
Holder of Registrable Securities as contemplated herein. No person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation. For purposes of this Section 2(c),
each person, if any, who controls any Holder within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act and each officer,
director, partner, employee, agent, and counsel of any Holder or control person
shall have the same rights to contribution as such Holder or control person and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20(a) of the Exchange Act, each officer of the
Company who shall have signed any such registration statement, each director of
the Company, and its or their respective counsel shall have the same rights to
contribution as the Company, subject in each case to the provisions of this
Section 2(c). Anything in this Section 2(c) to the contrary notwithstanding, no
party shall be liable for contribution with respect to the settlement of any
claim or action effected without its written consent. This Section 2(c) is
intended to supersede any right to contribution under the Securities Act, the
Exchange Act or otherwise.
3. Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned by a Holder to a transferee or assignee of such securities: (i) if such
transferee or assignee was a Holder of Registrable Securities hereunder prior to
such transfer, (ii) if such transfer is made in connection with the transfer of
all Registrable Securities held by the transferor, or (iii) in connection with a
distribution by such Holder, to any partner, former partner, member, former
member, stockholder or former stockholder, or the estate of any such person,
provided the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being
assigned; provided, however, that such assignment shall be effective only if
immediately following such transfer the transferee is bound by the terms and
conditions of this Agreement and such transfer of any Registrable Securities is
lawful under all applicable securities laws.
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4. Market Stand-off Agreement. Each Holder agrees that, in
connection with the Company's initial underwritten public offering of Common
Stock, upon request of the Company or the underwriters managing such
underwritten offering of Common Stock, not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any
Registrable Securities (other than Registrable Securities included in the
registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days) from the effective date of such registration as may
be requested by the underwriters and as is agreed to by each beneficial owner of
1% or more of the outstanding Common Stock and each officer and director of the
Company.
In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Registrable Securities of
each Holder (and the shares of securities of every other person subject to the
foregoing restriction) until the end of such period.
5. Miscellaneous.
(a) Remedies. In the event of a breach by the Company of
its obligations under this Agreement, the Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement.
(b) Agreements and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, unless such amendment, modification or supplement is
in writing and signed by the Company and a majority in interest of holders of
Registrable Securities who are parties hereto. Notwithstanding the foregoing, no
amendment to Section 4 which would impose restrictions on a Holder's ability to
dispose of any securities of the Company other than the Registrable Securities
shall be binding upon a Holder unless such Holder has agreed to such amendment.
(c) Notices. Except as otherwise specified herein, any
notice, demand or request required or permitted to be given pursuant to the
terms of this Agreement shall be in writing and shall be deemed given (i) when
delivered personally or by verifiable facsimile transmission (with a hard copy
to follow) on or before 5:00 p.m., central time, on a business day or, if the
day is not a business day, on the next succeeding business day, (ii) on the next
business day after timely delivery to an overnight courier and (iii) on the
third business day after deposit in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid), addressed as follows:
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If to the Company:
Universal Access, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
With a copy to:
Xxxxxxx & Xxxxxxxx Ltd.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxxx, Esq.
Phone: 000-000-0000
Fax: 000-000-0000
and if to a Holder, at its address as shown on the stock records of the Company;
or such other address as any such party shall deliver to the Company.
(d) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation transferees or assignees of the
Registrable Shares subject to Section 3.
(e) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for
convenience of references only and shall not limit or otherwise affect the
meaning hereof.
(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to its conflicts of law provisions.
(h) Severability. In the event that any one or more of the
provisions contained herein, or the application hereof in any circumstance is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions contained herein shall not be affected or
impaired thereby.
(i) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of this
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agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are not restrictions, promises warranties or
undertakings, other than those set forth or referred to herein, concerning the
registration rights granted by the Company pursuant to this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
UNIVERSAL ACCESS, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
HOLDERS:
[to follow]
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