Exhibit 4.8
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "the Agreement") is made and
entered into as of July 1, 2000, 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 sell all the
shares of common stock of Tri-Quad Enterprises, Inc., a Connecticut corporation
("Tri-Quad") held by such Holder ("Tri-Quad Shares") to the Company.
B. As partial consideration for the sale of the Tri-Quad Shares, the
Company is issuing common stock of the Company $.01 par value per share ("Common
Stock") to each Holder and 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 any time during the twelve months
from the date of this Agreement 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 thirty (30) days' prior written notice of the
filing of such registration statement. If requested by a Holder in writing
within twenty (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.
As used herein, "Registrable Securities" shall mean (i) the shares of
Common Stock 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 by way of a stock split,
stock dividend, recapitalization, merger or other distribution with respect to,
the Common Stock, 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.
1
(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(1) 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;
(iii) Common Stock acquired upon conversion of Series D
Cumulative Convertible Preferred Stock owned by holders entitled to
participate in the registration; and
(iv) Common Stock acquired upon conversion of Series E
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 registration
statement. No Registrable Securities excluded from the underwriting by reason of
the underwriter market limitation shall be included in such registration.
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
2
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 Expenses incurred in
connection with any registration pursuant to Section 1 shall be borne by the
Holders of the securities so registered, pro rate, 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
3
business in any state by reason of this Section 1(e) 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
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 six (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.
(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 the Company counsel as
a closing condition. In such an underwritten offering, if required by the
underwriter, the opinion shall also state the jurisdictions in which the
Registrable Securities have been registered or qualified for sale pursuant to
the provisions of Section 1(e).
4
(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 ninety (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, 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(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 ninety (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 those 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
5
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.
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
Securities Act or Section 20(a) of the 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 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.
(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
6
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.
(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 prospects, 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
7
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 any 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.
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
8
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 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.
4. 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 this 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:
If to the Company:
Universal Access, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
9
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 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.
10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
UNIVERSAL ACCESS, INC.
By: /s/ Xxxxxxx Xxxxx
_________________________
Name: Xxxxxxx Xxxxx
Title: President
HOLDERS:
/s/ Xxxxxxx Xxxx
____________________________
Xxxxxxx Xxxx
/s/ Xxxxxx X. Xxxx
____________________________
Xxxxxx X. Xxxx
/s/ Xxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Close
____________________________
Xxxxxxx X. Close
/s/ Xxxxxx X. Xxxxx
____________________________
Xxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
____________________________
Xxxxxxxx X. Jonah
/s/ Xxxxxx X. Xxxxxxxxx
____________________________
Xxxxxx X. Xxxxxxxxx
11
/s/ Xxxxxxx X. Xxxxxxxxx
____________________________
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
____________________________
Xxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx
____________________________
Xxxxx Xxxxxx
/s/ Xxx Xxxxxx
____________________________
Xxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
____________________________
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
____________________________
Xxxxxxx X. Xxxxxxx
/s/ Xxx Xxxxxxx
____________________________
Xxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
____________________________
Xxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxx
____________________________
Xxxx X. Xxxxxx
12
