PAGING NETWORK DO BRASIL S.A.
REGISTRATION RIGHTS AGREEMENT
Agreement, dated as of the 9th day of December, 1996, by and among (i)
Paging Network do Brasil S.A., a corporation in organization under the laws of
Brazil (the "Company"), (ii) Warburg, Xxxxxx Ventures, L.P., a Delaware limited
partnership ("Warburg"), (iii) Paging Network International N.V., a corporation
organized and existing under the laws of the Netherlands ("PageNet"), (iv) IVP
Paging (Cayman), L.P., an exempt limited partnership organized and existing
under the laws of the Cayman Islands ("IPC"), (v) Multiponto Telecomunicacoes
Ltda., a limited liability company organized and existing under the laws of
Brazil ("Multiponto"), and (vi) TVA Sistema de Televisao S.A., a limited
liability company organized and existing under the laws of Brazil ("TVA")
(Warburg, PageNet, PSB, Multiponto and TVA are referred to herein each as an
"Investor" and collectively as the "Investors").
R E C I T A L S
WHEREAS, the parties hereto have entered into a Securities Subscription
Agreement (the "Subscription Agreement"), of even date herewith, pursuant to
which the Investors have agreed to subscribe for certain securities of the
Company, all as more specifically set forth in the Subscription Agreement; and
WHEREAS, it is a condition of the obligations of the Investors under the
Subscription Agreement that the Company execute and deliver a copy of this
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. REGISTRATION RIGHTS
1.1. Definitions
As used in this Agreement, the following terms shall have the following
meaning:
"CVM" shall mean the Comissao de Valores Mobiliarios of Brazil.
"Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended;
"Holder" shall mean any holder of Registrable Securities;
"Initiating Holder" shall mean any Holder or Holders who in the aggregate
are Holders of more than 50% of the then outstanding Registrable Securities;
"Other Holders" shall have the meaning set forth in Section 1.2;
"Person" shall mean an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof;
"register," "registered" and "registration" shall mean a registration
effected by preparing and filing a registration statement in compliance with the
Securities Law (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;
"Registrable Securities" shall mean (i) shares of Common Stock of the
Company, (ii) shares of Preferred Stock of the Company and (iii) any capital
stock of the Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, the shares of Common Stock or Preferred
Stock referred to in clauses (i) and (ii);
"Registration Expenses" shall mean all expenses incurred by the Company in
compliance with Sections 1.2 and 1.3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, fees and expenses of one counsel for all the Holders in
an amount not to exceed $15,000, blue sky fees and expenses and the expense of
any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company, which shall be
paid in any event by the Company);
"SEC" shall mean the United States Securities and Exchange Commission;
"Securities Act" shall mean the U.S. Securities Act of 1933, as amended;
"Securities Laws" shall mean the securities laws of Brazil, the securities
laws of the United States or any applicable blue sky or state securities laws;
and
"Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for each of the Holders other than fees and expenses of
one counsel for all the Holders in an amount not to exceed $15,000.
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1.2. Requested Registration
(a) Request for Registration. (i) If the Company shall receive from an
Initiating Holder a written request that the Company effect any registration
with respect to all or a part of the Registrable Securities, the Company will:
(A) promptly give written notice of the proposed registration,
qualification or compliance to all other Holders of Registrable
Securities; and
(B) as soon as practicable, use its diligent best efforts to effect
such registration in the jurisdictions of Brazil or the United States or
any other jurisdiction which may be accessed by the Company (including,
without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable Securities Laws and
appropriate compliance with applicable regulations issued under the
Securities Act) as may be so requested and as would permit or facilitate
the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such
portion of the Registrable Securities of any Holder or Holders joining in
such request as are specified in a written request received by the Company
within ten (10) business days after written notice from the Company is
given under Section 1.2(a)(A); provided that the Company shall not be
obligated to effect, or take any action to effect, any such registration
pursuant to this Section 1.2(a):
(x) In any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting
such registration, qualification or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be
required by the Securities Laws;
(y) After the Company has effected two (2) such registrations
pursuant to this Section 1.2 and such registrations have been declared or
ordered effective and the sales of such Registrable Securities shall have
closed; or
(z) If the Registrable Securities requested by all Holders to be
registered pursuant to such request do not have an anticipated aggregate
public offering price (before any underwriting discounts and commissions)
of not less than $15,000,000 (or $30,000,000 if such requested
registration is the initial public offering).
The registration statement filed pursuant to the request of an
Initiating Holder may, subject to the provisions of Section 1.2(b) below,
include other securities of the Company
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which are held by Persons who, by virtue of agreements with the Company, are
entitled to include their securities in any such registration ("Other Holders"),
subject to the terms of this Agreement.
The registration rights set forth in this Section 1 shall be assignable,
in whole or in part, to any transferee of Registrable Securities (who shall be
bound by all obligations of this Section 1).
(b) Underwriting. If an Initiating Holder intends to distribute the
Registrable Securities covered by its request by means of an underwriting, it
shall so advise the Company as a part of its request made pursuant to Section
1.2.
If Other Holders request such inclusion, the Holders shall offer to
include the Registrable Securities of such Other Holders in the underwriting and
may condition such offer on their acceptance of the further applicable
provisions of this Section 1. The Holders whose Registrable Securities are to be
included in such registration and the Company shall (together with Other Holders
proposing to distribute their Registrable Securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for such underwriting by the
Initiating Holder and reasonably acceptable to the Company. Notwithstanding any
other provision of this Section 1.2, if the representative advises the Holders
in writing that marketing factors require a limitation on the number of shares
of Registrable Securities to be underwritten, the securities of the Company held
by Other Holders shall be excluded from such registration to the extent so
required by such limitation. If, after the exclusion of such shares of
Registrable Securities, further reductions are still required, the number of
shares of Registrable Securities included in the registration by each Holder
shall be reduced on a pro rata basis (based on the number of shares of
Registrable Securities held by such Holder), by such minimum number of shares of
Registrable Securities as is necessary to comply with such request. No
Registrable Securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. In
addition to the foregoing limitation, if the registration proposed to be
underwritten by the Company relates to Common Stock, but not Preferred Stock (or
vice versa), the registration can, at the election of the Company, be limited to
the type of Registrable Securities proposed to be registered. If any Other
Holder who has requested inclusion in such registration as provided above
disapproves of the terms of the underwriting, such person may elect to withdraw
therefrom by written notice to the Company, the underwriter and the Initiating
Holder. The Registrable Securities so withdrawn shall also be withdrawn from
registration. If the underwriter has not limited the number of Registrable
Securities to be underwritten, the Company may include its securities for its
own account in such registration
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if the representative so agrees and if the number of Registrable Securities and
other securities which would otherwise have been included in such registration
and underwriting will not thereby be limited.
1.3. Company Registration.
(a) Inclusion in Registration. If the Company shall determine to register
any of its securities either for its own account or for the account of a
security holder or holders exercising their respective demand registration
rights, other than a registration relating solely to employee benefit plans, or
a registration relating solely to a SEC Rule 145 transaction, or a registration
on any registration form which does not permit secondary sales or does not
include substantially the same information as would be required to be included
in a registration statement covering the sale of Registrable Securities, the
Company will:
(i) promptly give to each of the Holders of Registrable Securities a
written notice thereof (which shall include a list of the jurisdictions in
which the Company intends to attempt to qualify such securities under the
applicable Securities Laws); and
(ii) include in such registration (and any related qualification
under the Securities Laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written
request or requests, made by the Holders within fifteen (15) days after
receipt of the written notice from the Company described in clause (A)
above, except as set forth in Section 1.3(b) below. Such written request
may specify all or a part of the Holders' Registrable Securities.
(b) Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so
advise each of the Holders as a part of the written notice given pursuant to
Section 1.3(a)(i). In such event, the right of each of the Holders to
registration pursuant to this Section 1.3 shall be conditioned upon such
Holders' participation in such underwriting and the inclusion of such Holders'
Registrable Securities in the underwriting to the extent provided herein. The
Holders whose Registrable Securities are to be included in such registration
shall (together with the Company and the Other Holders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for underwriting by the Company. Notwithstanding any other provision of
this Section 1.3, if the representative determines that marketing factors
require a limitation on the number of shares of Registrable Securities to be
underwritten, and (x) if such registration is the initial public offering, the
representative may (subject to the allocation priority set forth below) exclude
from such registration and underwriting some or all of the shares of Registrable
Securities which would otherwise be underwritten pursuant hereto, and (y) if
such registration is other than the initial public offering, the representative
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may (subject to the allocation priority set forth below) limit the number of
Registrable Securities to be included in the registration and underwriting to
not less than twenty-five percent (25%) of the Registrable Securities included
therein (based on aggregate market values). The Company shall so advise all
Holders of Registrable Securities requesting registration, and the number of
shares of Registrable Securities that are entitled to be included in the
registration and underwriting shall be allocated in the following manner: The
securities of the Company held by officers, directors and Other Holders of the
Company (other than Registrable Securities and other than securities held by
holders who by contractual right demanded such registration ("Demanding
Holders")) shall be excluded from such registration and underwriting to the
extent required by such limitation, and, if a limitation on the number of shares
is still required, the securities that may be included in the registration and
underwriting by each of the Holders and Demanding Holders shall be reduced, on a
pro rata basis (based on the number of shares held by such Holder), by such
minimum number of shares as is necessary to comply with such limitation. In
addition to the foregoing limitation, if the registration proposed to be
underwritten by the Company relates to Common Stock, but not Preferred Stock (or
vice versa), the registration can, at the election of the Company, be limited to
the type of securities proposed to be registered. If any of the Holders or any
officer, director or Other Holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
1.4. Form S-3
Following an initial public offering in the United States, the Company
shall use its best efforts to qualify for registration on Form S-3 for secondary
sales. After the Company has qualified for the use of Form S-3 (or, if
available, Form F-3), Holders of Registrable Securities shall have the right to
request up to 4 registrations on Form S-3 (such requests shall be in writing and
shall state the Registrable Securities to be disposed of and the intended method
of disposition of such Registrable Securities by such Holders), subject only to
the following:
(a) The Company shall not be required to effect a registration pursuant to
this Section 1.4 unless the Holder or Holders of Registrable Securities
requesting registration propose to dispose of Registrable Securities having an
aggregate price to
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the public (before deduction of underwriting discounts and expenses of sale) of
more than $5,000,000.
(b) The Company shall not be required to effect a registration
pursuant to this Section 1.4 within one hundred eighty (180) days of the
effective date of the most recent registration pursuant to this Section 1
in which securities held by the requesting Holder could have been included
for sale or distribution.
(c) The Company shall not be obligated to effect any registration
pursuant to this Section 1.4 in any particular jurisdiction in which the
Company would be required to execute a general consent to service of
process in effecting such registration, qualification or compliance,
unless the Company is already subject to service in such jurisdiction and
except as may be required by the Securities Act or applicable rules or
regulations thereunder.
The Company shall give written notice to all Holders of such Registrable
Securities of the receipt of a request for registration pursuant to this Section
1.4 and shall provide a reasonable opportunity for other Holders of such
Registrable Securities to participate in the registration, provided that if the
registration is for an underwritten offering, the terms of Section 1.2(b) shall
apply to all participants in such offering. Subject to the foregoing, the
Company will use its best efforts to effect promptly the registration of all
such Registrable Securities on Form S-3 to the extent requested by the Holder or
Holders thereof for purposes of disposition.
1.5. Expenses of Registration
All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to this Section 1 shall be borne by the
Company, and all Selling Expenses shall be borne by the Holders of the
securities so registered pro rata on the basis of the number of their shares so
registered; provided, however, that the Company shall not be required to pay any
Registration Expenses if, as a result of the withdrawal of a request for
registration by any of the Holders, as applicable, the registration statement
does not become effective, in which case each of the Holders and Other Holders
requesting registration shall bear such Registration Expenses pro rata on the
basis of the number of their shares so included in the registration request, and
provided further that such registration shall not be counted as a registration
pursuant to Section 1.2(a) or 1.4.
1.6. Registration Procedures
In the case of each registration effected by the Company pursuant to this
Section 1, the Company will keep the Holders, as applicable, advised in writing
as to the initiation
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of each registration and as to the completion thereof. At its expense, the
Company will:
(a) keep such registration effective for a period of one hundred twenty
(120) days or until the Holders, as applicable, have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that (i) such 120-day period shall be extended for a
period of time equal to the period during which the Holders, as applicable,
refrain from selling any securities in accordance with provisions in Section
1.10 hereof; and (ii) in the case of any registration of Registrable Securities
on Form S-3 which are intended to be offered on a continuous or delayed basis,
such 120-day period shall be extended until all such Registrable Securities are
sold, provided that Rule 415, or any successor rule under the Securities Act,
permits an offering on a continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
which (y) includes any prospectus required by Section 10(a) of the Securities
Act or (z) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (y) and (z)
above to be contained in periodic reports filed pursuant to Section 12 or 15(d)
of the Exchange Act in the registration statement; and
(b) furnish such number of prospectuses and other documents incident
thereto as each of the Holders, as applicable, from time to time may reasonably
request.
1.7. Indemnification
(a) The Company will indemnify each of the Holders, as applicable, each of
its officers, directors and partners, and each person controlling each of the
Holders, with respect to each registration which has been effected pursuant to
this Section 1, and each underwriter, if any, and each person who controls any
underwriter, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Laws
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each of the Holders, each of its officers, directors and
partners, and each person controlling each of the Holders, each such underwriter
and each person who
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controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by the Holders or underwriter and stated to
be specifically for use therein.
(b) Each of the Holders will, if Registrable Securities held by it are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers and each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company or such
underwriter, each Other Holder and each of their officers, directors, and
partners, and each person controlling such Other Holder against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document made by such Holder, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements by such Holder therein not misleading, and will reimburse the
Company and such Other Holders, directors, officers, partners, persons,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use
therein; provided, however, that the obligations of each of the Holders
hereunder shall be limited to an amount equal to the net proceeds to such Holder
of securities sold as contemplated herein.
(c) Each party entitled to indemnification under this Section 1.7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may
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be a conflict of interest between the Indemnifying Party and the Indemnified
Party in such action, in which case the fees and expenses of counsel shall be at
the expense of the Indemnifying Party), and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1.7 unless the
Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in
the defense of any such claim or litigation shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.
(d) If the indemnification provided for in this Section 1.7 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue (or alleged
untrue) statement of a material fact or the omission (or alleged omission) to
state a material fact relates to information supplied by the Indemnifying Party
or by the Indemnified Party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with any underwritten public offering contemplated by this
Agreement are in conflict with the foregoing provisions, the provisions in such
underwriting agreement shall be controlling.
(f) The foregoing indemnity agreement of the Company and the Holders is
subject to the condition that, insofar as they relate to any loss, claim,
liability or damage made in a preliminary prospectus but eliminated or remedied
in the amended prospectus on file with the SEC at the time the registration
statement in question becomes effective or the amended prospectus
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filed with the SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such
indemnity agreement shall not inure to the benefit of any underwriter if a copy
of the Final Prospectus was furnished to the underwriter and was not furnished
to the person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Securities Act.
1.8. Information by the Holders
Each of the Holders holding securities included in any registration shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Section 1.
1.9. Rule 144 Reporting
With a view to making available the benefits of certain rules and
regulations of the SEC which may permit the sale of restricted securities to the
public without registration, the Company agrees to:
(a) make and keep public information available as those terms are
understood and defined in Rule 144 under the Securities Act ("Rule 144"), at all
times from and after ninety (90) days following the effective date of the first
registration statement under the Securities Act filed by the Company for an
offering of its securities to the general public;
(b) use its best efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act at any time after it has become subject to such reporting
requirements; and
(c) so long as the Holder owns any Registrable Securities, furnish to the
Holder upon request, a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 (at any time from and after ninety
(90) days following the effective date of the first registration statement filed
by the Company for an offering of its securities to the general public), and of
the Securities Act and the Exchange Act (at any time after it has become subject
to such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as the
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing the Holder to sell any such securities without registration.
1.10. "Market Stand-off" Agreement
Each of the Holders agrees, if requested by the Company and an underwriter
of Registrable Securities (or other securities) of the Company, not to sell or
otherwise transfer or
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dispose of any Registrable Securities (or other securities) of the Company held
by such Holder during the 180-day period following the effective date of a
registration statement of the Company, provided that:
(a) such agreement only applies to the initial public offering; and
(b) all officers and directors of the Company enter into similar
agreements.
If requested by the underwriters, the Holders shall execute a separate
agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the shares (or securities) subject to the foregoing
restriction until the end of said 180-day period. The provisions of this Section
1.10 shall be binding upon any transferee who acquires Registrable Securities,
whether or not such transferee is entitled to the registration rights provided
hereunder.
1.11. Termination.
The registration rights set forth in this Section 1 shall not be available
to any Holder if, in the opinion of counsel to the Company, all of the
Registrable Securities then owned by such Holder could be sold in any 90-day
period pursuant to Rule 144 (without giving effect to the provisions of Rule
144(k)).
SECTION 2. MISCELLANEOUS
2.1. Notices
(a) All communications under this Agreement shall be in writing and shall
be delivered by hand, internationally recognized air courier or facsimile
transmission, charges prepaid:
(i) if to Warburg, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
facsimile number (000) 000-0000, marked for attention Xxxxxxx X. Xxxx (with a
copy to Xxxxxxx Xxxx & Xxxxxxxxx, One Citicorp Center, 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000, facsimile number (000) 000-0000 Attn: Xxxxxx X.
Xxxxxxx), or at such other address as Warburg may have furnished in writing to
the Company,
(ii) if to PageNet, at 0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx, Xxxxx 00000,
facsimile number (000) 000-0000, marked for attention of Xxxxx X. Xxxxxxxx (with
a copy to Xxxxxxx, Xxxx & Xxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000-0000, facsimile number (000) 000-0000, Attn: Xxxxx X. Xxxxxxx), or at such
other address as PageNet may have furnished in writing to the Company,
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(iii) if to IPC, at Xxx Xxxxxxxx Xxxxxxxx, 000 - Xxxx. 00 Xxx Xxxxx,
Xxxxxx, 04532-001, facsimile number 011-55-11-822-7177, marked for attention of
Xxxxxx X. Xxxxxxx (with a copy to Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000-0000, facsimile number (000) 000-0000, Attn: Xxxxxxxx X. Xxxxxx), or
at such other address as IPC may have furnished in writing to the Company and
the other Stockholders,
(iv) if to Multiponto, at Avenida Presidente Xxxxxx Xx. 000, 00(xxxxxxx)
Xxxxx (xxxxx), Xxx xx Xxxxxxx, Xxxxxx, facsimile number 011-55-21-240-1667,
marked for the attention of Xxxxxx Xxxxxx (with a copy to Xxxxxx Xxxxxxxx,
facsimile number 011-55-21-220-34459575), or at such other address as Multiponto
may have furnished the Company in writing,
(v) if to TVA, at Xxx xx Xxxxx 000, 0xx Xxxxx, Xxx Xxxxx, Xxxxxx,
00000-000, facsimile number 011-55-11-822-9335, marked for attention of Xxxx
Xxxxxx Guizelini Balieiro (with a copy to Xxxxx & Rameh, Xxx Xxxxx xx Xxxxxxxx,
Xx. 000, 00xx Xxxxx, Xxx Xxxxx, Xxxxxx, 00000-000, facsimile number
011-55-11-852-9447, Attn: Xxx Xxxxx and Xxxxxx Xxxxx, or at such other address
as it may have furnished the Company in writing,
(vi) if to the Company, Xxxxxxx xxx Xxxxxx Xxxxxx, 00,000 World Trade
Center, 17th Floor, Suite 26, Sao Paulo, Brazil, facsimile number
011-55-11-521-1814, marked for the attention of the President, (with a copy to
Xavier, Bernardes, Braganca, Xx. Xxxxxx 0000, Xxx Xxxxx, Xxxxxx, facsimile
number 011-55-11-282-5580, Attn: M. Xxxxxx Xxxxx), or at such other address as
it may have furnished in writing to the Investors.
(b) Any notice so addressed shall be deemed to be given: if delivered by
hand, on the date of such delivery; if mailed by courier, on the first business
day following the date of such mailing; and if mailed by registered or certified
mail, on the third business day after the date of such mailing.
2.2. Successors and Assigns
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties.
2.3. Entire Agreement; Amendment and Waiver
This Agreement constitutes the entire understandings of the parties hereto
and supersede all prior agreements or understandings with respect to the subject
matter hereof among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of each of the parties hereto.
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2.4. Governing Law; Submission to Jurisdiction
(a) This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of New York applicable to contracts made and
to be performed entirely within such State, excluding choice-of-law principles
of the law of such State that would require the application of the laws of a
jurisdiction other than such State. Any legal action or proceeding with respect
to this Agreement may be brought in the courts of the State of New York or of
the United States for the Southern District of New York, and, by execution and
delivery of this Agreement, each party hereto irrevocably accepts for itself and
in respect of its property, generally and unconditionally, the jurisdiction of
the aforesaid courts. The Company hereby irrevocably designates, appoints and
empowers CT Corporation System, with offices on the date hereof at 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to
receive, accept and acknowledge for and on its behalf, and in respect of its
property, service of any and all legal process, summons, notices and documents
which may be served in any such action or proceeding. If for any reason such
designee, appointee and agent shall cease to be available to act as such, the
Company agrees to designate a new designee, appointee and agent in New York
City. Each party hereto irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, at the
address of such party set forth in Section 2.1(a) hereof, such service to become
effective thirty (30) days after such mailing.
(b) Each party hereto hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the
courts referred to in clause (a) above and hereby further irrevocably waives and
agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.
2.5. Paragraph and Section Headings
The headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
thereof.
2.6. Counterparts
This Agreement may be executed in one or more counterparts each of which
shall be deemed an original and all of which together shall be considered one
and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
PAGING NETWORK DO BRASIL, S.A.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
WARBURG, XXXXXX VENTURES, L.P.
By: WARBURG, XXXXXX & CO.,
General Partner
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Partner
15
PAGING INTERNATIONAL NETWORK, N.V.
By: /s/ Xxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxx Xxxxxxx Xxxxx
Title: Attorney-in-fact
IVP PAGING (CAYMAN), L.P.
By: IVP - International Venture Partners, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
MULTIPONTO TELECOMUNICACOES LTDA.
By: /s/ Xxxxxxx Xxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx Xxxxxxxx
Title: Attorney-in-fact
TVA SISTEMA DE TELEVISAO S.A.
By: /s/ Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxx Xxxxxx
Title: Attorneys-in-fact
16
