FIRST AMENDMENT TO REGISTRATION AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION AGREEMENT (the "Amendment") is made as
of June 10, 1994, by and among United USN, Inc., a Delaware corporation (the
"Company"), CIBC Wood Gundy Ventures, Inc., a Delaware corporation ("CIBC"),
Chemical Venture Capital Associates, a California limited partnership
("Chemical"), and Xxxxxxx Venture Partners IV - Direct Fund L.P., a Delaware
limited partnership ("Xxxxxxx" and, collectively with CIBC and Chemical, the
"Investors"), and amends that certain Registration Agreement dated as of April
20, 1994 by and among the Company, CIBC and Chemical (the "Registration
Agreement").
The parties to this Amendment are parties to a First Amendment to Purchase
Agreement of even date herewith amending the Purchase Agreement dated April 20,
1994 (collectively with the First Amendment, the "Purchase Agreement"). In order
to induce Xxxxxxx to enter into the Purchase Agreement, the Company has agreed
to provide the registration rights set forth in the Registration Agreement, as
amended hereby.
The parties hereto agree as follows:
1. Xxxxxxx, CIBC, Chemical and the Company hereby agree that by their
execution of this Amendment Xxxxxxx shall become a party to, be entitled to all
registration rights under and be bound by the terms and provisions of the
Registration Agreement, as amended hereby, and the term "Investors" as used in
the Registration Agreement, as amended hereby, shall be deemed to include
Xxxxxxx.
2. The parties hereby acknowledge and agree that the term "Registrable
Securities" as used in the Registration Agreement shall include the Investor
Common Stock (as defined in the Purchase Agreement) acquired by Xxxxxxx pursuant
to the Purchase Agreement.
* * * * *
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
UNITED USN, INC.
/s/ Xxxxxx X. Xxxxxxxxxxx
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By: Xxxxxx X. Xxxxxxxxxxx
Its: Chief Executive Officer
CIBC WOOD GUNDY VENTURES, INC.
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Its: President
CHEMICAL VENTURE CAPITAL ASSOCIATES
/s/ Xxxxxx X. Xxxxxxx, Xx.
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By:
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Its:
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XXXXXXX VENTURE PARTNERS IV - DIRECT
FUND L.P.
By: BACK BAY PARTNERS XII L.P.
By: XXXXXXX VENTURE PARTNERS, INC.
/s/ Xxxxxxx X. Xxxxxxxx
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By:
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Its:
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