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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of July 15, 1999, by and between RETAIL DISTRIBUTORS, INC., a
Delaware corporation ("RDI"), and SHARED TECHNOLOGIES CELLULAR, INC., a Delaware
corporation (the "Company").
RECITALS:
A. Simultaneously with the execution and delivery of this Agreement,
the Company and RDI have entered into (i) a Stock Purchase Agreement whereby the
Company has issued to RDI 150,000 shares (the "Issued Shares") of common stock,
par value $.01 per share, of the Company (the "Common Stock") in exchange for
all of the issued and outstanding shares of common stock of Retail Cellular,
Inc. owned by RDI and (ii) a Service Agreement, whereby the Company, upon RDI's
achievement of certain performance milestones as more particularly set forth
therein, will issue to RDI warrants (the "Warrants") to purchase shares of
Common Stock, and whereby further, the Company may issue to RDI additional
shares of Common Stock in consideration for services to be rendered by RDI (the
"Service Shares"); and
B. The Issued Shares, the Warrants and the Service Shares will be
issued to RDI without registration under the Securities Act of 1933, as amended,
and applicable state securities laws, and the Company and RDI desire to provide
hereunder for the registration of the shares of Common Stock issued pursuant to
the Stock Purchase Agreement and the Service Agreement and issuable upon
exercise of the Warrants.
NOW, THEREFORE, in consideration of the premises and the mutual
independent covenants contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following capitalized
terms have the meanings set forth below:
Applicable Period -- In the case of a Shelf Registration
Statement, the period referred to in Section 2.1(b)(ii), and in the
case of any other Registration Statement, nine (9) months or such
shorter period as is necessary to complete the distribution of the
Registrable Securities covered thereby.
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Conversion Shares -- The shares of Common Stock issued to
Qualified Holders upon exercise of the Warrants and any shares of
Common Stock issued as a stock dividend or in a stock split or in
connection with any other stock combination or division in respect of
the Conversion Shares issued upon such conversion and/or exercise.
Demand - As defined in Section 2.1(b)(i) hereof.
Exchange Act - The Securities Exchange Act of 1934, as
amended, or similar federal statute then in effect, and a reference to
a particular section thereof or regulation thereunder shall be deemed
to include a reference to the comparable section, if any, of, or
regulation, if any, under, any such similar federal statute.
Issued Shares - The 150,000 shares of Common Stock issued to
RDI pursuant to the Stock Purchase Agreement.
Majority Holders -- Qualified Holders holding sixty-seven
percent (67%) of the Registrable Securities included in a Shelf
Registration Statement.
Notice of Demand -- As defined in Section 2.1(b)(i) hereof.
Person - An individual, partnership, joint venture,
corporation, trust, unincorporated organization or government or any
department or agency thereof.
Piggy-back Registration - A registration of Conversion Shares
and/or Service Shares pursuant to Section 2.1(c) hereof.
Prior S-3 - The Registration Statement on Form S-3 filed by
the Company with the SEC on March 8, 1999 relating to the resale of up
to 4,980,000 shares of Common Stock by the selling stockholders named
therein.
Prospectus -- The prospectus included in a Registration
Statement, including any preliminary prospectus, and any such
Prospectus as amended or supplemented by any prospectus supplement with
respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and by all other
amendments and supplements to such Prospectus, including post-effective
amendments, and in each case including all exhibits thereto and all
material incorporated by reference therein.
Qualified Holder - RDI so long as it holds any of the Issued
Shares, Conversion Shares or Service Shares and any officer, director
or employee of RDI to whom RDI or a successor-in-interest (such
successor-in-interest also to be deemed for purposes hereof a Qualified
Holder) transfers such Issued Shares, Conversion Shares or Service
Shares.
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Registrable Securities - The Issued Shares and any Conversion
Shares and Service Shares issued to, and held by, a Qualified Holder.
As to any Registrable Securities, once issued such securities shall
cease to be Registrable Securities when: (i) a Registration Statement
with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement or, if earlier, when
the Applicable Period shall have expired with respect to such
securities; (ii) they are eligible to be distributed to the public
pursuant to Rule 144(k) (or any successor provision) under the
Securities Act; (iii) new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company
and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any similar state law
then in force; or (iv) they shall have ceased to be outstanding.
Registration Statement -- A Shelf Registration Statement, any
registration statement registering shares held by Qualified Holders
pursuant to Section 2.1(c) hereof and all amendments and supplements to
any such Registration Statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.
SEC -- The Securities and Exchange Commission.
Securities Act -- The Securities Act of 1933, as amended, or
similar federal statute then in effect, and a reference to a particular
section thereof or regulation thereunder shall be deemed to include a
reference to the comparable section, if any, of, or regulation, if any,
under, such similar federal statute.
Seller - As defined in Section 2.1(h) hereof.
Shelf Registration -- A registration required to be effected
pursuant to Section 2.1(a) or (b).
Shelf Registration Statement -- A "shelf" registration
statement of the Company pursuant to the provisions of Section 2.1(a)
or (b) of this Agreement which covers Registrable Securities and is
filed on Form S-3 under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference
therein.
Underwriter -- A person who acts as an underwriter with
respect to any registration of securities pursuant to this Agreement.
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Underwritten Offering -- A sale of securities of the Company
to an Underwriter or Underwriters for reoffering to the public.
ARTICLE 2
REGISTRATION RIGHTS
2.1 Registration.
(1) Shelf Registration of Issued Shares. On or before
the thirtieth (30th) day following the date that the Prior S-3 is declared
effective by the SEC, but in any event on or before the one hundred twentieth
(120th) day following the date hereof, the Company will prepare and file with
the SEC a Shelf Registration Statement covering the resale of the Issued Shares,
and will use its reasonable best efforts to effect as expeditiously as
reasonably possible a Shelf Registration of the Issued Shares. The agreements of
the Company set forth in Section 2.2(b)(ii) shall apply equally to such Shelf
Registration Statement.
(2) Shelf Registration of Conversion Shares.
(1) At any time from and after the date of filing the
Shelf Registration Statement described in Section 2.1(a) until the third (3rd)
anniversary of the later of the initial issuance of the Warrants or the Service
Shares, one (1) or more Qualified Holders holding in the aggregate at least the
number of Conversion Shares and Service Shares equal to fifty percent (50%) of
the Conversion Shares and Service Shares that may or have been issued (as
adjusted for stock splits, stock dividends, reverse stock splits or any other
combination or division of the Conversion Shares) will be entitled to deliver to
the Company, on two (2) occasions, a written notice (a "Demand") requesting a
Shelf Registration. Upon receipt of a Demand, the Company will deliver to each
Qualified Holder a written notice (the "Notice of Demand") which shall include a
copy of the Demand, together with a statement to the effect that the Company
will include all Registrable Securities in a Shelf Registration pursuant to this
Section 2.1(b) unless the Company receives, by a date specified in the Notice of
Demand (which date shall be no less than twenty (20) days following the delivery
of such Notice of Demand), a notice from a Qualified Holder to exclude all or a
portion of such Qualified Holder's Registrable Securities from such Shelf
Registration. Following receipt of a Demand, the Company shall, as expeditiously
as reasonably possible, use its reasonable best efforts to effect a Shelf
Registration of all Registrable Securities except: (i) those which a Qualified
Holder has on a timely basis requested to be excluded from such Shelf
Registration, and (ii) those of any Qualified Holder that does not provide
information reasonably requested by the Company in connection with the Shelf
Registration Statement. The Company may, at its option, include in such Shelf
Registration Statement shares held by any shareholder other than the Qualified
Holders having rights similar to those contained in this Section 2.1(b). It is
understood and agreed that the Qualified Holders may use one (1) Demand provided
in this Section 2(b)(i) to request that the Conversion Shares and Service Shares
then held by such Qualified Holders at the time of the Demand be included in the
Registration Statement to be filed with the SEC pursuant to Section 2.2(a).
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(2) The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective for a
period of eighteen (18) months following the date on which such Shelf
Registration Statement is initially declared effective, or such shorter period
which will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration.
(3) The Company shall not be obligated to take any
action to effect any registration pursuant to this Section 2.1(b) if the Company
shall furnish to the Qualified Holders a certificate signed by the President of
the Company, stating that in the good faith judgment of the Board of Directors
of the Company it would be detrimental to the Company and its stockholders for
such Shelf Registration Statement to be filed at the date filing would be
required, in which case the Company shall have an additional period of not more
than 90 days within which to file such Shelf Registration Statement.
(3) Piggy-back Registration.
(1) If the Company at any time prior to the third (3rd)
anniversary of the later of original issuance of the Warrants or the Service
Shares proposes to register any of its securities for an Underwritten Offering
under the Securities Act (other than pursuant to a Shelf Registration), whether
or not for sale for its own account, and if the registration form proposed to be
used may be used for the registration of Registrable Securities, the Company
will each such time give prompt written notice to all Qualified Holders of its
intention to do so. Upon the written request of any such Qualified Holder made
within thirty (30) days after the receipt of any such notice (which request
shall specify the Registrable Securities intended to be disposed of by such
Qualified Holder), the Company will use its reasonable best efforts to cause all
such Registrable Securities as to which Qualified Holders requested registration
to be registered under the Securities Act (with the securities which the Company
at the time proposes to register), so as to permit the sale or other disposition
by such Qualified Holders of such Registrable Securities.
(2) No registration effected pursuant to this Section
2.1(c) shall be deemed to have been effected pursuant to Section 2.1(b) hereof.
(3) Notwithstanding anything to the contrary in this
Section 2.1(c), the Company shall have the right to discontinue any Piggy-back
Registration at any time prior to the effective date of such Piggy-back
Registration if the registration of other securities giving rise to such
Piggy-back Registration is discontinued; provided, that no such discontinuation
shall preclude an immediate or subsequent request for a Shelf Registration.
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(4) Registration Procedures. If the Company is required
by the provisions of this Section 2.1 to use its reasonable best efforts to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Section, the Company will, as expeditiously
as possible:
(1) prepare and file with the SEC a Registration
Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such registration statement to become and remain effective
during the Applicable Period; in the case of a Shelf Registration Statement,
such Registration Statement shall be (A) reasonably acceptable to special
counsel for the Qualified Holders and (B) available for the sale of Registrable
Securities in accordance with the intended method or methods of distribution of
the selling Qualified Holders (subject to the limitation set forth in Section
2.1(b)(iii) hereof), which such method or methods shall be reasonably acceptable
to the Company;
(2) prepare and file with the SEC such amendments
and supplements to such Registration Statement as may be necessary to keep such
Registration Statement effective for the Applicable Period and to comply with
the provisions of the Securities Act with respect to the sale or other
disposition of all securities covered by such Registration Statement during the
Applicable Period in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such Registration Statement;
(3) furnish to each seller of such Registrable
Securities and, in the case of an Underwritten Offering, each Underwriter of the
securities being sold by such seller, such number of copies of such Registration
Statement, such number of copies of the Prospectus included in such Registration
Statement and such other documents as such seller and Underwriter may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities owned by such seller (including any Prospectus amended or
supplemented as set forth in Section 2.1(d)(vi));
(4) use its reasonable best efforts to register or
qualify such Registrable Securities covered by such Registration Statement under
such other securities or "blue-sky laws", so-called, of such jurisdictions as
any seller and each Underwriter of the securities being sold by such seller
shall reasonably request, and do any and all other acts and things which may be
necessary or advisable to enable such seller and underwriter to consummate the
disposition in such jurisdictions of such Registrable Securities owned by such
seller; provided, that the Company shall not for any such purpose be required to
(A) qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this Section
2.1(d)(iv) be obligated to be qualified, (B) subject itself to taxation in any
such jurisdiction, (C) to consent to general service of process in any such
jurisdictions, or (D) register or qualify such Registrable Securities in more
than ten (10) states; (1)
(5) use its reasonable best efforts to cause such
Registrable Securities covered by such registration statement to be registered
with or approved by such other
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governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities;
(6) notify each seller of any such Registrable
Securities covered by such Registration Statement: (i) of the issuance by the
SEC or any state securities authority of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any
proceedings for that purpose, (ii) of receipt of notification with respect to
the suspension of the qualification of the Registrable Securities for offer or
sale in any jurisdiction or the initiation of any proceeding for such purpose,
(iii) at any time when a Prospectus relating thereto is required to be delivered
under the Securities Act, of the Company's becoming aware that the Prospectus
included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits 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 (other than a fact relating to such
seller), and as promptly as practicable use its reasonable best efforts to
prepare a Prospectus supplemented or amended so that, as thereafter delivered to
the purchasers of such Registrable 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 then existing;
(7) otherwise use its reasonable best efforts to
comply with federal and state laws and all applicable rules and regulations of
the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement which shall satisfy the provisions of Section
11(a) of the Securities Act;
(8) use its reasonable best efforts (A) to cause all
such Registrable Securities covered by such Registration Statement to be listed
on each securities exchange on which similar securities issued by the Company
are then listed, if the listing of such Registrable Securities is then permitted
under the rules of such exchange or (B) to secure the listing of all such
Registrable Securities covered by such registration statement on the NASDAQ
SmallCap Market or the NASDAQ National Market System and, without limiting the
generality of the foregoing, to arrange for at least two (2) market makers to
register as such with respect to such Registrable Securities with the National
Association of Securities Dealers;
(9) provide a transfer agent and registrar for all
such Registrable Securities covered by such registration statement not later
than the effective date of such registration statement;
(10) make available for inspection by any seller of
such Registrable Securities covered by such Registration Statement, by any
Underwriter participating in any disposition to be effected pursuant to such
Registration Statement and by any attorney, accountant or other agent retained
by any such seller or any such Underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and
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cause all of the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement; provided,
however, that all such persons shall agree to standard confidentiality
provisions regarding all such records, documents and information; and
(11) permit any holder of Registrable Securities
which holder, in the sole and exclusive judgment, exercised in good faith, of
such holder, might be deemed to be a controlling person of the Company, to
participate in the preparation of such registration or comparable statement.
Each Qualified Holder shall be deemed to have agreed by including Registrable
Securities in a Registration Statement that upon receipt of any notice from the
Company of the happening of any event of the kind described in Section
2.1(d)(vi) hereof, such Qualified Holder will forthwith discontinue such
Qualified Holder's disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such Qualified
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.1(d)(vi) hereof and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Qualified Holder's possession of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. In the event the Company shall give any such notice, the
Applicable Period shall be extended by the number of days during the period from
and including the date of the giving of such notice to and including the date
when each seller of any Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 2.1(d)(vi) hereof.
If any Registration Statement, Prospectus or comparable statement
refers to any holder by name or otherwise as the holder of any securities of the
Company, then (whether or not, in the sole and exclusive judgment, exercised in
good faith, of such holder, such holder is or might be deemed to be a
controlling person of the Company) such holder shall have the right to require:
(i) the insertion therein of language, in form and substance reasonably
satisfactory to such holder and presented to the Company in writing, to the
effect that the holding of such holder of such securities is not to be construed
as a recommendation by such holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such holder
will assist in meeting any future financial requirements of the Company, or (ii)
in the event that such reference to such holder by name or otherwise is not
required by the Securities Act or any similar federal or state statute then in
force, the deletion of the reference to such holder. Each seller shall provide
to the Company in writing information concerning itself required by law to be
included in any Registration Statement registering shares held by such seller.
(5) Registration Expenses. The Company shall, whether or not any Shelf
Registration or Piggy-back Registration shall become effective, pay all expenses
incident to its performance of or compliance with this Section in connection
with a Shelf Registration or Piggy-back Registration, including without
limitation all registration and filing fees, fees and
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expenses of compliance with securities or blue sky laws (subject to the
limitation set forth in Section 2.1(d)(iv) hereof), printing expenses, messenger
and delivery expenses, fees and disbursements of counsel for the Company and all
independent public accountants and other persons retained by the Company;
provided, however, that the Company shall bear no responsibility for any fees or
disbursements of any counsel for any seller, any fees or disbursements of any
underwriter or any underwriting commissions and discounts. In all cases, any
allocation of Company personnel or other general overhead expenses of the
Company or other expenses for the preparation of financial statements or other
data normally prepared by the Company in the ordinary course of its business
shall be borne by the Company.
(6) Indemnification and Contribution. The Company hereby indemnifies,
to the extent permitted by law, each Qualified Holder, its officers, directors,
employees, agents and representatives, if any, and each Person, if any, that
"controls" such Qualified Holder within the meaning of Section 15 of the
Securities Act, against all losses, claims, damages, liabilities (or proceedings
in respect thereof) and expenses (under the Securities Act or common law or
otherwise), joint or several, caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or caused by 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, except insofar as such losses,
claims, damages, liabilities (or proceedings in respect thereof) or expenses are
caused by any untrue statement or alleged untrue statement contained in or by
any omission or alleged omission from information respecting such Qualified
Holder furnished in writing to the Company by such Qualified Holder expressly
for use therein. In connection with any Registration Statement with respect to
Registrable Securities held by a Qualified Holder, each such Qualified Holder
will furnish to the Company in writing such information respecting such
Qualified Holder as shall be reasonably requested by the Company for use in any
such Registration Statement or Prospectus and will indemnify, to the extent
permitted by law, the Company, its officers, directors, employees, agents and
representatives and each Person, if any, that "controls" the Company within the
meaning of Section 15 of the Securities Act, against any losses, claims,
damages, liabilities (or proceedings in respect thereof) and expenses resulting
from any untrue statement or alleged untrue statement of a material fact or any
omission or alleged omission of a material fact required to be stated in the
Registration Statement or Prospectus or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement is contained
in or such omission is from information so furnished in writing by such
Qualified Holder expressly for use therein. Any Person entitled to
indemnification under the provisions of this Section 2.1(f) shall: (i) give
prompt notice to the indemnifying party of any claim with respect to which it
seeks indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, permit such indemnifying party to
assume the defense of such claim, with counsel reasonably satisfactory to the
indemnified party; and if such defense is so assumed, such indemnifying party
shall not enter into any settlement without the consent of the indemnified party
if such settlement attributes liability to the indemnified party and such
indemnifying party
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shall not be subject to any liability for any such settlement made without its
consent (which consent shall not be unreasonably withheld). In the event an
indemnifying party shall not be entitled, or elects not, to assume the defense
of a claim, such indemnifying party shall not be obligated to pay the fees and
expenses of more than one counsel or firm of counsel for all parties indemnified
by such indemnifying party in respect of such claim, unless in the reasonable
judgment of any such indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties in respect to
such claim. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of a participating Qualified Holder, its
officers, directors or any Person, if any, who controls such Qualified Holder as
aforesaid, and shall survive the transfer of such securities by such Qualified
Holder.
If for any reason the foregoing indemnity is unavailable, or is insufficient to
hold harmless an indemnified party, then the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities or expenses (x) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and the indemnified party on the other or (y) if the allocation
provided by clause (x) above is not permitted by applicable law or provides a
lesser sum to the indemnified party than the amount hereinafter calculated, in
such proportion as is appropriate to reflect not only the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other but also the relative fault of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations.
Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(7) Certain Limitations on Registration Rights. In the case of a
Piggy-back Registration, if the Company or holders of securities initially
requesting or demanding such registration have determined to enter into an
underwriting agreement in connection therewith, all Registrable Securities to be
included in such registration shall be subject to such underwriting agreement,
and no Person may participate in such registration unless such Person agrees to
sell such Person's securities on the basis provided in the underwriting
arrangements approved by the Company or such holders and completes and/or
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other reasonable documents which must be executed under the terms
of such underwriting arrangements.
(8) Allocation of Securities Included in Registration Statement. In the
case of an Underwritten Offering, if the managing Underwriter shall advise the
Company and the Qualified Holders in writing that the inclusion in any
registration pursuant to this Section of some or all of the Registrable
Securities sought to be registered by the holders requesting such registration
creates a substantial risk that the proceeds or price per unit either the
Company or the holders of securities who have demanded such Underwritten
Offering will derive from such registration will be reduced or that the number
of securities to be registered (including those
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sought to be registered at the instance of the Company and any other party
entitled to participate in such registration as well as those sought to be
registered by the Qualified Holders) is too large a number to be reasonably
sold, then the number of Registrable Securities sought to be registered by each
Seller (as defined below) shall be reduced pro rata in proportion to the number
of securities sought to be registered by all Sellers to the extent necessary to
reduce the number of securities to be registered to the number recommended by
the managing underwriter.
For purposes of this Section 2.1(h), the term "Seller" shall mean and
include each holder of securities (including, but not limited to, Registrable
Securities) entitled to participate in the subject registration pursuant to
contractual piggy back registration rights held by such holder.
(9) Limitations on Sale or Distribution of Other Securities. Each
holder of Registrable Securities shall be deemed to have agreed by the inclusion
of Registrable Securities in a Registration Statement not to effect any public
sale or distribution, including (if requested by the Underwriter) any sale
pursuant to Rule 144 under the Securities Act, of any Registrable Securities,
and to use such holder's best efforts not to effect any public sale or
distribution of any other equity security of the Company or of any security
convertible into or exchangeable or exercisable for any equity security of the
Company (other than as part of such underwritten public offering) within seven
(7) days before or ninety (90) days (or such other period to which the
Underwriters of such offering may consent) after the effective date of any
Registration Statement filed by the Company pursuant to this Article II or
otherwise.
2.2 Rule 144. The Company covenants that it will timely file the
reports required to be filed by it under the Securities Act or the Exchange Act
(including but not limited to the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(l) of Rule 144 adopted by the SEC
under the Securities Act) and the rules and regulations adopted by the SEC
thereunder (or, if the Company is not required to file such reports, will, upon
the request of any Qualified Holder, make publicly available such information),
and will take such further action as any Qualified Holder may reasonably
request, all to the extent required from time to time to enable such Qualified
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by: (i) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any
Qualified Holder, the Company will deliver to such Qualified Holder a written
statement as to whether it has complied with such requirements.
ARTICLE 3
MISCELLANEOUS
3.1 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of the Majority
Holders; provided, that no amendment, modification
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or supplement or waiver or consent to the departure with respect to the
provisions of Sections 2.1(b) or 2.1(f) hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such Holder
of Registrable Securities.
3.2 Successors, Assigns and Transferees. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective representatives, administrators, heirs, successors and assigns, as
applicable, including, without limitation and without the need for an express
assignment, subsequent Qualified Holders. If any successor, assignee or
transferee of any Qualified Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be entitled to receive the
benefits hereof and shall be conclusively deemed to have agreed to be bound by
all of the terms and provisions hereof.
3.3 Notices. All notices and other communications provided for
hereunder shall be in writing and shall be sent by certified mail or reputable
overnight courier or hand delivery, in each case postage or charges prepaid:
if to the Company, to:
Shared Technologies Cellular, Inc.
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Legal Department
if to RDI, to:
Retail Distributors, Inc.
000 Xxxx Xxxxxxxx Xxxx Xxxx
Xxxx Xxxxx, XX 00000
Attention: Xxxx Xxxxxx, General Counsel
or such other address as shall be furnished in writing by any party in
accordance with this Section 3.3 and any such notice or communication shall be
deemed effective as of the date so given.
3.4 Descriptive Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
3.5 Severability. In the event that any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of such provision, paragraph, word, clause, phrase or sentence in
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every other respect and of the remaining provisions, paragraphs, words, clauses,
phrases or sentences hereof shall not be in any way impaired, it being intended
that all rights, powers and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.
3.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
3.7 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Connecticut, without
regard to the conflicts of laws rules thereof.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
hereby have executed this Registration Rights Agreement as of the date first
above written.
RETAIL DISTRIBUTORS, INC.
By: /s/ Xxx X. Xxxxxxx
----------------------
Name: Xxx X. Xxxxxxx
Title: President
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
------------------------
Name: Xxxxxxx XxXxxxxxxx
Title: CFO
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