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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 28,
1999, by and among Shared Technologies Cellular, Inc., a Delaware corporation
(the "Company"), and each of the entities whose names appear on the signature
pages hereof. Such entities are each referred to herein as a "Purchaser" and,
collectively, as the "Purchasers".
The Company has agreed, on the terms and subject to the conditions set
forth in the Securities Purchase Agreement of even date herewith (the
"Securities Purchase Agreement"), to issue and sell to each Purchaser shares
(the "Preferred Shares") of the Company's Series C Convertible Preferred Stock,
par value $.01 per share (the "Preferred Stock"), and a Warrant (each, a
"Warrant" and, when taken together with all of the warrants issued pursuant to
the Securities Purchase Agreement, the "Warrants") entitling the holder thereof
to purchase shares (the "Warrant Shares") of Common Stock. The Preferred Shares
are convertible pursuant to a Certificate of Designation (the "Certificate of
Designation") into shares (the "Conversion Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock"). In order to induce the
Purchasers to enter into the Securities Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933,
as amended (the "Securities Act"), and under applicable state securities laws.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Securities Purchase Agreement.
In consideration of each Purchaser entering into the Securities Purchase
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the
meanings specified:
(a) "Business Day", "Closing" and "Closing Date" shall have the
respective meanings specified in the Securities Purchase Agreement;
(b) "Holder" means any person owning or having the right to acquire,
through conversion of Preferred Shares or exercise of the Warrants,
or through the exercise or conversion of any securities issued to
such Holder in exchange for the Preferred Shares or Warrant,
including without limitation any securities issued to a Holder
pursuant to a Preemptive Exchange (as defined in the Certificate of
Designation), Registrable Securities, including initially each
Purchaser and thereafter any permitted assignee thereof;
(c) "Filing Deadline" means the thirtieth (30th) day following the
Closing Date;
(d) "Register", "registered" and "registration" refer to a
registration effected by
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preparing and filing a registration statement or statements in
compliance with the Securities Act and pursuant to Rule 415 under
the Securities Act ("Rule 415") or any successor rule providing for
the offering of securities on a continuous or delayed basis
("Registration Statement"), and the declaration or ordering of
effectiveness of the Registration Statement by the Securities and
Exchange Commission (the "Commission");
(e) "Registration Deadline" means the sixtieth (60th) day following
the earlier to occur of (i) the date on which the Registration
Statement is filed with the Commission and (ii) the Filing Deadline;
(f) "Registrable Securities" means the Conversion Shares and the
Warrant Shares (each as defined in the Certificate of Designation),
and any other shares of Common Stock issuable pursuant to the terms
of the Preferred Stock or the Warrants, or pursuant to any
securities issued to a Holder in exchange for Preferred Stock or
Warrants, including without limitation any securities issued to a
Holder pursuant to a Preemptive Exchange (as defined in the
Certificate of Designation) whether as a payment of a redemption
price or otherwise, and any shares of capital stock issued or
issuable from time to time (with any adjustments) in replacement of,
in exchange for or otherwise in respect of the Conversion Shares,
the Warrant Shares or such other shares, including without
limitation any securities received by a Holder in connection with an
Exchange Transaction (as defined in the Certificate of Designation);
and
(g) "Blackout Period" means any period of one or more Business Days,
not to exceed ten (10) Business Days in any period of twelve
consecutive months, with respect to which (i) the Board of Directors
determines in good faith that, as a result of a transaction that the
Company is then considering, the Registration Statement or the
related prospectus contains an untrue statement of material fact or
omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading and (ii) the Corporation delivers notice thereof to
each Holder.
2. MANDATORY REGISTRATION.
(a) On or before the Filing Deadline, the Company shall prepare and
file with the Commission a Registration Statement on Form S-3 as a "shelf"
registration statement under Rule 415 covering the resale of at least 4,500,000
shares of Registrable Securities (such number subject to equitable adjustment
for the events specified in Section 6 of the Certificate of Designation) then
issuable on conversion of the Preferred Shares and exercise of the Warrants. The
Registration Statement shall state, to the extent permitted by Rule 416 under
the Securities Act, that it also covers such indeterminate number of shares of
Common Stock as may be required to effect conversion of the Preferred Shares or
exercise of the Warrants, as the case may be, to prevent dilution resulting from
stock splits, stock dividends or similar events. The amount of Registrable
Securities registered pursuant
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to this paragraph (a) shall be allocated among the Holder in same proportion as
the number of Preferred Shares purchased by each Holder under the Stock Purchase
Agreement bears to the aggregate number of Preferred Shares purchased by all of
the Holders thereunder; and any increase to the number of Registrable Securities
registered pursuant to this Agreement shall be allocated among the Holders in
same proportion as the number of Registrable Securities issuable to each Holder
upon conversion of the Preferred Shares and exercise of the Warrants held by
such Holder at the time of such increase (assuming for such purpose that such
conversion or exercise were to occur as of the time of such increase and without
regard to any restriction or limitation on such conversion or exercise) bears to
the aggregate number of Registrable Securities issuable to all of the Holders
upon conversion of the Preferred Shares and exercise of the Warrants held by
such Holders at the time of such increase (assuming for such purpose that such
conversion or exercise were to occur as of the time of such increase and without
regard to any restriction or limitation on such conversion or exercise). The
amount of registered Registrable Securities that is allocated to a Holder as
provided herein is referred to herein as such Holder's "Allocated Registered
Amount".
(b) The Company shall use its best efforts to cause the Registration
Statement to become effective as soon as practicable following the filing
thereof, but in no event later than the Registration Deadline. The Company shall
respond promptly to any and all comments made by the staff of the Commission on
the Registration Statement (but in no event later than ten (10) Business Days
following the Company's receipt thereof), and shall submit to the Commission,
within one (1) Business Day after the Company learns that no review of the
Registration Statement will be made by the staff of the Commission or that the
staff of the Commission has no further comments on the Registration Statement,
as the case may be, a request for acceleration of the effectiveness of the
Registration Statement to a time and date not later than forty eight (48) hours
after the submission of such request, and maintain the effectiveness of the
Registration Statement until the earlier to occur of (i) the date on which all
of the Registrable Securities have been sold pursuant to the Registration
Statement and (ii) the date on which all of the remaining Registrable Securities
(in the reasonable opinion of counsel to the Holders of a majority of the
Registrable Securities then outstanding) may be immediately sold to the public
without registration and without regard to the amount of Registrable Securities
which may be sold by a Holder thereof at a given time (the "Registration
Period").
(c) If (A) the Registration Statement is not filed on or before the
Filing Deadline or declared effective by the Commission on or before the
Registration Deadline, (B) after the Registration Statement has been declared
effective by the Commission, sales of Registrable Securities cannot be made by a
Holder under the Registration Statement for any reason not within the exclusive
control of such Holder (other than such Registrable Securities as are then
freely saleable pursuant to Rule 144(k) under the Securities Act and other than
during a Blackout Period), or (C) the Common Stock is not listed and freely
tradeable on the Nasdaq SmallCap Market, the Nasdaq National Market System or
the New York Stock Exchange (each of (A), (B) or (C) being referred to herein as
a "Default Event"), and the such Default Event occurs as a result of any willful
action or willful failure to act on the part of the Company, the Company shall
pay to each Holder an amount equal to the lesser of (x) one percent (1%) per
thirty calendar day period (prorated for any period of less than thirty calendar
days) and (y) the highest rate permitted by applicable law, times the aggregate
Liquidation Preference (as defined in the
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Certificate of Designation) of the Preferred Shares held by such Holder,
accruing daily and compounded monthly, from the date on which a Default Event
occurs until the date on which such Default Event and any and all other Default
Events have been cured and are no longer continuing. The amounts paid or payable
by the Company hereunder shall be in addition to any other remedies available to
each Holder at law or in equity or pursuant to the terms hereof, any other
Transaction Document or the Certificate of Designation. Payments of cash
pursuant hereto shall be made within five (5) days after the end of each period
that gives rise to such obligation, provided that, if any such period extends
for more than thirty (30) calendar days, payments shall be made at the end of
each thirty-day period.
(d) In the event that (A) the Registration Statement is not declared
effective by the sixtieth (60th) Business Day following the Registration
Deadline, (B) after the Registration Statement has been declared effective by
the Commission, sales of Registrable Securities cannot be made by a Holder under
the Registration Statement for any reason not within the exclusive control of
such Holder (other than such Registrable Securities as are then freely saleable
pursuant to Rule 144(k) under the Securities Act and other than during a
Blackout Period), or (C) the Common Stock is not listed and freely tradeable on
the Nasdaq SmallCap Market, the Nasdaq National Market System or the New York
Stock Exchange (each event described in clause (A), (B) or (C) being hereinafter
referred to as a "Repricing Event"), in addition to the amounts which may be
payable pursuant to paragraph 2(c) above (and any other remedies available to
the Holders), the Fixed Conversion Price (as defined in the Certificate of
Designation) for any conversion of Preferred Shares occurring on a Conversion
Date (as defined in the Certificate of Designation) following the occurrence of
such Repricing Event shall be deemed to be equal to the lesser of (i) the lowest
Conversion Price (as defined in the Certificate of Designation) that would have
applied had such conversion occurred during the period between the date on which
a Repricing Event occurs and the date on which such Repricing Event and any and
all other Repricing Events have been cured and are no longer continuing and (ii)
the Fixed Conversion Price that would otherwise be in effect on such Conversion
Date.
3. OBLIGATIONS OF THE COMPANY.
In addition to performing its obligations hereunder, including without
limitation those pursuant to paragraphs 2(a) and 2(b) above, the Company shall:
(a) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to comply with the
provisions of the Securities Act or to maintain the effectiveness of the
Registration Statement during the Registration Period, or as may be reasonably
requested by a Holder in order to incorporate information concerning such Holder
or such Holder's intended method of distribution;
(b) in the event that a Holder's Allocated Registered Amount is
insufficient on any date to cover (i) the number of Registrable Securities
issuable to such Holder upon conversion of the Preferred Shares and exercise of
the Warrants held by such Holder (assuming for such purpose that such conversion
or exercise were to occur in full on each of such trading days without regard to
any
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restriction or limitation on such conversion or exercise, other than the
limitation pursuant represented by the Conversion Limit Amount (as defined in
the Certificate)), plus (ii) the number of Registrable Securities issued to such
Holder and which remain unsold, the Company shall promptly amend the
Registration Statement, or file a new Registration Statement, or both, so as to
cover all of such Registrable Securities, in any event as soon as practicable,
but not later than the tenth Business Day following such date . Any Registration
Statement filed pursuant to this Section 3 shall state that, to the extent
permitted by Rule 416 under the Securities Act, such Registration Statement also
covers such indeterminate number of additional Registrable Securities as may be
required to effect conversion of the Preferred Shares or exercise of the
Warrants, as the case may be, to prevent dilution resulting from stock splits,
stock dividends or similar events. Unless and until such amendment or new
Registration Statement becomes effective, each Holder shall have the rights
described in Section 2 above;
(c) use its best efforts to secure the listing of all Registrable
Securities on the Nasdaq SmallCap Market, Nasdaq National Market System or the
New York Stock Exchange prior to the date on which the Registration Statement
relating to such Registrable Securities becomes effective;
(d) furnish to each Holder such number of copies of the prospectus
included in such Registration Statement, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such Holder may reasonably request in order to facilitate the disposition of
such Holder's Registrable Securities;
(e) use all commercially reasonable efforts to register or qualify
the Registrable Securities under the securities or "blue sky" laws of such
jurisdictions within the United States as shall be reasonably requested from
time to time by a Holder, and do any and all other acts or things which may be
necessary or advisable to enable such Holder to consummate the public sale or
other disposition of the Registrable Securities in such jurisdictions; provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such jurisdiction;
(f) in the event of an underwritten public offering of the
Registrable Securities, enter into and perform its obligations under an
underwriting agreement, in usual and customary form reasonably acceptable to the
Company, with the managing underwriter of such offering;
(g) notify each Holder immediately upon the occurrence of any event
as a result of which the prospectus included in such Registration Statement, as
then in effect, contains an untrue statement of material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and as promptly as practicable, prepare, file and furnish to each Holder a
reasonable number of copies of a supplement or an amendment to such prospectus
as may be necessary so that such prospectus does not contain an untrue statement
of material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing; and, in the event that the Company notifies the
Holders of the imposition of a Blackout Period, the Company shall notify each
Holder immediately upon the expiration of such Blackout Period;
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(h) use all commercially reasonable efforts to prevent the issuance
of any stop order or other order suspending the effectiveness of such
Registration Statement and, if such an order is issued, to obtain the withdrawal
thereof at the earliest possible time and to notify each Holder of the issuance
of such order and the resolution thereof;
(i) furnish to each Holder, on the date that such Registration
Statement becomes effective, a letter, dated such date, of outside counsel
representing the Company (and reasonably acceptable to such Holder) addressed to
such Holder, confirming the effectiveness of the Registration Statement and, to
the knowledge of such counsel, the absence of any stop order;
(j) provide each Holder and its representatives the opportunity to
conduct a reasonable inquiry of the Company's financial and other records during
normal business hours and make available its officers, directors and employees
for questions regarding information which such Holder may reasonably request in
order to fulfill any due diligence obligation on its part; and
(k) permit counsel for the Holders of a majority of the Registrable
Securities to review the Registration Statement and all amendments and
supplements thereto, and any comments made by the staff of the Commission and
the Company's responses thereto, a reasonable period of time prior to the filing
thereof with the Commission.
4. OBLIGATIONS OF EACH HOLDER.
In connection with the registration of the Registrable Securities pursuant
to the Registration Statement, each Holder shall:
(a) furnish to the Company such information regarding itself and the
intended method of disposition of Registrable Securities as the Company shall
reasonably request in order to effect the registration thereof;
(b) upon receipt of any notice from the Company of the happening of
any event of the kind described in paragraphs 3(g) or 3(h), immediately
discontinue any sale or other disposition of Registrable Securities pursuant to
the Registration Statement until the filing of an amendment or supplement as
described in paragraph 3(g) or withdrawal of the stop order referred to in
paragraph 4(h);
(c) in the event of an underwritten offering of the Registrable
Securities, enter into a customary and reasonable underwriting agreement and
execute such other documents as the managing underwriter for such offering may
reasonably request;
(d) to the extent required by applicable law, deliver a prospectus
to each purchaser of Registrable Securities; and
(e) notify the Company when it has sold all of the Registrable
Securities theretofore
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held by it.
5. INDEMNIFICATION.
In the event that any Registrable Securities are included in a
Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company shall indemnify and
hold harmless each Holder, the officers, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Securities Exchange Act
of 1934, as amended (the "1934 Act"), against any losses, claims, damages,
liabilities or reasonable out-of-pocket expenses (whether joint or several)
(collectively, including legal or other expenses reasonably incurred in
connection with investigating or defending same, "Losses"), insofar as any such
Losses arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in such Registration Statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The Company will reimburse such Holder, and each such
officer, director, employee, agent, representative or controlling person for any
legal or other expenses as reasonably incurred by any such entity or person in
connection with investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any Loss if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be obligated to
indemnify any person for any Loss to the extent that such Loss arises out of or
is based upon and in conformity with written information furnished by such
person expressly for use in such Registration Statement; and provided, further,
that the Company shall not be required to indemnify any person to the extent
that any Loss results from such person selling Registrable Securities (i) to a
person to whom there was not sent or given, at or prior to the written
confirmation of the sale of such shares, a copy of the prospectus, as most
recently amended or supplemented, if the Company has previously furnished or
made available copies thereof or (ii) during any period following written notice
by the Company to such Holder of an event described in Section 3(g) or 3(h).
(b) To the extent permitted by law, each Holder, acting severally
and not jointly, shall indemnify and hold harmless the Company, the officers,
directors, employees, agents and representatives of the Company, and each
person, if any, who controls the Company within the meaning of the Securities
Act or the 1934 Act, against any Losses to the extent (and only to the extent)
that any such Losses arise out of or are based upon and in conformity with
written information furnished by such Holder expressly for use in such
Registration Statement; and such Holder will reimburse any legal or other
expenses as reasonably incurred by the Company and any such officer, director,
employee, agent, representative, or controlling person, in connection with
investigating or defending any such Loss; provided, however, that the foregoing
indemnity shall not apply to amounts paid in settlement of any such Loss if such
settlement is effected without the consent of such Holder, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
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under this subsection 5(b) exceed the net purchase price of securities sold by
such Holder under the Registration Statement.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 5, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the reasonably incurred fees and expenses of one such counsel to
be paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate under
applicable standards of professional conduct due to actual or potential
conflicting interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, to the extent prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section 5 with respect to such action, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 5 or
with respect to any other action unless the indemnifying party is materially
prejudiced as a result of not receiving such notice.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 5 is unavailable or insufficient to hold harmless an indemnified
party for any reason, the Company and each Holder agree, severally and not
jointly, to contribute to the aggregate Losses to which the Company or such
Holder may be subject in such proportion as is appropriate to reflect the
relative fault of the Company and such Holder in connection with the statements
or omissions which resulted in such Losses; provided, however, that in no case
shall such Holder be responsible for any amount in excess of the net purchase
price of securities sold by it under the Registration Statement. Relative fault
shall be determined by reference to whether any alleged untrue statement or
omission relates to information provided by the Company or by such Holder. The
Company and each Holder agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), 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 is not
guilty of such fraudulent misrepresentation. For purposes of this Section 5,
each person who controls a Holder within the meaning of either the Securities
Act or the Exchange Act and each officer, director, employee, agent or
representative of such Holder shall have the same rights to contribution as such
Holder, and each person who controls the Company within the meaning of either
the Securities Act or the Exchange Act and each officer, director, employee,
agent or representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).
(e) The obligations of the Company and each Holder under this
Section 5 shall
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survive the conversion or redemption, if any, of the Preferred Shares, the
exercise of the Warrant, the completion of any offering of Registrable
Securities pursuant to a Registration Statement under this Agreement, or
otherwise.
6. REPORTS.
With a view to making available to each Holder the benefits of Rule 144
under the Securities Act ("Rule 144") and any other similar rule or regulation
of the Commission that may at any time permit such Holder to sell securities of
the Company 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;
(b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the 1934
Act; and
(c) furnish to such Holder, so long as such Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company, if true, that it has complied with the reporting requirements of Rule
144, the Securities Act and the 1934 Act, (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 availing such Holder of any rule or regulation of the Commission which
permits the selling of any such securities without registration.
7. MISCELLANEOUS.
(a) Expenses of Registration. All expenses, other than underwriting
discounts and commissions and fees and expenses of counsel to each Holder,
incurred in connection with the registrations, filings or qualifications
described herein, including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees, the fees and disbursements of
counsel for the Company, and the fees and disbursements incurred in connection
with the opinion and letter described in paragraph 3(i) hereof, shall be borne
by the Company.
(b) Amendment; Waiver. Any provision of this Agreement may be
amended only pursuant to a written instrument executed by the Company and
Holders of at least two thirds (2/3) of (i) the number of outstanding
Registrable Securities plus (ii) the number of Registrable Securities into which
the Preferred Shares and Warrants then outstanding are convertible or
exercisable, as the case may be (at the conversion or exercise price then in
effect and without regard to any limitation on such conversion or exercise that
may otherwise apply). Any waiver of the provisions of this Agreement may be made
only pursuant to a written instrument executed by the party against whom
enforcement is sought. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Holder, each future Holder, and the
Company. The failure of any party to exercise any right or
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remedy under this Agreement or otherwise, or the delay by any party in
exercising such right or remedy, shall not operate as a waiver thereof.
(c) Notices. Any notice, demand or request required or permitted to
be given by any party to any other party 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 an original to follow) on or before
5:00 p.m., eastern time, on a Business Day or, if such day is not a Business
Day, on the next succeeding Business Day, (ii) on the next Business Day after
timely delivery to a nationally-recognized overnight courier and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid), addressed to the
parties as follows:
If to the Company:
Shared Technologies Cellular, Inc.
000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Day, Xxxxx & Xxxxxx LLP
000 Xxxxxxxx Xxxxxx
Xxxxxx XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to any Holder, to such address as shall be designated by such Holder in
writing to the Company.
(d) Termination. This Agreement shall terminate on the earlier to
occur of (a) the end of the Registration Period and (b) the date on which all of
the Registrable Securities have been publicly distributed; but any such
termination shall be without prejudice to (i) the parties' rights and
obligations arising from breaches of this Agreement occurring prior to such
termination and (ii) the indemnification and contribution obligations under this
Agreement.
(e) Assignment. Upon the transfer of Preferred Shares, Warrants or
Registrable Securities by a Holder, the rights of such Holder hereunder with
respect to the securities so transferred shall be assigned automatically to the
transferee thereof as long as: (i) the Company is, within a reasonable period of
time following such transfer, furnished with written notice of the name and
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address of such transferee, (ii) the transferee agrees in writing with the
Company to be bound by all of the provisions hereof and (iii) such transfer is
made in accordance with the applicable requirements of the Securities Purchase
Agreement or the Warrant, as the case may be.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed one and the same instrument. This Agreement, once
executed by a party, may be delivered to any other party hereto by facsimile
transmission.
(g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
conflict of laws provisions thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: MARCUARD XXXX & CIE S.A.
By: /s/ Xxxx Xxxx /s/ Xxxx-Xxx Xxxxx
Name: Xxxx Xxxx Xxxx-Xxx Xxxxx
Title: Manager Manager
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXXX FT
By: /s/ X. Xxxxxx
Name: X. Xxxxxx
Title: Fund Manager
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: THE TRIDENT NORTH ATLANTIC FUND
By: /s/ Xxxxxxxxxxx Xxxxx
Name: Xxxxxxxxxxx Xxxxx
Title: Director
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
ACCOUNT C
By: /s/ Xxxxxxxxxxx Xxxxxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxxxxx
Title: Director
12
17
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
ACCOUNT B
By: /s/ Xxxxxxxxxxx Xxxxxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxxxxx
Title: Director
12
18
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: PECQUOT SCOUT FUND, L.P.
By: PEQUOT CAPITAL MANAGEMENT, INC.
Its Investment Adviser
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: CFO
12
19
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXX XXXXXXXXXXXX & CO. S.A.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Director
12
20
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By:/s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXX XXXXXXXXXXXX & CO. LIMITED
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Director
12
21
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: NCL INVESTMENTS LTD A/C NCL (NOMINEES) LTD
By: /s/ X.X. Xxxxxx
Name: X.X. Xxxxxx
Title: Director
12
22
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: XXXXXX ESTATES LIMITED
By: /s/ C. Xxxxxxx Xxxxx
Name: C. Xxxxxxx Xxxxx
Title: Director
12
23
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: INTERNATIONAL CAPITAL PARTNERS, INC. PROFIT-
SHARING TRUST
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Trustee
12
24
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: MEINL BANK AG
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Wegscheidler
Name: Xxxxxx Xxxxxx Name: Xxxxxxx Wegscheidler
Title: Member of the Title: Deputy Manager
Managing Board
12
25
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: AAGC ABN AMRO BANK NV
By: /s/ R.F. Bastiaenon
Name: R.F. Bastiaenon
Title: Head Trading Dep.
Private Banking
12
26
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: GRANGE NOMINEES LIMITED
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorized Signatory
12
27
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: E & D NO. 2 ACCOUNT, XXXX & CO. (NOMINEES) LTD.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director
12
28
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: BELLHAVEN INVESTMENTS LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signer
12
29
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: DULVILLE LIMITED
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Sole Director
12
30
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: EAGLE & DOMINION EURO AMERICAN GROWTH FUND LTD.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director
12
31
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: EAGLE & DOMINION EURO AMERICAN GROWTH FUND L.P.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director of General Partner
12
32
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Xxxxxxx XxXxxxxxxx
Name:Xxxxxxx XxXxxxxxxx
Title: CFO
PURCHASER NAME: ARDARA INVESTMENT INC.
One Director:
XXXXX LTD
By: Two Directors: /s/ /s/
Name:
Title:
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