EXHIBIT 10.8
EXECUTION COPY
THIRD AMENDED AND RESTATED REGISTRATION AGREEMENT
THIS AGREEMENT (this "Agreement") is dated as of January 15, 1998, among
Centennial Communications Corp., a Delaware corporation (the "Company"), the
parties listed as Investors (the "Investors") on the schedule attached to this
Agreement, Salomon Brothers Inc and Prudential Securities Incorporated (each an
"Initial Purchaser" and collectively, the "Initial Purchasers"), each of whom
has agreed to purchase the Company's units (the "Units"), each initial Unit
consisting of $1,000 principal amount at maturity of 14% Senior Discount Notes
due 2005 of the Company (the "Notes") and one warrant (each a "Warrant" and
collectively, the "Warrants") to purchase 64 Warrant Shares, and the purchasers
("Convertible Note Purchasers") of the Company's Subordinated Convertible Notes
due 2006 (the "Convertible Notes"), which notes are convertible into shares of
the Company's Common Stock ("Convertible Note Shares"). Unless otherwise
provided in this Agreement, capitalized terms used herein shall have the
meanings set forth in paragraph 10 hereof.
RECITALS
A. The Company and the Initial Purchasers are parties to a Purchase
Agreement dated January 15, 1998 (the "Initial Purchaser Agreement") pursuant to
which the Initial Purchasers agreed to purchase the Units from the Company with
the intent to sell such Units to Exempt Purchasers pursuant to Exempt Resales
(as each such term is defined in the Initial Purchaser Agreement).
B. The Company and the Convertible Note Purchasers are parties to a
Purchase Agreement dated January 15, 1998 (the "Convertible Note Purchase
Agreement") pursuant to which the Convertible Note Purchasers agreed to purchase
the Convertible Notes from the Company.
C. In order to induce the Initial Purchasers to enter into the Initial
Purchaser Agreement and the Convertible Note Purchasers to enter into the
Convertible Note Purchase Agreement, the Company has agreed to provide the
Initial Purchasers and the holders of Warrant Shares, the Convertible Notes and
the Convertible Note Shares ("Holders") with the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is a condition
to closing contained in the Initial Purchaser Agreement and the Convertible Note
Purchase Agreement.
D. The Investors and the Company are parties to a Second Amended and
Restated Registration Agreement, dated October 3, 1997 (the "Prior Registration
Agreement"). A further condition to the execution of the Initial Purchaser
Agreement is
that the Prior Registration Agreement be amended and restated and replaced with
this Agreement.
The parties hereto agree as follows:
AGREEMENTS
1. PSI Demand Registrations.
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(a) Requests for Registration. At any time after 120 days following the date
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the Company has completed a public offering of its equity securities under
the Securities Act of 1933, as amended, (the "Securities Act"), Prudential
Securities Incorporated and its Affiliates that hold Registrable Securities
(collectively "PSI") may, so long as they hold 33% of the Registrable
Securities held collectively by PSI as of October 3, 1997, request
registration under the Securities Act of all or part of their Registrable
Securities on Form S-1 or any similar long-form registration ("Long-Form
Registrations"), or, if available on Form S-2 or S-3 or any similar short-
form registration ("Short-Form Registrations"). Each request for a PSI
Demand Registration (as defined below) shall specify the approximate number
of Registrable Securities requested to be registered and the anticipated
per share price range for such offering. Within ten days after receipt of
any such request, the Company shall give written notice of such requested
registration to all other holders of Registrable Securities and subject to
paragraph 1(c) below, shall include in such registration all Registrable
Securities with respect to which the Company has received written requests
for inclusion therein within 15 days after the receipt of the Company's
notice. All registrations requested pursuant to this paragraph 1(a) are
referred to herein as "PSI Demand Registrations."
(b) Long-Form Registrations. PSI shall be entitled to request 2 Long-Form
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Registrations in which the Company shall pay all Registration Expenses (as
defined below) of PSI ("PSI Company-paid Long-Form Registrations"). A
registration shall not count as one of the permitted PSI Company-paid Long-
Form Registrations until it has become effective (unless such PSI Company-
paid Long-Form Registration has not become effective due solely to the
fault of PSI), and no PSI Company-paid Long-Form Registration shall count
as one of the permitted PSI Demand Registrations unless PSI is able to
register and sell at least 90% of the Registrable Securities requested to
be included in such registration; provided that in any event the Company
shall pay all Registration Expenses in connection with any registration
initiated as a PSI Company-paid Long-Form Registration whether or not it
has become effective.
(c) Priority on Demand Registrations. The Company shall not include in any PSI
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Demand Registration any securities which are not Registrable Securities
without the prior written consent of PSI. If a PSI Demand Registration is
an underwritten offering and the managing underwriters advise the Company
in writing that in their opinion the number of Registrable Securities and,
if permitted hereunder, other securities requested to be included in such
offering exceeds the number of Registrable
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Securities and other securities, if any, which can be sold (in an orderly
manner) in such offering within a price range acceptable to PSI, the
Company shall include in such registration prior to the inclusion of any
securities which are not Registrable Securities (i) first, the number of
Registrable Securities requested to be included by PSI, (ii) second, the
number of Registrable Securities requested to be included, pro rata among
the respective holders of Registrable Securities on the basis of the amount
of Registrable Securities owned by each such holder; and (iii) third, other
securities requested to be included in such registration. Any Persons other
than holders of Registrable Securities who participate in PSI Demand
Registrations which are not at the Company's expense must pay their share
of the Registration Expenses as provided in paragraph 7 hereof.
(d) Restrictions on Demand Registrations. The Company may postpone for up to
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six months the filing or the effectiveness of a registration statement for
one PSI Demand Registration if the Company believes that such PSI Demand
Registration would reasonably be expected to have a material adverse effect
on (x) any proposal or plan by the Company or any of its Subsidiaries to
engage in any acquisition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer or similar transaction
or (y) any proposed primary registration of securities by the Company;
provided that in such event, PSI shall be entitled to withdraw such request
and, if such request is withdrawn, such Demand Registration shall not count
as one of the permitted PSI Demand Registrations hereunder and the Company
shall pay all Registration Expenses in connection with such registration.
Alternatively, the Company may postpone for up to six months the filing or
effectiveness of any PSI Demand Registration if the Company has, within 180
days of the request for the PSI Demand Registration, effected a Demand
Registration (as defined below) pursuant to paragraph 2 hereof.
(e) Selection of Underwriters. PSI shall have the right to select the
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investment banker(s) and manager(s) to administer the offering that is the
subject of the PSI Demand Registration, subject to the approval of the
Company's Board of Directors, which approval shall not be unreasonably
withheld.
(f) Treatment of PSI. Except as set forth in this paragraph 1, PSI shall have
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no additional rights under this Agreement in comparison to any other holder
of Registrable Securities that is a party hereto and shall have all rights
afforded to any other holder of Registrable Securities under any other
provisions of this Agreement.
2. Demand Registrations.
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(a) Requests for Registration. At any time after the third anniversary of the
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Closing under that certain Purchase Agreement dated October 3, 1997, as
amended, between the Company and the Investors (the "Purchase Agreement")
or such earlier time as the Company has completed a public offering of its
equity securities under the Securities Act, the holders of at least 20% of
the Registrable Securities may request a Long-Form Registration under the
Securities Act of all or part of their
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Registrable Securities, or, if available, a Short-Form Registration (a
"Demand Registration"). Each request for a Demand Registration shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering.
Within ten days after receipt of any such request, the Company shall give
written notice of such requested registration to all other holders of
Registrable Securities and subject to paragraph 2(d) below, shall include
in such registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within 15 days
after the receipt of the Company's notice.
(b) Long-Form Registrations. The holders of Registrable Securities shall be
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entitled to request (i) 2 Long-Form Registrations in which the Company
shall pay all Registration Expenses of the holders of Registrable
Securities ("Company-paid Long-Form Registrations") and (ii) 2 Long-Form
Registrations in which the holders of Registrable Securities shall pay
their share of the Registration Expenses as set forth in paragraph 6
hereof. A registration shall not count as one of the permitted Long-Form
Registrations until it has become effective (unless such Long-Form
Registration has not become effective due solely to the fault of the
holders requesting such registration), and no Long-Form Registration shall
count as one of the permitted Long-Form Registrations unless the holders of
Registrable Securities are able to register and sell at least 90% of the
Registrable Securities requested to be included in such registration;
provided that in any event the Company shall pay all Registration Expenses
in connection with any registration initiated as a Company-paid Long-Form
Registration whether or not it has become effective.
(c) Short-Form Registrations. In addition to the Long-Form Registrations
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provided pursuant to paragraph 2(b), the holders of Registrable Securities
shall be entitled to request an unlimited number of Short-Form
Registrations in which the Company shall pay all Registration Expenses of
the holders of Registrable Securities. Demand Registrations shall be
Short-Form Registrations whenever the Company is permitted to use any
applicable short form. After the Company has become subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended,
the Company will use its best efforts to make Short-Form Registrations
available for the sale of Registrable Securities.
(d) Priority on Demand Registrations. The Company shall not include in any
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Demand Registration any securities which are not Registrable Securities
without the prior written consent of the holders of a majority of the
Registrable Securities included in such registration. If a Demand
Registration is an underwritten offering and the managing underwriters
advise the Company in writing that in their opinion the number of
Registrable Securities and, if permitted hereunder, other securities
requested to be included in such offering exceeds the number of Registrable
Securities and other securities, if any, which can be sold (in an orderly
manner) in such offering within a price range acceptable to the holders of
a majority of the Registrable Securities initially requesting registration,
the Company shall include in such registration prior to the
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inclusion of any securities which are not Registrable Securities (i) first, the
number of Registrable Securities requested to be included, pro rata among the
respective holders of Registrable Securities on the basis of the amount of
Registrable Securities owned by each such holder; and (ii) second, other
securities requested to be included in such registration. Any Persons other than
holders of Registrable Securities who participate in Demand Registrations which
are not at the Company's expense must pay their share of the Registration
Expenses as provided in paragraph 7 hereof.
(e) Restrictions on Demand Registrations. The Company may postpone for up
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to six months the filing or the effectiveness of a registration statement for
one Demand Registration if (A) the Company believes that such Demand
Registration reasonably would be expected to have a material adverse effect on
(x) any proposal or plan by the Company or any of its Subsidiaries to engage in
any acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or similar transaction or (y) any proposed
primary registration of securities by the Company, or (B) the Company has,
within 180 days of the Demand Registration request, effected a PSI Demand
Registration; provided that in such event, the holders of Registrable Securities
initially requesting such Demand Registration shall be entitled to withdraw such
request and, if such request is withdrawn, such Demand Registration shall not
count as one of the permitted Demand Registrations hereunder and the Company
shall pay all Registration Expenses in connection with such registration; and
provided, further, that if the Company undertakes a primary registration
following its deferral right, notwithstanding anything to the contrary contained
herein, the holders of Registrable Securities shall have "piggyback" rights
under paragraph 3 hereof with respect to not less than one-third of the number
of shares of Common Stock to be sold in such offering.
(f) Selection of Underwriters. The holders of a majority of the
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Registrable Securities included in any Demand Registration shall have the right
to select the investment banker(s) and manager(s) to administer the offering,
subject to the approval of the Company's Board of Directors, which approval
shall not be unreasonably withheld.
(g) Other Registration Rights. Except as provided in this Agreement, the
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Company shall not grant to any Person the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of the holders of a majority of the Registrable Securities.
3. Piggyback Registrations.
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(a) Right to Piggyback. Whenever the Company proposes to register any of
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its Common Stock under the Securities Act (other than pursuant to a PSI Demand
Registration, a Demand Registration, a Warrant Shelf Registration Statement, a
Warrant Shares Shelf Registration Statement, a Convertible Note Shelf
Registration Statement or
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a Convertible Note Shares Shelf Registration Statement), and the
registration form to be used may be used for the registration of
Registrable Securities, Warrant Shares and Convertible Note Shares (a
"Piggyback Registration"), the Company shall give prompt written notice (in
any event within three business days after its receipt of notice of any
exercise of demand registration rights other than under this Agreement) to
all holders of Registrable Securities, and to all Holders of Warrant Shares
and Convertible Note Shares of its intention to effect such a registration
and, subject to paragraphs 3(c) and 3(d) below, shall include in such
registration all Registrable Securities, Warrant Shares and Convertible
Note Shares with respect to which the Company has received written requests
for inclusion therein within 15 days after the receipt of the Company's
notice. The Holders of Warrant Shares and Convertible Notes Shares shall
have no rights to a Piggyback Registration as to any of their securities
which are the subject of shelf registrations effective under the Securities
Act pursuant to paragraph 4 hereof.
(b) Piggyback Expenses. The Registration Expenses of the holders of
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Registrable Securities, the Holders of Warrants and Warrant Shares and the
Holders of Convertible Notes and Convertible Note Shares shall be paid by
the Company in all Piggyback Registrations.
(c) Priority on Primary Registrations. If a Piggyback Registration is an
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underwritten primary registration on behalf of the Company, and the
managing underwriters advise the Company in writing that in their opinion
the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company, then subject to paragraph
3(a) above the Company shall include in such registration (i) first, the
securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata among
the holders of such Registrable Securities on the basis of the number of
shares of Registrable Securities owned by each such holder, (iii) third,
the Warrant Shares requested to be included in such registration, pro rata
among the Holders of such Warrant Shares on the basis of the amount of
Warrant Shares owned by each such Holder of Warrant Shares, (iv) fourth,
the Convertible Note Shares requested to be included in such registration,
pro rata among the Holders of such Convertible Note Shares on the basis of
the amount of Convertible Note Shares owned by each such Holder of
Convertible Note Shares, and (v) fifth, other securities requested to be
included in such registration.
(d) Priority on Secondary Registrations. If a Piggyback Registration is an
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underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company in writing
that in their opinion the number of securities requested to be included in
such registration exceeds the number which can be sold in an orderly manner
in such offering within a price range acceptable to the holders initially
requesting such registration, then the Company shall include in such
registration (i) first, the securities requested to be included therein by
the holders requesting such registration, (ii) second, the Registrable
Securities requested to be
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included in such registration, pro rata among the holders of such
Registrable Securities on the basis of the number of shares of Registrable
Securities owned by each such holder, (iii) third, the Warrant Shares
requested to be included in such registration, pro rata among the Holders
of such Warrant Shares on the basis of the amount of Warrant Shares owned
by each such Holder of Warrant Shares, (iv) fourth, the Convertible Note
Shares requested to be included in such registration, pro rata among the
Holders of such Convertible Note Shares on the basis of the amount of
Convertible Note Shares owned by each such Holder of Convertible Note
Shares, and (v) fifth, other securities requested to be included in such
registration.
(e) Selection of Underwriters. If any Piggyback Registration is an
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underwritten offering, the selection of investment banker(s) and manager(s)
for the offering must be approved by the holders of a majority of the
Registrable Securities included in such Piggyback Registration. Such
approval shall not be unreasonably withheld.
(f) Other Registrations. If the Company has previously filed a registration
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statement with respect to Registrable Securities pursuant to paragraphs 1
or 2 or pursuant to this paragraph 3, and if such previous registration has
not been withdrawn or abandoned, the Company shall not file or cause to be
effected any other registration of any of its equity securities or
securities convertible or exchangeable into or exercisable for its equity
securities under the Securities Act (except on Form S-8 or any successor
form), whether on its own behalf or at the request of any holder or holders
of such securities, until a period of at least six months has elapsed from
the effective date of such previous registration.
4. Shelf Registration
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(a) Convertible Note Shelf Registration. The Company shall cause to be filed
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within the earlier of (i) three years after the date hereof; (ii) 60 days
after an Initial Public Offering as defined in the Indenture between the
Company and State Street Bank and Trust Company as Trustee dated the date
hereof (the "Indenture"), or (iii) in the event of a Change of Control as
defined in the Indenture, a shelf registration statement under the
Securities Act (the "Convertible Note Shelf Registration Statement"),
relating to all Convertible Notes, the Holders of which shall have provided
the information required pursuant to paragraph 4(c) hereof, and shall use
its best efforts to cause such Convertible Note Shelf Registration
Statement to become effective under the Securities Act within 180 days
thereafter. The Company shall use its best efforts to keep the Convertible
Note Shelf Registration Statement to become continuously effective,
supplemented and amended as required to the extent necessary to ensure that
it is available for sales of Convertible Notes by the Holders thereof
entitled to the benefit of this paragraph 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and
the policies, rules and regulations of the Commission as announced from
time to time, until the earlier of (i) such time as all Convertible Notes
have been sold thereunder or otherwise converted, or (ii) the date the
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Convertible Notes are freely tradeable under the Securities Act (and the
Holders thereof have received an opinion of counsel to such effect).
(b) Convertible Note Shares Shelf Registration. The Company shall cause to be
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filed within the earlier of (i) three years after the date hereof; (ii) 60
days after an Initial Public Offering, or (iii) in the event of a Change of
Control as defined in the Indenture, a shelf registration statement under
the Securities Act (the "Convertible Note Shares Shelf Registration
Statement"), relating to all Convertible Note Shares, the Convertible Note
Share Holders of which shall have provided the information required
pursuant to paragraph 4(c) hereof, and shall use its best efforts to cause
such Convertible Note Shares Shelf Registration Statement to become
effective under the Securities Act within 180 days thereafter. The Company
shall use its best efforts to keep the Convertible Note Shares Shelf
Registration Statement continuously effective, supplemented and amended as
required to the extent necessary to ensure that it is available for sales
of Convertible Note Shares by the Holders thereof entitled to the benefit
of this paragraph 4(b), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules
and regulations of the Commission as announced from time to time, until the
earlier of (i) the date on which all of the Convertible Note Shares covered
by such Convertible Note Shares Shelf Registration Statement have been sold
thereunder or (ii) the date the Convertible Note Shares are freely
tradeable under the Securities Act (and the Holders thereof have received
an opinion of counsel to such effect).
(c) Provision by Holders of Certain Information in Connection with a Shelf
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Registration Statement. A Holder of Convertible Notes or Convertible Note
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Shares (all of which are "Transfer Restricted Securities") may not include
any of its Transfer Restricted Securities in any shelf registration
statement pursuant to this Agreement unless and until such Holder furnishes
to the Company in writing, within ten (10) business days after receipt of a
written request therefor, such information specified in Item 507 of
Regulation S-K under the Securities Act, and any other similar information
reasonably requested by the Company, for use in connection with any shelf
registration statement, prospectus or preliminary prospectus included
therein. Each Holder as to which any shelf registration statement is being
effected agrees to furnish promptly to the Company all information required
to be disclosed in order to make the information previously furnished to
the Company by such Holder not materially misleading.
(d) Each Holder whose Transfer Restricted Securities are covered by a Shelf
Registration Statement filed pursuant to this paragraph 4 agrees, upon the
request of the underwriter(s) in any underwritten offering permitted
pursuant to this Agreement, not to effect any public sale or distribution
of securities of the Company of the same class as the Transfer Restricted
Securities included in such shelf registration statement (except as part of
such registration) including a sale pursuant to Rule 144 under the
Securities Act, during the 10-day period prior to, and during the 90-day
period beginning on, the closing date of any such underwritten offering
made pursuant to such
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shelf registration statement, to the extent timely notified in writing by
the Company or such underwriter(s).
(e) Shelf Registration for Market Making. The Company shall (i) include in the
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Convertible Note Shelf Registration Statement and the Convertible Note
Shares Shelf Registration Statement, such disclosures as may be necessary
to permit the prospectus contained in each such shelf registration
statement to be used in connection with offers and sales by market makers
of the Transfer Restricted Securities and (ii) following the effectiveness
of each such shelf registration statement, use its best efforts to keep
each such shelf registration statement continuously effective, supplemented
and amended as required for the time periods specified in this paragraph 4
of this Agreement, to the extent necessary to ensure that it is available
for sales of Transfer Restricted Securities in connection with market
making activities by market makers entitled to the benefit of this
paragraph 4(e), and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations
of the Commission as announced from time to time, for so long as any shelf
registration statement is required to be effective pursuant to this
Agreement and such market makers or any of their affiliates (as defined in
the rules and regulations of the Commission under the Securities Act) own
any equity securities of the Company and propose to make a market in such
Transfer Restricted Securities as part of their business in the ordinary
course.
5. Holdback Agreements.
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(a) Each holder of Registrable Securities, each Holder of Warrants or Warrant
Shares, and each Holder of Convertible Notes or Convertible Note Shares
agrees not to effect any public sale or distribution (including sales
pursuant to Rule 144 under the Securities Act) of equity securities of the
Company, or any securities convertible into or exchangeable or exercisable
for such securities, during such period of time prior to and following the
effective date of any underwritten PSI Demand Registration, or Demand
Registration (or any underwritten Piggyback Registration in which
Registrable Securities, Warrants, Warrant Shares, Convertible Notes or
Convertible Note Shares, as the case may be, are included) as shall be
requested by the underwriters managing the registered public offering
(except as part of such underwritten registration), unless the underwriters
managing the registered public offering otherwise agree, which period of
time shall not exceed 90 days.
(b) The Company agrees (i) not to effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during such period of time prior to and
following the effective date of any underwritten PSI Demand Registration or
Demand Registration or any underwritten Piggyback Registration as shall be
requested by the underwriters managing the registered public offering
(except as part of such underwritten registration or pursuant to
registrations on Form S-8 or any successor form), unless the underwriters
managing the registered public offering otherwise agree, and (ii) to cause
each holder of
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at least 2% (on a fully-diluted basis) of its Common Stock, or any
securities convertible into or exchangeable or exercisable for Common
Stock, purchased from the Company at any time after the date of this
Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule
144 under the Securities Act) of any such securities during such period
(except as part of such underwritten registration, if otherwise permitted),
unless the underwriters managing the registered public offering otherwise
agree.
6. Registration Procedures. Whenever the holders of Registrable Securities, or
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the Holders of Warrant Shares, Warrants, Convertible Notes or Convertible Note
Shares, as the case may be, have requested that any Registrable Securities,
Warrant Shares, Warrants, Convertible Notes or Convertible Note Shares, as the
case may be, be registered pursuant to this Agreement, and with respect to the
shelf registration statements provided for in paragraph 4, the Company shall use
its best efforts to effect the registration and the sale of all securities
covered by such registration statement, in accordance with the intended method
of disposition thereof including the registration of the Preferred Stock, held
by a holder of Registrable Securities requesting registration as to which the
Company has received reasonable assurances that only Registrable Securities will
be distributed to the public, and pursuant thereto the Company shall as
expeditiously as possible:
(a) prepare and file with the Commission a registration statement with respect
to the securities to be included therein pursuant to the terms of this
Agreement and use its best efforts to cause such registration statement to
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company shall
furnish to the counsel selected by the holders of a majority of the
securities covered by such registration statement copies of all such
documents proposed to be filed, which documents shall be subject to the
review of such counsel);
(b) prepare and file with the Commission such amendments and supplements to
such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a
period of not less than six months and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement;
(c) furnish to each seller of the securities covered by such registration
statement, such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to
facilitate the disposition of the securities covered by such registration
statement, owned by such seller;
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(d) use its best efforts to register or qualify the securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
securities covered by such registration statement, owned by such seller
(provided that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required
to qualify but for this subparagraph, (ii) subject itself to taxation in
any such jurisdiction or (iii) consent to general service of process in any
such jurisdiction);
(e) promptly notify each seller of the securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact necessary
to make the statements therein not misleading, and, at the request of any
such seller, the Company shall prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;
(f) cause all securities covered by such registration statement to be listed on
each securities exchange on which similar securities issued by the Company
are then listed and, if not so listed, to be listed on the NASD automated
quotation system and, if listed on the NASD automated quotation system, use
its best efforts to secure designation of all such Registrable Securities,
Convertible Note Shares or Warrant Shares, as the case may be, covered by
such registration statement as a NASDAQ "national market system security"
within the meaning of Rule 11Aa2-1 of the Securities and Exchange
Commission or, failing that, to secure NASDAQ authorization for such
securities, and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register as such with respect to
such securities, with the NASD;
(g) provide a transfer agent and registrar for all securities covered by such
registration statement, not later than the effective date of such
registration statement;
(h) enter into such customary agreements (including underwriting agreements in
customary form) and take all such other actions as the holders of a
majority of the securities covered by such registration statement, or the
underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such securities, (including, without limitation,
effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of securities, covered by such
registration statement, any underwriter participating in any disposition
pursuant to
-11-
such registration statement and any attorney, accountant or other agent
retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such
registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months beginning with the first day of the
Company's first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of securities covered by such registration statement
which holder, in its sole and exclusive judgment, might be deemed to be an
underwriter or a controlling person of the Company, to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which
in the reasonable judgment of such holder or Holder and its counsel should
be included, provided that such material shall be furnished under such
circumstances as shall cause it to be subject to the indemnification
provisions provided pursuant to paragraph 8(b) hereof;
(l) in the event of the issuance of any stop order suspending the effectiveness
of a registration statement, or of any order suspending or preventing the
use of any related prospectus or suspending the qualification of any
securities included in such registration statement for sale in any
jurisdiction, the Company shall use its reasonable best efforts promptly to
obtain the withdrawal of such order;
(m) use its best efforts to cause the securities covered by such registration
statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the sellers thereof
to consummate the disposition of such securities;
(n) obtain a cold comfort letter addressed to the holders of the securities
included in any offering and the underwriter, if any, from the Company's
independent public accountants in customary form and covering such matters
of the type customarily covered by cold comfort letters as the holders of a
majority of the securities being sold; and
(o) obtain an opinion of Company counsel addressed to the holders of the
securities covered by the registration statement and to the underwriter, if
any, included in any offering as the holders, of a majority of the
securities being sold reasonably request.
-12-
If any such registration or comparable statement refers to any holder by
name or otherwise as the holder of any securities of the Company and if in its
sole and exclusive judgment, 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 thereof of language, in form and substance satisfactory to
such holder and presented to the Company in writing, to the effect that the
holding by 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 statute then in force, the
deletion of the reference to such holder; provided that with respect to this
clause (ii) such holder shall furnish to the Company an opinion of counsel to
such effect, which opinion and counsel shall be reasonably satisfactory to the
Company.
7. Registration Expenses.
-- ---------------------
(a) All expenses incident to the Company's performance of or compliance with
this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified
public accountants, underwriters (excluding discounts and commissions) and
other Persons retained by the Company (all such expenses being herein
called "Registration Expenses"), shall be borne as provided in this
Agreement, except that the Company shall, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense
of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued
by the Company are then listed or quoted on the NASD automated quotation
system.
(b) In connection with each PSI Demand Registration, Demand Registration, each
Piggyback Registration and each shelf registration pursuant to paragraph 4
hereof, the Company shall reimburse the holders of securities covered by
such registration for the reasonable fees and disbursements of one counsel
chosen by the holders of a majority of the Registrable Securities (if a PSI
Demand Registration, Demand Registration or Piggyback Registration in which
the holder of Registrable Securities are participating); or chosen by
Holders of a majority of other securities covered by such registration (if
a shelf registration pursuant to paragraph 4 or a Piggyback Registration in
which the holders of Registrable Securities are not participating);
provided that in no event shall the Company be required to pay for fees and
disbursements of more than one counsel.
(c) To the extent Registration Expenses are not required to be paid by the
Company, each holder of securities included in any registration hereunder
shall pay
-13-
those Registration Expenses allocable to the registration of such holder's
securities so included, and any Registration Expenses not so allocable
shall be borne by all sellers of securities included in such registration
in proportion to the aggregate selling price of the securities to be so
registered.
8. Indemnification.
-- ---------------
(a) The Company agrees to indemnify and hold harmless, to the extent permitted
by law, each holder of Registrable Securities and each Holder of Warrant
Shares, Convertible Notes and Convertible Note Shares, their respective
officers, directors, employees and agents and each Person who controls such
holder or Holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses ("Losses") caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such
holder or Holder expressly for use therein or by such holder's or Holder's
failure to deliver a copy of the registration statement or prospectus or
any amendments or supplements thereto after the Company has furnished such
holder or Holder with a sufficient number of copies of the same. In
connection with an underwritten offering, the Company shall indemnify such
underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the holders
of Registrable Securities and the Holders of Warrant Shares, Convertible
Notes and Convertible Note Shares.
(b) In connection with any registration statement in which a holder of
Registrable Securities or a Holder of Warrant Shares, Convertible Notes and
Convertible Note Shares is participating, each such holder or Holder shall
furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law,
shall indemnify the Company, its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act) against any
Losses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder or Holder
expressly for use therein; provided that the obligation to indemnify shall
be individual to each holder or Holder and shall be limited to the net
amount of proceeds received by such holder from the sale of Registrable
Securities (or by such Holder from the sale of Warrant Shares, Convertible
Notes or Convertible Note Shares, as the case may be) pursuant to such
registration statement.
-14-
(c) Any Person entitled to indemnification hereunder shall (i) give prompt
written 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 with respect to such claim, upon receipt of
written notice from the indemnifying party, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party
shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified
parties with respect to such claim.
(d) The indemnification provided for under this Agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of
such indemnified party and shall survive the transfer of securities.
(e) If the indemnification provided for in this paragraph 8 is unavailable
(other than by reason of the exceptions provided herein) in respect of any
Losses or is insufficient to hold the party claiming indemnification
hereunder harmless, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions,
statements or omissions that results in such Losses as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission
of a material fact, has been taken or made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this paragraph 8, any legal or
other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this paragraph 8(e) were determined by pro rata
allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provision of this paragraph 8(e),
an indemnifying party that is a selling holder of Registrable
-15-
Securities or a selling Holder of Warrant Shares, Convertible Notes or
Convertible Note Shares shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities or Warrant Shares, Convertible Notes or Convertible Note Shares
sold by such indemnifying party and distributed to the public were offered
to the public exceeds the amount of any damages that such indemnifying
party has otherwise been required to pay by reason of such untrue or
alleged untrue written statement or omission or alleged omission. 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.
9. Participation in Underwritten Registrations. No person may participate in
-------------------------------------------
any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Person entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting
arrangements.
10. Definitions.
-----------
"Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person.
"Common Stock" means the common stock, $.01 par value per share, of the
Company.
"Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated
organization and a government entity or any department, agency or political
subdivision thereof.
"Preferred Stock" means shares of the Company's Series A Preferred Stock,
Series B Preferred Stock or Series C Preferred Stock.
"Registrable Securities" means (a) any Common Stock issued or issuable upon
the conversion of the Company's Series A Preferred Stock issued pursuant to
the Purchase Agreement dated June 27, 1996, as amended, between the Company
and the Purchasers listed therein (including the related Agreements to
Purchase Additional Shares), (b) any Common Stock issued or issuable upon
conversion of the Company's Series B Preferred Stock issued pursuant to the
Purchase Agreement dated November 22, 1996, as amended, between the Company
and the Purchasers listed therein, (c) any Common Stock issued or issuable
upon conversion of the Company's Senior Secured Convertible Notes due 2002
issued pursuant to the Purchase Agreement, or upon the conversion of the
Company Series C Preferred Stock, as the case may be, (d) any Common Stock
issued or issuable with respect to the securities referred to in clause
(a),
-16-
(b) or (c) by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization, and (e) any other shares of Common Stock held by Persons
holding securities described in clauses (a), (b), (c) and (d) above,
excluding any Warrant Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities (x) when they have
been distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public through a broker, dealer or market
maker in compliance with Rule 144 under the Securities Act (or any similar
rule then in force) or (y) at such time as any holder, which together with
its Affiliates, owning less than 5% of the Company's outstanding Common
Stock can sell all such Registrable Securities under Rule 144(k) under the
Securities Act (or any similar rule then in force). For purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such
acquisition has actually been effected.
"Subsidiary" means with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is t the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a partnership,
association or other business entity, a majority of the partnership or
other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof,
a Person or Persons shall be deemed to have a majority ownership interest
in a partnership, association or other business entity if such Person or
Persons shall be allocated a majority of partnership, association or other
business entity gains or losses or shall be or control the managing
director or general partner of such partnership, association or other
business entity.
"Warrants" means the Initial Warrants and any Contingent Warrants as
defined in and issued pursuant to the Warrant Agreement between the Company
and State Street Bank and Trust Company, as Warrant Agent, dated the date
hereof (the "Warrant Agreement").
"Warrant Shares" means shares of Common Stock issued or issuable upon
exercise of the Warrants issued pursuant to the Warrant Agreement, or any
shares of Common Stock issued or issuable with respect to such shares by
way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization.
As to any particular Warrant Shares, such securities shall cease to be
Warrant Shares (x) when they have been distributed to the public pursuant
to an offering registered under the Securities Act or sold to the public
through a broker, dealer or market maker in compliance with Rule 144 under
the
-17-
Securities Act (or any similar rule then in force) or (y) at such time as
any Holder, which together with its Affiliates, owning less than 5% of the
Company's outstanding Common Stock can sell all such Warrant Shares under
Rule 144(k) under the Securities Act (or any similar rule then in force).
For purposes of this Agreement, a Person will be deemed to be a Holder of
Warrant Shares whenever such Person has the right to acquire directly or
indirectly such Warrant Shares (upon conversion or exercise in connection
with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or
not such acquisition has actually been effected.
"Warrant Shelf Registration" means the registration of the Warrants under
the Securities Act effected by the Company pursuant to the terms of the
Warrant Agreement.
"Warrant Share Shelf Registration" means the registration of the Warrant
Shares under the Securities Act effected by the Company pursuant to the
terms of the Warrant Agreement.
Unless otherwise stated in this Agreement, other capitalized terms
contained herein have the meanings set forth in the Purchase Agreement.
11. Miscellaneous.
--- -------------
(a) Selection of Investment Bankers. Except as otherwise provided herein in
--- -------------------------------
connection with Demand Registrations, the selection of investment banker(s)
and manager(s) for any public offering or private sale by the Company of
its securities must be approved by the holders of a majority of the
Registrable Securities, which approval shall not be unreasonably withheld.
(b) No Inconsistent Agreements. The Company shall not hereafter enter into any
--- --------------------------
agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities or to
the Holders of Warrant Shares, Convertible Notes or Convertible Note Shares
in this Agreement.
(c) Adjustments Affecting Registrable Securities, Warrant Shares, Convertible
--- -------------------------------------------------------------------------
Notes or Convertible Note Shares. The Company shall not take any action,
--------------------------------
or permit any change to occur, with respect to its securities which would
materially and adversely affect the ability of the holders of Registrable
Securities to include such Registrable Securities (or the ability of the
Holders of Warrant Shares, Convertible Notes or Convertible Note Shares to
include such Warrant Shares, Convertible Notes or Convertible Note Shares)
in a registration undertaken pursuant to this Agreement or which would
materially and adversely affect the marketability of such Registrable
Securities, Warrant Shares, Convertible Notes or Convertible Note Shares,
as the case may be, in any such registration (including, without
limitation, effecting a stock split or a combination of shares).
-18-
(d) Remedies. Any Person having rights under any provision of this Agreement
--- --------
shall be entitled to enforce such rights specifically to recover damages
caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and
for other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(e) Amendments and Waivers. Except as otherwise provided herein, the
--- ----------------------
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and the holders of a majority of the
Registrable Securities and, with respect to the provisions contained in
paragraphs 2(g) through 2(j), paragraph 7 and this paragraph 11(e), the
Holders of a majority of the outstanding Warrant Shares, and with respect
to the provisions contained in paragraphs 4(a) through 4(h) and this
paragraph 11(e), the holders of a majority of the Convertible Notes and
Convertible Note Shares; provided that the provisions set forth in
paragraph 1 hereof (and any provisions related to PSI Demand Registrations
including, without limitation, paragraphs 5, 6, and 7 hereof) may only be
amended with the prior written consent of PSI. In addition, no amendments
may be made to the "piggyback" registration provisions contained in
paragraph 3 hereof or any provision hereof by the holders of the Series A
Preferred and the Series B Preferred to the detriment of the holders of the
Series C Preferred without the prior written consent of the holders of 75%
of the Series C Preferred.
(f) Successors and Assigns. All covenants and agreements in this Agreement by
--- ----------------------
or on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for
the benefit of purchasers or holders of Registrable Securities or Holders
of Warrant Shares, Convertible Notes or Convertible Note Shares are also
for the benefit of, and enforceable by, any subsequent holder of
Registrable Securities or Holder of Warrant Shares, Convertible Notes, or
Convertible Note Shares.
(g) Severability. Whenever possible, each provision of this Agreement shall be
--- ------------
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
(h) Counterparts; Facsimile. This Agreement may be executed simultaneously in
--- ------------------------
two or more counterparts, any one of which need not contain the signatures
of more than one party, but all such counterparts taken together shall
constitute one and the same Agreement. This Agreement may be executed by
facsimile.
-19-
(i) Descriptive Headings. The descriptive headings of this Agreement are
--- --------------------
inserted for convenience only and do not constitute a part of this
Agreement.
(j) Governing Law. The corporate law of the State of Delaware shall govern all
--- -------------
issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto
shall be governed by the internal law, and not the law of conflicts, of the
State of Colorado.
(k) Notices. All notices, demands or other communications to be given or
--- -------
delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given when delivered personally
to the recipient, sent to the recipient by reputable express courier
service (charges prepaid) or mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such
notices, demands and other communications shall be sent to each Investor at
the address indicated on the Schedule of Investors, to the Holders of
Warrant Shares at the addresses set forth on the records of the Warrant
Agent under the Warrant Agreement, to the Holders of Convertible Notes or
Convertible Note Shares at the addresses set forth on the schedule attached
to the Convertible Note Purchase Agreement and to the Company at the
address indicated below:
Centennial Communications Corp.
0000 Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Chief Financial Officer
with a copy to:
Holland & Xxxx LLP
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
(l) Integration; Termination of Prior Registration Agreement. This Agreement,
--- --------------------------------------------------------
together with the Initial Purchaser Agreement, the Convertible Note
Purchase Agreement, the Purchase Agreement, the Warrant Agreement and the
other documents referred to in the Initial Purchaser Agreement, the
Convertible Note Purchase Agreement, the Purchase Agreement and the Warrant
Agreement, sets forth the entire agreement between the Company, the Initial
Purchasers, Investors and the Holders of Warrant Shares, Convertible Notes
and Convertible Note Shares with respect to the subject matter covered
hereby and supersedes all prior or contemporaneous oral or
-20-
written agreements, arrangements or understandings including the Prior
Registration Agreement.
* * * * *
-21-
IN WITNESS WHEREOF, the parties have executed this Agreement of the date
first written above.
CENTENNIAL COMMUNICATIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
-----------------
Title: Chief Financial Officer
-----------------------
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Xxxxxx Xxxx
---------------
Name: Xxxxxx Xxxx
-----------
Title: Managing Director
-----------------
THE ROMAN ARCH FUND, L.P.
By:
---------------------
Name:
-------------------
Title:
-------------------
THE ROMAN ARCH FUND II, L.P.
By:
----------------------
Name:
--------------------
Title:
--------------------
CENTENNIAL FUND IV, L.P.
By: Centennial Holdings IV L.P.
Its: General Partner
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
------------
Title: General Partner
---------------
-22-
TELECOM PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Managing Member of the General
Partner
CENTENNIAL ENTREPRENEURS FUND V, L.P.
By: Centennial Holdings V, L.P.
Its: General Partner
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
------------
Title: General Partner
---------------
CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.
Its: General Partner
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
------------
Title: General Partner
---------------
MGVF II, LTD.
By: [illegible signature]
---------------------
General Partner
CREST FUNDING PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
------------------
Title: President of Manager
--------------------
TRAILHEAD VENTURES, L.P.
By: Wind River Partners
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
-------------------
Title: General Partner
BOULDER VENTURES, L.P.
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
------------
Title: Partner
-------
-23-
GC&H INVESTMENTS
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
---------------
Title: Executive Partner
-----------------
/s/ Xxxxxxx Xxxxxx
------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx XxXxxxxx
-------------------
Xxxxxx XxXxxxxx
Xxxx X. Xxxxxx
CENTENNIAL HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
------------
Title: Sr. Vice President
------------------
CENTENNIAL HOLDINGS I, LLC
By: Centennial Holdings Inc., its Managing Member
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
------------
Title: Sr. Vice President
------------------
-00-
XXXXX XXX, X.X.X.
By: CREST PARTNERS (I) LLC
Its: Managing Member
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
------------------
Title: President of Manager
--------------------
XXXX XXXXXXX*
By: /s/ Xxxx Xxxxxxx
----------------
*as attorney in fact for the following
Purchasers:
Xxxxx Xxxxx
Jurassic Ltd.
Xxxx Xxxxxx
Xxxxx Xxxxx
Will's Wei Corp.
Xxxxxx Xxxxx
Xxxxxxxxx Family LLC
Xxx Xxxxxx
Xxxxx 1990 Living Trust
Groupe Xxxxxxxxx Securities
JLS LLC
Xxxx Xxxxx
Trisun Financial, LLC
Xxxx Xxxxxx
Xxxxx, Inc.
250 Venture Capital Associates
BANCBOSTON VENTURES INC.
By:
----------------------
Name:
----------------------
Title:
----------------------
SALOMON BROTHERS INC
By:
----------------------
Name:
----------------------
Title:
----------------------
-25-
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Xxxxxx Xxxx
---------------
Name: Xxxxxx Xxxx
-----------
Title: Managing Director
-----------------
/s/ Xx Xxxxxxxx
---------------
Xx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxxxx
-------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
/s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxx
/s/ Xxxxxxx Xxxxxx
------------------
Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx
-26-
FG-CC
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
---------------
Title:
-27-
SCHEDULE OF INVESTORS
---------------------
Telecom Partners, L.P. Centennial Fund IV, L.P.
0000 Xxxxxx Xxxxx Xxxxx Xxxxx 0000 00xx Xxxxxx
Xxxxx 000 Xxxxxx, XX 00000
Xxxxxx, XX 00000
Centennial Holdings, Inc. Centennial Fund V, L.P.
0000 00xx Xxxxxx 0000 00xx Xxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Centennial Entrepreneurs Fund V, L.P. Xxxx X. Xxxxxx
0000 00xx Xxxxxx 0000 Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Xxxxxx XxXxxxxx Xxxxxxx Xxxxxx
00 Xxxxxxx Xxxxxx 00 Xxxxxxxx Xxxxx
Xxxxxx XX 00000 Xxxxxxxxx, XX 00000
Trailhead Ventures, L.P. MGVF II, Ltd.
000 00xx Xxxxxx, Xxxxx 000 2400 Banc Xxx Xxxxxx
Xxxxxx, XX 00000 000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Boulder Ventures, L.P. Crest Funding Partners, L.P.
Xxxxx 000 000 Xxxx Xxxxxx, 00xx Xxxxx
0000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000
Xxxxxxx, XX 00000
Crest SMR, L.L.C. Xxxxx Xxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx x/x Xxxx Xxxxxxx
Xxx Xxxx, XX 00000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
Jurassic Ltd. Xxxx Xxxxxx
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Xxxxx Xxxxx Will's Wei Corp.
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Centennial Holdings I, LLC GC&H Investments
0000 00xx Xxxxxx 0 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Xxxxxx Xxxxx Xxxxxxxxx Family LLC
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Xxx Xxxxxx Xxxxx 1990 Living Trust
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Groupe Xxxxxxxxx Securities JLS LLC
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Xxxx Xxxxx Trisun Financial, LLC
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Xxxx Xxxxxx Xxxxx, Inc.
c/o Xxxx Xxxxxxx c/o Xxxx Xxxxxxx
0000 Xxxxxx Xx., Xxxxx 000 0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
250 Venture Capital Assoc. BancBoston Ventures Incorporated
c/o Xxxx Xxxxxxx 000 Xxxxxxx Xx., 00xx Xxxxx
0000 Xxxxxx Xx., Xxxxx 000 Xxxxxx XX 00000
Xxxxxxx, XX 00000
Xx Xxxxxxxx Xxxxxxx Xxxxxx
00000 X. Xxxxxxxxx Xxx., Xxxxx 000 1610 Wynkoop, Suite 300
Englewood, CO 80112 Xxxxxx, XX 00000
Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx
0000 Xxxxxxx, Xxxxx 000 1610 Wynkoop, Suite 300
Xxxxxx, XX 00000 Xxxxxx, XX 00000
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Xxxx Xxxxxxxx Xxxx Xxxx
0000 Xxxxxxx, Suite 300 1610 Xxxxxxx, Suite 300
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Xxxx Xxxxx Xxxxxxx Xxxxxx
0000 Xxxxxxx, Xxxxx 000 1610 Wynkoop, Suite 300
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Prudential Securities Incorporated The Roman Arch Fund, L.P.
Xxx Xxx Xxxx Xxxxx, 00xx Xxxxx c/o Prudential Securities
Xxx Xxxx, XX 00000-0000 Incorporated
Xxx Xxx Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
The Roman Arch Fund II, L.P. FG-CC
c/o Prudential Securities Incorporated c/o XX XX
One New York Plaza, 18th Floor 00 Xxxxxxxx Xxxxx Xxxx
Xxx Xxxx, XX 00000-0000 Xxxxxxxx, XX 00000
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