1
Exhibit 10.24
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of June 20, 1997 by and among Sygnet Wireless,
Inc., an Ohio corporation (the "COMPANY"), Boston Ventures Limited Partnership
V, a Delaware limited partnership (the "INVESTOR"), and ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III, each an individual resident of Ohio (the
"WILLIAMSONS").
Introduction
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The Investor has agreed to purchase up to 4,000,000 shares of the
Company's Class A Common Stock pursuant to an Investment Agreement dated as of
June 20, 1997 (the "INVESTMENT AGREEMENT"). The execution of this Agreement is
a condition precedent to the obligation of the Investor to purchase such
shares. Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Investment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
SECTION 1. DEMAND REGISTRATION RIGHTS.
(a) At any time after the earlier of January 1, 2000 or the
closing of the Company's first underwritten public offering of shares of its
Common Stock, if holders of Registrable Securities (as defined in Section 4)
request the Company to file a registration statement under the Securities Act
of 1933, as amended (the "ACT"), for a firm commitment underwritten public
offering of Registrable Securities with an anticipated aggregate offering
price, net of underwriting discounts and commissions, of at least $25,000,000
(or less, if the requesting holder is the Investor, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ or
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III, and such holder does not hold a sufficient number of
Registrable Securities to equal such minimum aggregate offering price), the
Company shall (i) within 10 days notify all holders of Registrable Securities
of such request and (ii) use its best efforts to so register under the Act the
Registrable Securities initially requested to be registered and the Registrable
Securities of all holders who request within 30 days after receiving the
Company's notice that their Registrable Securities be included therein. The
Company is obligated to effect a
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maximum of three such demand registrations, which shall not be within the same
six-month period. At least one of such demand registrations shall be initiated
solely by holders of Investor Registrable Securities, and at least one such
registration shall be initiated solely by holders of ▇▇▇▇▇▇▇▇▇▇ Registrable
Securities.
(b) If the underwriter managing the offering determines that,
because of marketing considerations, all of the Registrable Shares requested to
be registered may not be included in the offering, the underwriter may reduce
the number of Registrable Securities included therein. After such reduction has
been applied first to holders of shares other than Registrable Securities, 70%
of any remaining reduction shall be applied pro rata among the holders of
▇▇▇▇▇▇▇▇▇▇ Registrable Securities based upon the number of shares requested by
each such holder to be included in the registration and 30% of any remaining
reduction shall be applied pro rata among the holders of Investor Registrable
Securities based upon the number of shares requested by each such holder to be
included in the registration. If any such reduction results in the inclusion of
less than 50% of the Investor Registrable Securities requested to be included
therein, the holders of Investor Registrable Securities shall have the right to
one additional registration under this Section 1. If any such reduction results
in the inclusion of less than 50% of the ▇▇▇▇▇▇▇▇▇▇ Registrable Securities
requested to be included therein, the holders of ▇▇▇▇▇▇▇▇▇▇ Registrable
Securities shall have the right to one additional registration under this
Section 1.
(c) If the Company includes in any registration required under
this Section 1 a number of shares other than Registrable Securities that
exceeds the number of Registrable Securities to be included, then such
registration shall be deemed to be a registration under Section 2 instead of
this Section 1. In all other cases where the Company includes in such
registration any shares other than Registrable Securities, such registration
shall remain subject to this Section 1, PROVIDED that in no event shall other
shares be included if such inclusion would (i) prevent holders of Registrable
Securities from registering all Registrable Securities requested by them or
(ii) adversely affect the offering price of the Registrable Securities in such
registration.
SECTION 2. PIGGYBACK REGISTRATION RIGHTS.
(a) Whenever the Company proposes to register any Common Stock
for its own or others' account under the Act, other than a registration
relating to employee benefit plans or a registration solely relating to shares
to be sold under Rule 145 under the Act, the Company shall give each holder of
Registrable Securities prompt written notice of its intent to do so. Upon
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the written request of any such holder given within 15 days after receipt of
such notice, the Company will use its best efforts to cause to be included in
such registration all of the Registrable Securities which such holder requests.
(b) If the Company is advised in writing in good faith by any
managing underwriter of the securities being offered pursuant to any
registration statement under this Section 2 that, because of marketing
considerations, the number of shares to be sold by persons other than the
Company is greater than the number of such shares which can be offered without
adversely affecting the offering, the Company may reduce pro rata the number of
shares offered for the accounts of such persons (based upon the number of
shares requested by each such person to be included in the registration) to a
number deemed satisfactory by such managing underwriter. After such reduction
has been applied first to holders of shares other than Registrable Securities,
70% of any remaining reduction shall be applied pro rata among the holders of
▇▇▇▇▇▇▇▇▇▇ Registrable Securities based upon the number of shares requested by
each such holder to be included in the registration and 30% of any remaining
reduction pro rata among the holders of Investor Registrable Securities based
upon the number of shares requested by each such holder to be included in the
registration.
SECTION 3. FORM S-3 REGISTRATION RIGHTS. If, at a time when Form S-3
is available for such registration, the Company shall receive from any holder
of Registrable Securities a written request or requests that the Company effect
a registration on Form S-3 of any of such holder's Registrable Securities, the
Company will promptly give written notice of the proposed registration to all
other holders of Registrable Securities and, as soon as practicable, effect
such registration and all related qualifications and compliances as may be
requested and as would permit or facilitate the sale and distribution of all
Registrable Securities as are specified in such request and any written
requests of other holders given within 15 days after receipt of such notice.
The Company shall have no obligation to effect a registration under this
Section 3 (a) unless the aggregate offering price of the Registrable Securities
requested to be sold pursuant to such registration is expected to be equal to
or greater than $6,000,000, (b) more often than once in any six-month period
for holders of Investor Registrable Securities and (c) more often than once in
any six-month period for holders of ▇▇▇▇▇▇▇▇▇▇ Registrable Securities. Any
registration under this Section 3 will not be counted as a registration under
Section 1 above.
SECTION 4. INVESTOR REGISTRABLE SECURITIES; ▇▇▇▇▇▇▇▇▇▇ REGISTRABLE
SECURITIES; REGISTRABLE SECURITIES; STOCK EQUIVALENTS.
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(a) As used herein, "INVESTOR REGISTRABLE SECURITIES" means (i)
the Stock, as defined in the Investment Agreement; (ii) any other shares of
Common Stock of the Company acquired (or which may be acquired upon the
exercise or conversion of securities for or into shares of Common Stock) by the
Investor pursuant to any preemptive right, rights of first refusal or
otherwise; and (iii) any other shares of Common Stock of the Company issued in
respect of any such securities (as a result of stock splits, stock dividends,
reclassifications, recapitalizations or other events; PROVIDED, however, that
such securities shall cease to be Investor Registrable Securities upon (i) any
sale pursuant to a registration statement under the Act or (ii) any sale
pursuant to Rule 144 under the Act.
(b) As used herein, "▇▇▇▇▇▇▇▇▇▇ REGISTRABLE SECURITIES" means (i)
all shares of Common Stock of the Company held on the date hereof by the
Williamsons, or those persons and entities listed on SCHEDULE 1 attached hereto
who agree in writing to be parties to, and be bound by, this Agreement (the
"▇▇▇▇▇▇▇▇▇▇ TRANSFEREES"); (ii) any other shares of Common Stock of the Company
acquired (or which may be acquired upon the exercise or conversion of
securities for or into shares of Common Stock) by the Williamsons or the
▇▇▇▇▇▇▇▇▇▇ Transferees, pursuant to any preemptive right, rights of first
refusal or otherwise; and (iii) any other shares of Common Stock of the Company
issued in respect of any such securities (as a result of stock splits, stock
dividends, reclassifications, recapitalizations or other events; PROVIDED,
however, that such securities shall cease to be ▇▇▇▇▇▇▇▇▇▇ Registrable
Securities upon (i) any sale pursuant to a registration statement under the Act
or (ii) any sale pursuant to Rule 144 under the Act.
(c) As used herein, "REGISTRABLE SECURITIES" means (i) the
Investor Registrable Securities and (ii) the ▇▇▇▇▇▇▇▇▇▇ Registrable Securities.
(d) As used herein, "COMMON STOCK" means the Company's Common
Stock and any replacement class of common stock of the Company into which the
Common Stock is exchanged or converted.
(e) Whenever reference is made in this Agreement to a request or
consent of holders of a certain percentage of Investor Registrable Securities,
▇▇▇▇▇▇▇▇▇▇ Registrable Securities or Registrable Securities, the determination
of such percentage shall include shares of Common Stock issuable upon
conversion of any convertible securities or exercise of any options, warrants
or other rights that are held by persons or entities who are holders of
Investor Registrable Securities, ▇▇▇▇▇▇▇▇▇▇ Registrable Securities or
Registrable Securities or who would hold Investor Registrable Securities,
▇▇▇▇▇▇▇▇▇▇ Registrable Securities or Registrable Securities upon the conversion
or exercise of such convertible securities, options, warrants or
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other rights, and for purposes of this Agreement, the parties may rely on the
statements of the largest single holder of the Investor Registrable Securities
and the largest single holder of the ▇▇▇▇▇▇▇▇▇▇ Registrable Securities as to
whether any such consent has been obtained.
SECTION 5. SELECTION OF UNDERWRITER. The underwriter of any offering
registered under Section 1 shall be selected (a) by holders of a majority of
the Investor Registrable Securities included therein if initiated by holders of
Investor Registrable Securities, or (b) by holders of a majority of the
▇▇▇▇▇▇▇▇▇▇ Registrable Securities if initiated by holders of ▇▇▇▇▇▇▇▇▇▇
Registrable Securities, PROVIDED that in each case such underwriter shall be
reasonably acceptable to the Company and PROVIDED FURTHER that the Company may
select a co-managing underwriter for each such offering. The underwriter of any
offering registered under Section 2 shall be selected by the Company.
SECTION 6. REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of this Agreement to use its best efforts to effect
the registration of any of the Registrable Securities under the Act, the
Company shall:
(a) expeditiously (and, in the case of a registration under
Section 1, within 60 days of any request thereunder) file with the Securities
and Exchange Commission (the "COMMISSION") a registration statement, in form
and substance required by the Act, with respect to such Registrable Securities
and use its best efforts to cause that registration statement to become
effective;
(b) expeditiously prepare and file with the Commission any
amendments and supplements to the registration statement and the prospectus
included in the registration statement as may be necessary to keep the
registration statement effective, in the case of a firm commitment underwritten
public offering, until completion of the distribution of all securities
described therein and, in the case of any other offering, until the earlier of
the sale of all Registrable Securities covered thereby or 120 days after the
effective date thereof;
(c) expeditiously furnish to each holder that requested that
Registrable Securities be included in such registration, such reasonable
numbers of copies of the prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other documents as such
holder may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such holder;
(d) expeditiously use its best efforts to register or qualify
the Registrable Securities covered by the registration
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statement under the securities or Blue Sky laws of such states as the holders
thereof shall reasonably request, and do any and all other acts and things that
may be necessary or desirable to enable the holders thereof to consummate the
public sale or other disposition in such states of the Registrable Securities
owned by the holders; PROVIDED, HOWEVER, that the Company shall not be required
in connection with this paragraph (d) to qualify as a foreign corporation or
execute a general consent to service of process in any jurisdiction;
(e) in connection with each registration pursuant to Sections
1, 2 and 3 above covering an underwritten public offering, the Company and each
participating holder agrees to enter into a written agreement with the managing
underwriter in such form and containing such provisions (including, if the
underwriter so requests, customary contribution provisions on the part of the
Company) as are customary in the securities business for such an arrangement
between such underwriter and companies of the Company's size and investment
stature, PROVIDED that the holders shall not be obligated to enter into any
such underwriting agreement if the indemnification provisions thereof are more
burdensome on such holder than those contained herein or if any standback
requirement therein is for a period that exceeds the period required by this
Agreement;
(f) at the request of any participating holder, the Company
will furnish to each underwriter, if any, and the participating holders, in
connection with a registration pursuant to Section 1, a legal opinion of its
counsel and a letter from its independent certified public accountants, each in
customary form and substance, at such time or times as such documents are
customarily provided in the type of offering involved;
(g) whenever the Company is registering any Common Stock
under the Act and a holder of Registrable Securities is selling securities
under such registration or determines that it may be a controlling person under
the Act, the Company will keep such holder advised in writing of the
initiation, progress and completion of such registration, will allow such
holder and such holders's counsel to participate in the preparation of the
registration statement and to have access to all relevant corporate records,
documents and information, will include in the registration statement such
information as such holder may reasonably request and will take all such other
action as such holder may reasonably request, provided that such holder has
executed an agreement containing customary provisions with respect to the use
and confidentiality of such information;
(h) each holder of Registrable Securities included in a
registration shall furnish to the Company such information regarding such
holder and the distribution proposed by such holder as the Company may
reasonably request in writing and as
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shall be required in connection with the registration, qualification or
compliance referred to in this Agreement;
(i) as of the effective date of any registration statement
relating thereto, use its best efforts to cause all such Registrable Securities
to be listed on each securities exchange on which similar securities issued by
the Company are then listed and the Company meets the published criteria for
such listing, and, if not so listed, to be listed on the New York Stock
Exchange or the NASDAQ Stock Market National Market System; and
(j) as of the effective date of any registration statement
relating thereto, provide a transfer agent and registrar for all such
Registrable Securities.
SECTION 7. EXPENSES. The Company will pay all expenses incurred by the
Company in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses,
transfer taxes, fees and expenses of counsel for the Company and the reasonable
fees and expenses of one counsel selected by the holders of Registrable
Securities to be included in such registration to represent them (not to exceed
$30,000 with respect to a registration pursuant to Section 1 or $20,000 with
respect to any other registration), state Blue Sky fees and expenses, and the
expense of any special audits incident to or required by any such registration,
but excluding underwriting discounts and selling commissions relating to the
sale of the Registrable Securities.
SECTION 8. NOTIFICATION. The Company shall promptly notify each holder
of Registrable Securities covered by any registration statement of any event
which results in the prospectus included in such registration statement, as
then in effect, containing an untrue statement of a material fact or omitting
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.
SECTION 9. INDEMNIFICATION AND CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify and hold harmless each holder of Registrable Securities included in
any registration, its officers, directors and partners, each underwriter of the
Registrable Securities being sold by such holder, and each controlling person
of any of the foregoing, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering, circular, or other document relating to such Registrable Securities
(or in any related registration statement, notification or the like) or any
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omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Act, or the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), or any applicable state securities laws,
or any rule or regulation promulgated thereunder, applicable to the Company and
relating to action or inaction required of the Company in connection with any
registration, qualification or compliance contemplated by this Agreement, and
will reimburse each such holder, each of its officers, directors and partners,
and each such underwriter and controlling person for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, whether or not resulting in
liability; PROVIDED, HOWEVER, that the Company will not be liable in any such
case to the extent that any such claim, loss, damage or liability (i) arises
out of or is based on any untrue statement or omission based upon and in
conformity with written information furnished to the Company by such holder or
underwriter and stated to be specifically for use therein, or (ii) results
solely from the failure of such holder to deliver a copy of the registration
statement, prospectus, offering circular or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient number of
copies thereof.
(b) INDEMNIFICATION BY THE HOLDERS OF REGISTRABLE SECURITIES.
Each participating holder of Registrable Securities shall indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each underwriter, each other participating
holder of Registrable Securities, its officers, directors and partners, and
each controlling person of any of the foregoing, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document relating to
the Registrable Securities (or in any related registration statement,
notification or the like) or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or by the failure of such holder to deliver
a copy of the registration statement, prospectus, offering circular, or any
amendments or supplements thereto after the Company has furnished the holder
with a sufficient number of copies thereof, and will reimburse the Company and
each such director, officer or controlling person for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, PROVIDED, HOWEVER, that no
holder of Registrable Securities will be liable in any such case except to the
extent that any such claim, loss, damage or liability arises out of any untrue
statement or omission based upon and in conformity with written information
furnished to the Company by
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such holder and stated to be specifically for use therein, and PROVIDED,
FURTHER, that no holder of Registrable Securities will be liable under this
Section for losses, costs, damages or expenses exceeding in the aggregate the
net proceeds to such holder in such offering.
(c) PROCEDURES FOR INDEMNIFICATION. Each party entitled to
indemnification under Subsection (a) or (b) (the "INDEMNIFIED PARTY") shall
give notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom;
PROVIDED, that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved
by the Indemnified Party (whose approval shall not be unreasonably withheld);
and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Agreement except to the extent the indemnifying party is
prejudiced thereby. The Indemnified Party may participate in such defense at
such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay
the reasonable fees and expenses of not more than one counsel selected by the
Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the
Indemnified Party shall believe in good faith that representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
(d) CONTRIBUTION. If the indemnification provided for in
Subsections (a) or (b) is unavailable to any indemnified party thereunder in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to in such Sections, then each person or entity that would
have been an indemnifying party thereunder shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and such indemnified party on the other. The relative fault shall be
determined by
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reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or such
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
or whether such losses, claims, damages or liabilities (or actions in respect
thereof) arose out of the action or failure to act of one or more of such
parties. Notwithstanding the foregoing, (i) no holder of Registrable Securities
will be required to contribute any amount in excess of the net proceeds to such
holder of all Registrable Securities sold by such holder pursuant to such
registration statement, and (ii) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Act, shall be
entitled to contribution from any person or entity who is not guilty of such
fraudulent misrepresentation.
SECTION 10. REPORTS UNDER EXCHANGE ACT. With a view to making
available to the holders of Registrable Securities the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the Commission
that may at any time permit a holder to sell securities of the Company to the
public without registration or pursuant to a registration on Form S-3, the
Company agrees to use its best efforts to satisfy the requirements of all such
rules and regulations (including the requirements for public information,
registration under the Exchange Act and timely reporting to the Commission) at
the earliest possible date (but in any event not later than 90 days) after the
effective date of the registration statement for its first registered public
offering. The Company will furnish to each holder of Registrable Securities,
whenever requested, a written statement as to its compliance with the reporting
requirements of Rule 144, the Act and the Exchange Act, a copy of its most
recent annual or quarterly report, and such other reports and information filed
by the Company as the Investor may reasonably request in connection with the
sale of Registrable Securities without registration.
SECTION 11. REGISTRATION RIGHTS OF OTHERS. Other than as stated in
this Agreement, the Company will not, without the prior written consent of the
Investor, grant to any other person or entity the right to (a) require the
Company to initiate the registration of any securities or (b) require the
Company to include in any registration, securities owned by such holder, unless
under the terms of such arrangement such holder may include securities in such
registration only to the extent that the inclusion thereof does not limit the
number of Registrable Securities included therein or adversely affect the
offering price thereof. The Company represents and warrants that it has not
granted any person or entity the right to require the Company to initiate the
registration of any securities or include in any
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registration any securities owned by such holder, other than as stated in this
Agreement.
SECTION 12. LOCK-UP AGREEMENT. Each holder of Registrable Securities
agrees that in connection with any public offering of the Company's Common
Stock, and upon the request of the managing underwriter in such offering, such
holder will not sell, grant any option for the purchase of, or otherwise
dispose of any of the Company's securities held by such holder (other than
those included in such registration) without the prior written consent of such
underwriter, for such period of time as may be requested by such underwriter
(not to exceed (a) 180 days after the effective date of such registration, in
the case of the initial public offering of the Company's Common Stock or (b) 30
days after the effective date of such registration, in the case of any other
registration). The obligation of the holders of Registrable Securities under
this Section 12 is conditional upon the agreement of all of the Company's
officers and directors and of all persons holding 5% or greater of the
Company's capital stock to be bound by the terms of this Section 12.
SECTION 13. RESTRICTIONS ON REGISTRATION. The Company shall not be
obligated to effect any registration within six months after the effective date
of registration in which the holders of Registrable Securities were given the
opportunity to participate pursuant to Section 2 provided that all of the
Registrable Securities requested by such holders were registered in such
registration. The Company may postpone each registration requested by the
holders of the Registrable Securities once for up to three months if the
Company's Board of Directors determines in good faith that such registration
can be reasonably expected to have a material adverse effect on any material
transaction or series of transactions in which the Company is engaging or
intends to engage.
SECTION 14. NOTICES. All notices, demands, requests or other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered in person, or by United States mail, certified or
registered with return receipt requested, or by nationally recognized overnight
courier service, to the addresses of the respective parties for notices in
accordance with the Investment Agreement (or, if the address of a holder of
Registrable Securities is not included therein, at the address of such holder
on the Company's stock records).
SECTION 15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, including any subsequent holders of Registrable
Securities, provided that such successors and assigns agree in writing to be
bound by this Agreement.
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SECTION 16. SURVIVAL. This Agreement, including without limitation the
obligation of the parties under Section 9 hereof, shall survive indefinitely.
SECTION 17. SEVERABILITY AND GOVERNING LAW. If any provision of this
Agreement is rendered void, invalid or unenforceable by any court of law for
any reason, such invalidity or unenforceability shall not void or render
invalid or unenforceable any other provision of this Agreement. This Agreement
is governed by and construed in accordance with the internal laws of the State
of Ohio.
SECTION 18. AMENDMENTS, ETC. This Agreement may be changed, waived,
discharged or terminated only with the written consent of the Company, holders
of a majority of the Investor Registrable Securities and holders of a majority
of the ▇▇▇▇▇▇▇▇▇▇ Registrable Securities.
SECTION 19. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and with counterpart signature pages, each of which shall be
an original, but all of which together shall constitute one in the same
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as a sealed instrument as of the date first above written.
SYGNET WIRELESS, INC.
By____________________________________
(Title)
BOSTON VENTURES LIMITED PARTNERSHIP V
By: Boston Ventures Company V, L.L.C.,
Its General Partner
By____________________________________
(Title)
______________________________________
▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III
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