Exhibit VI
February 4, 2000
SBC Communications Inc.
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Telefonos de Mexico S.A. de C.V.
Parque Via 198, Oficina 701
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Re: Network Access Solutions Corporation
Dear Sirs:
This letter will confirm our agreement on certain
registration rights issues.
Reference is made to the Stock Purchase Agreement (the "SBC
Stock Purchase Agreement") dated as of February 4, 2000 between
SBC Communications Inc. ("SBC") and Network Access Solutions
Corporation ("NAS") contemplating the issuance of Series B
Preferred Stock of NAS to SBC and a Stock Purchase Agreement (the
"Telmex Stock Purchase Agreement") dated as of February 4, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ S.A. de C.V. ("Telmex") and NAS
contemplating the issuance of Series B Preferred Stock of NAS to
Telmex. Capitalized terms in this letter not otherwise defined
shall have the meanings in such Stock Purchase Agreements.
Reference is made to the Investor Rights Agreement (the
"Investor Rights Agreement") dated as of August 6, 1998 between
NAS and the undersigned (other than SBC and Telmex), which grants
to the undersigned registration rights as set forth therein. All
signatories to the Investor Rights Agreement are included as
signatories to this letter. The undersigned (other than SBC and
Telmex) constitute all of the Prior Holders.
Each of the undersigned hereby consents to each Holder under
the SBC Stock Purchase Agreement (a "SBC Holder") and each Holder
under the Telmex Stock Purchase Agreement (a "Telmex Holder")
participating in any registration statement in which the Prior
Holders may participate with respect to securities of NAS and to
the extent not all shares to be offered by the SBC Holders and
Telmex Holders and the Prior Holders may be sold under any such
registration statement, agrees to reduce the number of shares the
SBC Communications Inc.
February 4, 2000
Page 2
Prior Holders, as a group, may sell under such registration
statement on a pro rata basis with the SBC Holders as a group
and the Telmex Holders as a group, with such pro rata reduction
based on the number of shares of Common Stock, or the shares of
Common Stock represented by Convertible Securities, that each
group owns or Beneficially Owns at the time of the relevant
Registration Request.
SBC hereby consents to each Telmex Holder and Prior Holder
participating in any registration statement in which SBC may
participate with respect to securities of NAS and to the extent
not all shares to be offered by the Prior Holders and SBC may be
sold under any such registration statement, agrees to reduce the
number of shares SBC may sell under such registration statement
on a pro rata basis with the Prior Holders as a group and with
the Telmex Holders as a group, with such pro rata reduction based
on the number of shares of Common Stock, or the shares of Common
Stock represented by Convertible Securities, that each group owns
or Beneficially Owns at the time of the relevant Registration
Request.
Telmex hereby consents to each SBC Holder and Prior Holder
participating in any registration statement in which Telmex may
participate with respect to securities of NAS and to the extent
not all shares to be offered by the Prior Holders and Telmex may
be sold under any such registration statement, agrees to reduce
the number of shares Telmex may sell under such registration
statement on a pro rata basis with the Prior Holders as a group
and with the SBC Holders as a group, with such pro rata reduction
based on the number of shares of Common Stock, or the shares of
Common Stock represented by Convertible Securities, that each
group owns or Beneficially Owns at the time of the relevant
Registration Request.
The Investor Rights Agreement and the SBC Stock Purchase
Agreement and the Telmex Stock Purchase Agreement are superseded
in all respects necessary to achieve the arrangements in this
letter.
The obligations of this letter shall be binding upon the
successors and assigns of the parties (and any assignee or
transferee of any of the shares that are the subject of this
letter).
If this letter reflects our understanding, please sign
below.
[Signature Pages Follow]
SBC Communications Inc.
February 4, 2000
Page 3
Spectrum Equity Investors II, L.P.
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SEA 1998 II, L.P.
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FBR Technology Venture
Partners L.P.
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W2 Venture Partners, LLC
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Agreed:
SBC Communications Inc.
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Telefonos de Mexico, S.A. de C.V.
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