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EXECUTION COPY
Exhibit 10.7
REGISTRATION RIGHTS AGREEMENT
dated as of November 24, 1999
By and among
Global Crossing Ltd.,
Softbank Corp.,
Microsoft Corporation,
Asia Global Crossing Ltd.
and
The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc.
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TABLE OF CONTENTS
Page
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Section 1. Definitions ................................................ 1
Section 2. Demand Registration ........................................ 2
(a) Requests for Registration ................................ 2
(b) Filing and Effectiveness ................................. 3
(c) Priority on Demand Registration .......................... 4
(d) Postponement of Demand Registration ...................... 4
Section 3. Piggyback Registration ..................................... 4
(a) Right to Piggyback ....................................... 4
(b) Priority on Piggyback Registrations ...................... 5
Section 4. Registration Procedures .................................... 6
Section 5. Registration Expenses ...................................... 11
Section 6. Indemnification ............................................ 12
(a) Indemnification by the Company ........................... 12
(b) Indemnification by Holders ............................... 12
(c) Conduct of Indemnification Proceedings ................... 12
(d) Contribution ............................................. 13
Section 7. Underwritten Registrations ................................. 13
Section 8. Miscellaneous .............................................. 14
(a) Remedies ................................................. 14
(b) Amendments and Waivers ................................... 14
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(c) Notices .................................................. 14
(d) Merger, Amalgamation or Consolidation of the Company ..... 16
(e) Successors and Assigns ................................... 17
(f) Counterparts ............................................. 17
(g) Titles and Subtitles ..................................... 17
(h) Governing Law ............................................ 17
(i) Separability ............................................. 17
(j) Entire Agreement ......................................... 17
(k) Submission to Jurisdiction ............................... 17
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THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of November 24, 1999, by and among GLOBAL CROSSING LTD., a
company organized under the laws of Bermuda ("Global Crossing"), SOFTBANK CORP.,
a Japanese corporation ("Softbank"), MICROSOFT CORPORATION, a Washington
corporation ("Microsoft"), THE ▇▇▇▇▇▇▇ SACHS GROUP, INC., a Delaware
corporation, ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), ASIA GLOBAL CROSSING LTD., a company organized
under the laws of Bermuda (the "Company") and each other person who becomes a
Holder (as defined below) hereunder.
RECITALS
WHEREAS, pursuant to a Subscription and Shareholders Agreement
dated September 8, 1999 among Global Crossing, Softbank, Microsoft, ▇▇▇▇▇▇▇
Sachs, and Asia Global Crossing Holdings Ltd. ("Asia Global Crossing") (the
"Subscription and Shareholders Agreement"), Global Crossing, Softbank, Microsoft
and ▇▇▇▇▇▇▇ ▇▇▇▇▇ are acquiring indirectly, through the acquisition of common
shares of Asia Global Crossing, common shares of the Company, par value 0.01 per
share ("Common Shares");
WHEREAS, to induce Global Crossing, Microsoft, Softbank and
▇▇▇▇▇▇▇ Sachs to execute and deliver the Subscription and Shareholders
Agreement, the Company has agreed to provide to the Holders (as defined below)
certain registration rights under the Securities Act; and
WHEREAS, the execution and delivery of this Agreement by the
parties hereto is a condition to the closing of the transactions contemplated by
the Subscription and Shareholders Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein and in the Subscription and Shareholders Agreement,
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following
capitalized terms have the following meanings:
"Common Shares": the Common Shares of the Company, par value
$0.01 per share.
"Exchange Act": The United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, all as
the same shall be in effect from time to time.
"Holders": each of Global Crossing, Softbank, Microsoft,
▇▇▇▇▇▇▇ ▇▇▇▇▇ and each of their transferees who agree to be bound by the
provisions of this Agreement in accordance with Section 8(e) hereof.
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"Initial Public Offering": the initial Underwritten Offering
of Common Shares of the Company, registered with the SEC, and listing of the
Common Shares on a United States securities exchange or admitted for quotation
on an inter-dealer quotation system operated by the National Association of
Security Dealers, Inc.
"Person": means any individual, firm, corporation,
partnership, limited liability company, trust, joint venture, governmental
authority or other entity.
"Prospectus": The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to such
prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.
"Registrable Securities": All Common Shares held from time to
time by the Holders and any Conversion Securities as defined in Section 8(d).
"Registration Statement": Any registration statement of the
Company under the Securities Act that covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the related Prospectus,
any preliminary prospectus, all amendments and supplements to such registration
statement (including post-effective amendments), all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.
"SEC": The United States Securities and Exchange Commission.
"Securities Act": The United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, all as the same
shall be in effect from time to time.
"Underwritten Offering": A distribution, registered pursuant
to the Securities Act, in which securities of the Company are sold to the public
through one or more underwriters.
Unless otherwise defined herein, terms defined in the
Subscription and Shareholders Agreement are used herein as therein defined.
Section 2. Demand Registration.
(a) Requests for Registration . At any time after an Initial
Public Offering and the termination of any restrictions on the sale of Common
Shares required by the underwriters in such Initial Public Offering and
subsequent to the relevant Holder becoming a direct Holder of Common Shares, and
subject to the conditions set forth in this Agreement: (i) each of Softbank,
Microsoft and Global Crossing (and their respective transferees) will have the
right, by written notice delivered to the Company (a "Demand Notice"), to
require the Company to register Registrable Securities under
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and in accordance with the provisions of the Securities Act (a "Demand
Registration"); provided that each of Softbank (and its transferees) and
Microsoft (and its transferees) may not make more than two (2) Demand
Registrations and each of Softbank, Microsoft and Global Crossing must provide
to the Company a certificate (the "Authorizing Certificate") signed by the
Holders of at least 50% of the Common Shares held by it and its transferees on
the date of such Demand Notice; and provided, further, that no Demand Notice may
be given prior to six (6) months after the effective date of the immediately
preceding Demand Registration. The Authorizing Certificate shall set forth (A)
the name of the Holder or Holders signing such Authorizing Certificate, (B) the
number of Registrable Securities held by such Holder or Holders, and, if
different, the number of Registrable Securities such Holder or Holders have
elected to have registered, and (C) the intended methods of disposition of the
Registrable Securities. A Holder may at its option withdraw Registrable
Securities from a registration. In such event (1) any continuing registration of
Registrable Securities shall constitute the Demand Registration to which such
Holder is entitled and (2) the withdrawing Holder shall reimburse the Company
for any registration and filing fees (including any fees payable to the SEC, the
National Association of Securities Dealers, Inc. or any successor organization)
it has incurred with respect to the withdrawn Registrable Securities (unless all
Registrable Securities are withdrawn, in which case the withdrawing Holder(s)
shall reimburse the Company for all costs and expenses incurred by it in
connection with the registration of such Registrable Securities). Subject to
compliance with clause (2) of the preceding sentence, a registration that is
terminated in its entirety prior to the effective date of the applicable
Registration Statement will not constitute a Demand Registration.
If a Demand Registration is not declared and maintained
effective for the period required by Section 2(b) or if the consummation of the
offering of Registrable Securities pursuant to such Demand Registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court which is not due to the act or
omission of any Holder, then the Holders shall be entitled to an additional
Demand Registration in lieu thereof.
(b) Filing and Effectiveness. (i) The Company will file a
Registration Statement relating to any Demand Registration as promptly as
practicable (but in any event within 60 days in the case of a registration made
on Form S-1 or F-1, or a comparable successor form, as applicable, or 45 days in
the case of any registration eligible to be made on Form S-3 of F-3 or a
comparable successor form, as applicable) following the date on which the Demand
Notice is given and will use its reasonable best efforts to cause the same to be
declared effective by the SEC as soon as practicable thereafter, but in any
event within 90 days thereafter (the "Effectiveness Date").
(ii) The Company agrees to use its best efforts to comply with
all necessary provisions of the federal securities laws in order to keep each
Registration Statement relating to a Demand Registration effective for a period
of six (6) months from its Effectiveness Date or such shorter period that will
terminate when all Registrable Securities covered by such Registration Statement
have been sold pursuant to such Registration Statement.
Within ten (10) business days after receipt of such Demand
Notice, the Company will serve written notice thereof (the "Notice") to all
other Holders and will, subject to the provisions of Section 2(c), include in
any registration required under this Section 2 all Registrable Securities with
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respect to which the Company receives written requests for inclusion therein
within fifteen (15) business days after such Notice to given to the applicable
Holder. The Holder will be permitted, subject to its compliance with the
provisions of Section 2(a) relating to reimbursement of the Company's expenses,
to withdraw in good faith all or part of the Registrable Securities from a
Demand Registration at any time prior to the effective date of such Demand
Registration, in which event the Company will promptly amend or, if applicable,
withdraw the related Registration Statement.
(c) Priority on Demand Registration. Notwithstanding the
foregoing, if the managing underwriter or underwriters of an Underwritten
Offering to which such Demand Registration relates advises the Holders that the
total amount of Registrable Securities that such Holders intend to include in
such Demand Registration is in the aggregate such as to materially and adversely
affect the success of such offering, then the number of Registrable Securities
to be included in such Demand Registration will, if necessary, be reduced and
there will be included in such Underwritten Offering the largest number of
Registrable Securities that, in the opinion of such managing underwriter or
underwriters, can be sold without materially and adversely affecting the success
of such Underwritten Offering. The Registrable Securities of the Holder or
Holders initiating the Demand Registration shall receive priority in such
Underwritten Offering to the full extent of the Registrable Securities such
Holder or Holders desire to sell (unless these securities would materially and
adversely affect the success of such offering, in which case the number of such
Holder's Registrable Securities included in the offering shall be reduced to the
extent necessary) and the remaining allocation available for sale, if any, shall
be allocated pro rata among the other Holders on the basis of the number of
Registrable Securities requested to be included therein by each such Holder.
(d) Postponement of Demand Registration. Notwithstanding
anything to the contrary in any other provision of this Agreement, the Company
will be entitled, on no more than one occasion in any 180 day period, to
postpone the filing period of any Demand Registration for a reasonable period of
time not in excess of 60 calendar days if the Board of Directors of the Company
determines, in the good faith exercise of its business judgment, and has
delivered to the Holders written certification to the effect, that such
registration and offering could materially interfere with a bona fide financing
transaction of the Company, including without limitation a primary offering of
securities, or any other material business transaction of the Company, or would
require disclosure of information, the premature disclosure of which could
materially and adversely affect the Company. If the Company postpones the filing
of a Registration Statement, it will promptly notify the Holders in writing when
the events or circumstances permitting such postponement have ended.
Section 3. Piggyback Registration.
(a) Right to Piggyback. If at any time the Company proposes
to file a Registration Statement, whether or not for sale for the Company's own
account, on a form and in a manner that would also permit registration of
Registrable Securities (other than in connection with a registration statement
on Forms S-4 or S-8 or any similar or successor form), the Company shall give to
Holders holding Registrable Securities written notice of such proposed filing at
least thirty (30) days before the anticipated filing. The notice referred to in
the preceding sentence shall offer Holders the
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opportunity to register such amount of Registrable Securities as each Holder may
request (a "Piggyback Registration"). Subject to Section 3(b), the Company will
include in each such Piggyback Registration (and any related qualification under
state blue sky laws and other compliance filings, and in any underwriting
involved therein) all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within fifteen (15) days
after the written notice from the Company is given. Each Holder will be
permitted, subject to its compliance with the provisions of Section 2(a)
relating to reimbursement of the Company's expenses, to withdraw all or part of
its Registrable Securities from a Piggyback Registration at any time prior to
the effective date of such Piggyback Registration.
Notwithstanding the foregoing, the Company will not be
obligated to effect any registration of Registrable Securities under this
Section 3 as a result of the registration of any of its securities solely as
direct consideration for mergers or acquisitions or offered solely in connection
with exchange offers, dividend reinvestment and share purchase plans, rights
offerings or option or other employee benefit plans.
(b) Priority on Piggyback Registrations. The Company will
cause the managing underwriter or underwriters of a proposed Underwritten
Offering to permit Holders holding Registrable Securities requested to be
included in the registration for such offering to include therein all such
Registrable Securities requested to be so included (such securities, together
with any other shares of the same class requested to be included in such
registration by any other Person pursuant to similar registration rights, the
"Piggyback Shares") on the same terms and conditions as any securities of the
Company included therein (other than the indemnification by the Holders, which
will be limited as set forth in Section 6(b) hereof and provided, that the
Holders give customary representations and warranties). The Company shall
cooperate with any such Holder of Registrable Securities in order to limit any
representations and warranties to, or agreements with, the Company or the
underwriters to be made by such Holder only to those representations, warranties
or agreements regarding such Holder, such Holder's Registrable Securities and
such Holder's intended method of distribution and any other representation
required by law. Notwithstanding the foregoing, if the managing underwriter or
underwriters of such Underwritten Offering advises the Holders to the effect
that the total amount of securities that such Holders, the Company and any other
Person propose to include in such Underwritten Offering is such as to materially
and adversely affect the success of such offering, then the Company will include
in such registration:
(x) in the case of a registration in connection with
a sale of securities for the Company's own account, (i) first, 100% of
the securities that the Company proposes to sell for its own account,
and (ii) second, to the extent that the number of securities in clause
(i) above is less than the number of securities which the Company has
been advised can be sold in such offering without having the adverse
effect referred to above, the number of Piggyback Shares of each Holder
and the number of Piggyback Shares requested to be included in such
offering by any other Persons pursuant to similar registration rights,
determined pro rata on the basis of the number of shares of the class
being sold owned by each Holder requesting registration and such other
Persons requesting registration, collectively; and
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(y) in the case of a registration in connection with
a sale of securities on account of any Person other than the Company
(the "Initiating Party"), other than a Demand Registration, (i) first,
100% of the securities, if any, that the Initiating Party proposes to
sell, (ii) second, to the extent that the number of securities in
clause (i) above is less than the number of securities which the
Company has been advised can be sold in such offering without having
the adverse effect referred to above, the number of Piggyback Shares of
each Holder and the number of Piggyback Shares requested to be included
in such offering by any other Persons pursuant to similar registration
rights, determined pro rata on the basis of the number of shares of the
class being sold owned by each Holder requesting registration and such
other Persons requesting registration, collectively, and (iii) third,
to the extent that the number of securities in clauses (i) and (ii)
above is less than the number of securities which the Company has been
advised can be sold in such offering without having the adverse effect
referred to above, the securities sought to be included by the Company
in the offering.
Section 4. Registration Procedures. In connection with the Company's
registration obligations pursuant to Sections 2 and 3, the Company will effect
such registrations to permit the sale of such Registrable Securities in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto the Company will as expeditiously as possible, and in each case
to the extent applicable (it being understood that the obligations of the
Company in clauses (a), (b), (d), (h), (j), (k), (l) and (n) of this Section 4
will be subject to the first sentence of Section 3(b) and, except as provided in
Section 3(b), the Holders will not have any right to effect an underwritten
public offering under Section 3):
(a) Prepare and file with the SEC a Registration Statement or
Registration Statements on any appropriate form under the Securities
Act available for the sale of the Registrable Securities by the holders
thereof in accordance with the intended method or methods of
distribution thereof, and cause each such Registration Statement to
become effective and remain effective as provided herein; provided,
however, that before filing a Registration Statement or Prospectus or
any amendments or supplements thereto (including documents that would
be incorporated or deemed to be incorporated therein by reference) the
Company will furnish to the Holders holding Registrable Securities
covered by such Registration Statement, not more than one counsel
chosen by Holders holding a majority of the Registrable Securities
being registered ("Special Counsel") and the managing underwriters, if
any, copies of all such documents proposed to be filed, which documents
will be subject to the review of such Holders, such Special Counsel and
such underwriters, and the Company will not file any such Registration
Statement or amendment thereto or any Prospectus or any supplement
thereto (excluding such documents that, upon filing, will be
incorporated or deemed to be incorporated by reference therein) to
which the Holders holding a majority of the Registrable Securities
covered by such Registration Statement or the managing underwriter, if
any, shall reasonably object.
(b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement continuously effective
for the applicable periods specified in Section 2; cause the related
Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under
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the Securities Act; and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with
the intended methods of disposition by the sellers thereof set forth in
such Registration Statement as so amended or in such Prospectus as so
supplemented.
(c) Notify the selling Holders and the managing underwriters,
if any, promptly, and (if requested by any such Person) confirm such
notice in writing, (i) when a Prospectus or any Prospectus supplement
or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same
has become effective, (ii) of any request by the SEC or any other
federal or state governmental authority for amendments or supplements
to a Registration Statement or related Prospectus or for additional
information, (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if at any time the representations
and warranties of the Company contained in any agreement contemplated
by Section 4(n) (including any underwriting agreement) cease to be true
and correct in any material respect, (v) of the receipt by the Company
of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (vi) of the occurrence of any event that
makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires
the making of any changes in a Registration Statement, Prospectus or
any such document so that, in the case of the Registration Statement,
it will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading and, in the case of the
Prospectus, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated or necessary
to make the statements therein, in light of the circumstances under
which they were made, not misleading, and (vii) of the Company's
reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.
(d) Use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement,
or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest possible moment.
(e) If requested by the managing underwriters, if any, or
Holders holding a majority of the Registrable Securities being
registered, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriters,
if any, and such Holders agree should be included therein as may be
required by applicable law and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters
to be incorporated in such Prospectus supplement or post-effective
amendment; provided, however, that the Company will not be required to
take any actions under this Section 4(e) that are not, in the opinion
of counsel for the Company, in compliance with applicable law.
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(f) Furnish to each selling Holder and each managing
underwriter, if any, without charge, at least one conformed copy of the
Registration Statement and any post-effective amendment thereto (but
excluding schedules, all documents incorporated or deemed incorporated
therein by reference and all exhibits, unless requested in writing by
such Holder or underwriter).
(g) Deliver to each selling Holder and the underwriters, if
any, without charge as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such persons may
reasonably request; and, subject to the last paragraph of this Section
4, the Company hereby consents to the use of such Prospectus or each
amendment or supplement thereto by each of the selling Holders and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto.
(h) Prior to any public offering of Registrable Securities, to
register or qualify or cooperate with the selling Holders, the
underwriters, if any, and their respective counsel in connection with
the registration or qualification (or exemption from such registration
or qualification) of such Registrable Securities for offer and sale
under the securities or blue sky laws of such jurisdictions within the
United States as any seller or underwriter reasonably requests in
writing; use all reasonable efforts to keep such registration or
qualification (or exemption therefrom) effective during the period the
applicable Registration Statement is required to be kept effective and
do any and all other acts or things necessary or advisable to enable
the disposition in each such jurisdiction of the Registrable Securities
covered by the applicable Registration Statement; provided, however,
that the Company will not be required to (i) qualify to do business in
any jurisdiction where it is not then so qualified or (ii) take any
action that would subject it to taxation or service of process in any
such jurisdiction where it is not then so subject.
(i) Cooperate with the selling Holders and the managing
underwriters, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be sold and
enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, shall
request at least two business days prior to any sale of Registrable
Securities to the underwriters.
(j) Use its reasonable best efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or
authorities within the United States except as may be required solely
as a consequence of the nature of any selling Holder's business, in
which case the Company will cooperate in all reasonable respects with
the filing of such Registration Statement and the granting of such
approvals as may be necessary to enable the seller or sellers thereof
or the underwriters, if any, to consummate the disposition of such
Registrable Securities.
(k) Upon the occurrence of any event contemplated by Section
4(c)(vi) or 4(c)(vii), prepare a supplement or post-effective amendment
to each Registration Statement
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or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(l) If requested by Holders holding a majority of the
Registrable Securities covered by such Registration Statement or the
managing underwriters, if any, use its best efforts to cause all
Registrable Securities covered by such Registration Statement to be (i)
listed on each securities exchange, if any, on which securities issued
by the Company of the same class are then listed or, if no such
securities issued by the Company are then so listed, on the New York
Stock Exchange or another national securities exchange if the
securities qualify to be so listed or (ii) authorized to be quoted on
the National Association of Securities Dealers Automated Quotation
System ("Nasdaq") or the National Market System of Nasdaq, if the
securities qualify to be so quoted.
(m) As needed, (i) engage an appropriate transfer agent and
provide the transfer agent with printed certificates for the
Registrable Securities in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the
Registrable Securities.
(n) Enter into such customary agreements (including, in the
event of an Underwritten Offering, an underwriting agreement in form,
scope and substance as is customary in underwritten offerings) and take
all such other commercially reasonable and customary actions in
connection therewith (including those reasonably requested by the
Holders holding a majority of the Registrable Securities being sold or,
in the event of an Underwritten Offering, those reasonably requested by
the managing underwriters) in order to facilitate the disposition of
such Registrable Securities and in such connection, but only where an
underwriting agreement is entered into in connection with an
Underwritten Offering, (i) make such representations and warranties to
the underwriters with respect to the businesses of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference therein,
if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm
the same if and when requested; (ii) obtain opinions of counsel to the
Company and updates thereof, which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the managing
underwriters, if any, addressed to each of the underwriters covering
the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such
underwriters; (iii) obtain "comfort" letters and updates thereof from
the independent certified public accountants of the Company (and, if
necessary, any other certified public accountants of any subsidiary of
the Company or of any business acquired by the Company for which
financial statements and financial data is, or is required to be,
included in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters
of the type customarily covered in "comfort" letters in connection with
underwritten offerings; (iv) cause the Company's management to be made
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available for, and assist in, the marketing and disposition of such
Registrable Securities in the manner and to the extent reasonably
requested by the underwriters including, without limitation,
participation by management in customary road shows, investor
conferences and other similar presentations and (v) deliver such
documents and certificates as may be reasonably requested by the
managing underwriters, if any, to evidence the continued validity of
the representations and warranties of the Company and its subsidiaries
made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in the underwriting agreement entered
into by the Company. The foregoing actions will be taken in connection
with each closing under such underwriting agreement as and to the
extent required thereunder.
(o) Make available for reasonable inspection during normal
business hours by a representative of the Holders holding Registrable
Securities being sold, any underwriter participating in any disposition
of Registrable Securities, and any attorney or accountant retained by
such selling Holders or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably
requested by any such representative, underwriter, attorney or
accountant in connection with such Registration Statement; provided,
however, that any records, information or documents that are designated
by the Company in writing as confidential at the time of delivery of
such records, information or documents will be kept confidential by
such Persons unless (i) such records, information or documents are in
the public domain or otherwise publicly available, (ii) disclosure of
such records, information or documents is required by court or
administrative order; provided, that such Holder notifies the Company
of any such requirement and cooperates with the Company in seeking a
protective or restraining order limiting such disclosure, or (iii)
disclosure of such records, information or documents, in the reasonable
opinion of counsel to such Person, is otherwise required by law
(including, without limitation, pursuant to the requirements of the
Securities Act).
(p) Comply with all applicable rules and regulations of the
SEC and make generally available to its security holders earnings
statements satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 calendar days after the end of any
12-month period (or 90 calendar days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm commitment or best efforts Underwritten
Offering, or (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company,
after the effective date of a Registration Statement, which statements
shall cover such 12-month period.
The Company may require each seller of Registrable Securities
as to which any registration is being effected to furnish to the Company such
information regarding the distribution of such Registrable Securities as the
Company may, from time to time, reasonably request in writing, and the Company
may exclude from such registration the Registrable Securities of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.
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Each Holder will be deemed to have agreed by virtue of its
acquisition of Registrable Securities that, upon receipt of any notice from the
Company of the occurrence of any event of the kind described in Section
4(c)(ii), 4(c)(iii), 4(c)(v), 4(c)(vi) or 4(c)(vii) ("Suspension Notice"), such
Holder will forthwith discontinue disposition of such Registrable Securities
covered by such Registration Statement or Prospectus (a "Black-Out") until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 4(k), or until it is advised in writing (the "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and
such Holder has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus.
Except as expressly provided herein, there shall be no limitation with regard to
the number of Suspension Notices that the Company is entitled to give hereunder;
provided, however, that in no event shall the aggregate number of days the
Holders are subject to Black-Out during any period of 12 consecutive months
exceed 180 days.
Section 5. Registration Expenses. Except as provided in Section 2(a)
and Section 9, all fees and expenses incident to the performance of or
compliance with this Agreement by the Company will be borne by the Company
whether or not any of the Registration Statements become effective. Such fees
and expenses will include, without limitation, (i) all registration and filing
fees (including fees and expenses for compliance with federal or state
securities laws or state "blue sky" laws), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company and of printing
a reasonable number of prospectuses if the printing of such prospectuses is
requested by the Holders holding a majority of the Registrable Securities
included in any Registration Statement), (iii) messenger, telephone and delivery
expenses incurred by the Company, (iv) fees and disbursements of counsel for the
Company incurred by the Company, (v) fees and disbursements of all independent
certified public accountants referred to in Section 4(n)(iii) (including the
expenses of any special audit and "comfort" letter required by or incident to
such performance) incurred by the Company, and (vi) reasonable fees and expenses
of Special Counsel retained by the Holders in connection with the registration
and sale of their Registrable Securities (which counsel will be selected by the
Holders of a majority of the Registrable Securities being sold); provided,
however, that the Company shall not pay any such fees and expenses of Special
Counsel which exceed $200,000 in the aggregate for all Registration Statements.
In addition, the Company will pay 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, the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange on which securities of the same class
issued by the Company are then listed or for admission of any securities for
quotation or an inter-dealer quotation system, as applied and the fees and
expenses of any Person, including special experts, retained by the Company. In
no event, however, will the Company be responsible for any underwriting discount
or selling commission with respect to any sale of Registrable Securities
pursuant to this Agreement, and the Holders shall be responsible on a pro rata
basis for any taxes of any kind (including, without limitation, transfer taxes)
with respect to any disposition, sale or transfer of Registrable Securities and
for any legal, accounting and other expenses incurred by them, except as
provided above with respect to Special Counsel, in connection with any
Registration Statement.
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Section 6. Indemnification.
(a) Indemnification by the Company. The Company will indemnify
and hold harmless, to the fullest extent permitted by law, each Holder holding
Registrable Securities registered pursuant to this Agreement, the officers,
directors and agents and employees of each of them, each Person who controls
such a Holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, agents and employees of any
such controlling person, from and against all losses, claims, damages,
liabilities, costs (including without limitation the costs of investigation and
attorneys' fees) and expenses (collectively, "Losses"), arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or form of Prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except insofar and to the extent as the same are based upon information
furnished in writing to the Company by such Holder specifically for use therein.
(b) Indemnification by Holders. In connection with any
Registration Statement in which a Holder is participating, such Holder will
furnish to the Company in writing such information as the Company reasonably
requests for use in connection with any Registration Statement, Prospectus or
preliminary prospectus and will indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors and officers, agents and
employees, each person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling persons, from and against all
Losses arising out of or based upon any untrue statement of a material fact
contained in any Registration Statement, Prospectus or preliminary prospectus or
arising out of or based upon any omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, to
the extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the
Company specifically for use in such Registration Statement, Prospectus or
preliminary prospectus and was relied upon by the Company in the preparation of
such Registration Statement, Prospectus or preliminary prospectus. In no event
will the liability of any selling Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.
(c) Conduct of Indemnification Proceedings. If any person
shall become entitled to indemnity hereunder (an "indemnified party"), such
indemnified party shall give prompt notice to the party from which such
indemnity is sought (the "indemnifying party") of any claim or of the
commencement of any action or proceeding with respect to which such indemnified
party seeks indemnification or contribution pursuant hereto; provided, however,
that the failure to so notify the indemnifying party will not relieve the
indemnifying party from any obligation or liability except to the extent that
the indemnifying party has been prejudiced materially by such failure. All
reasonable fees and expenses (including any reasonable fees and expenses
incurred in connection with investigating or preparing to defend such action or
proceeding) will be paid to the indemnified party (provided appropriate
documentation for such expenses is also submitted with such notice), as
incurred, within five calendar days of written notice thereof to the
indemnifying party (regardless of whether it is ultimately determined that an
indemnified party is not entitled to indemnification
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hereunder). The indemnifying party will not consent to entry of any judgment or
enter into any settlement or otherwise seek to terminate any action or
proceeding in which any indemnified party is or could be a party and as to which
indemnification or contribution could be sought by such indemnified party under
this Section 6, unless such judgment, settlement or other termination includes
as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release, in form and substance reasonably satisfactory to
the indemnified party, from all liability in respect of such claim or litigation
for which such indemnified party would be entitled to indemnification hereunder.
(d) Contribution. If the indemnification provided for in this
Section 6 is unavailable to an indemnified party under Section 6(a) or 6(b) in
respect of any Losses or is insufficient to hold such indemnified party
harmless, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, will, severally but not jointly, 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 or indemnifying parties, on the one hand, and such indemnified party, on
the other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party or indemnifying parties, on the
one hand, and such indemnified party, on the other hand, will 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 related 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 will be deemed to include any legal
or other fees or expenses incurred by such party in connection with any action
or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) 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 provisions of this Section 6(d), an indemnifying
party that is a selling Holder will not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities 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 statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
The indemnity, contribution and expense reimbursement
obligations of the Company hereunder will be in addition to any liability the
Company may otherwise have hereunder or otherwise. The provisions of this
Section 6 will survive so long as Registrable Securities remain outstanding,
notwithstanding any permitted transfer of the Registrable Securities by any
Holder thereof or any termination of this Agreement.
Section 7. Underwritten Registrations. If any of the Registrable
Securities included in any Demand Registration are to be sold in an Underwritten
Offering, the Holders holding a majority of
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the Registrable Securities included in the Demand Notice may select an
investment banker or investment bankers and manager or managers to manage the
Underwritten Offering, provided that such investment banker or bankers is (are)
reasonably acceptable to the Company. If any Piggyback Registration is an
Underwritten Offering, the Company will have the exclusive right to select the
investment banker or investment bankers and managers to administer the offering.
The Company and the Holders agree that, in connection with any Underwritten
Offering hereunder, they shall each undertake to offer customary
indemnification, representations and warranties to the participating
underwriters and to agree to any restrictions required by the underwriters on
the sale of Common Shares or other securities by such party after the completion
of the Underwritten Offering; provided, however, that (i) the period of such
restrictions shall not exceed 180 days (in the case of the Initial Public
Offering) or 90 days (in the case of a subsequent Underwritten Offering) and
(ii) the restrictions so imposed on the Holders shall be no more onerous than
the restrictions imposed on Global Crossing.
Section 8. Miscellaneous.
(a) Remedies. In the event of a breach by a party of its
obligations under this Agreement, each other party, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement.
Each party agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of any provision of this Agreement
and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it will waive the defense that a remedy
at law would be adequate.
(b) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented without the prior written consent
of the Company, Holders holding in excess of 50% of the Registrable Securities
held by Softbank and its transferees and Holders holding in excess of 50% of the
Registrable Securities held by Microsoft and its transferees. No amendment that
materially adversely affects any particular Holder may be effected to this
Agreement without the consent of such Holder.
(c) Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given: (i) upon personal delivery
to the party to be notified; (ii) when sent by confirmed telex or facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day; (iii) upon delivery if sent by registered or certified mail,
return receipt requested, postage prepaid; or (iv) upon delivery if deposited
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to the Company to:
Asia Global Crossing Ltd.
c/o Global Crossing Ltd.
Wessex House
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of D. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Global Crossing to:
Global Crossing Ltd.
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
Attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of D. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Softbank to:
Softbank Corp.
▇▇-▇, ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇
▇▇▇▇▇, ▇▇▇▇▇ 103-8501
Attention of Chief Executive Officer
Facsimile: (▇▇▇) ▇▇▇▇-▇▇▇▇
and
Softbank Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. and ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
If to Microsoft to:
Microsoft Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of Chief Financial Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Microsoft Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of General Counsel, Finance and Operations
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇ Sachs to:
The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of General Counsel
Facsimile: [ ]
with a copy to:
Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address or addresses as shall be designated in writing. All
notices shall be effective when received.
(d) Merger, Amalgamation or Consolidation of the Company. If
the Company is a party to any merger, amalgamation, or consolidation pursuant to
which the Registrable Securities are converted into or exchanged for securities
or the right to receive securities of any other person
16
20
("Conversion Securities"), the issuer of such Conversion Securities shall assume
(in a writing delivered to all Holders) all obligations of the Company
hereunder. The Company will not effect any merger, amalgamation, or
consolidation described in the immediately preceding sentence unless the issuer
of the Conversion Securities complies with this Section 8(d).
(e) Successors and Assigns. Subject to the terms and
conditions of the Subscription and Shareholders Agreement, any lawful transferee
of all or a portion of the Registrable Securities shall become a Holder
hereunder to the extent it agrees in writing to be bound by all of the
provisions applicable hereunder to the transferring Holder (such acknowledgment
being evidenced by execution and delivery to the Company of a Counterpart and
Acknowledgment substantially in the form of Exhibit A). Subject to the
requirements of this Section 8(e), this Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of the parties hereto.
(f) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
(g) Titles and Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
(h) Governing Law. This Agreement shall be governed in all
respects by the laws of the State of New York.
(i) Separability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(j) Entire Agreement. This Agreement and the other documents
delivered pursuant hereto and the Subscription and Shareholders Agreement
constitute the full and entire understanding and agreement between the parties
with regard to the subjects thereto and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.
(k) Submission to Jurisdiction. Each party hereto irrevocably
consents to the jurisdiction and venue of the courts of the State of New York
and the courts of the United States for the Northern or Southern Districts of
New York, and in the courts hearing appeals therefrom, for the resolution of any
dispute, action, suit or proceeding arising out of or relating to this
Agreement. Each party hereby irrevocably waives, and agrees not to assert, by
way of motion, as a defense, counterclaim or otherwise, in any action or
proceeding with respect to this Agreement, the defense of sovereign immunity,
any claim that it is not personally subject to the jurisdiction of the above-
named courts for any reason other than the failure to serve process in
accordance with this Section 8, that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise),
and to the fullest extent permitted by applicable law, that the suit, action or
proceeding in any such court is brought in an inconvenient forum, that the venue
of such suit, action or proceeding is improper, or that this Agreement, or the
subject matter hereof or thereof, may not be enforced in or by such courts and
17
21
further irrevocably waives, to the fullest extent permitted by applicable law,
the benefit of any defense that would hinder, ▇▇▇▇▇▇ or delay the levy,
execution or collection of any amount to which the party is entitled pursuant to
the final judgment of any court having jurisdiction.
9. Notwithstanding anything herein to the contrary, the
Company shall not have any financial obligation pursuant to this Agreement
unless and until the Company is able to satisfy (after taking into account such
obligation) the requirements of Section 39A(2A) of the Companies ▇▇▇ ▇▇▇▇. For
this purposes, the Company shall be considered to satisfy such requirements if
it receives a written opinion or certificate from its independent auditors to
that effect.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
GLOBAL CROSSING LTD.
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title: Chief Financial
SOFTBANK CORP.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇
Title: Chairman
MICROSOFT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President; Chief
Financial Officer
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: General Counsel
ASIA GLOBAL CROSSING LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title:
23
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
COUNTERPART AND ACKNOWLEDGMENT
TO: The Company
RE: The Registration Rights Agreement (the "Agreement") dated as
of _______, 1999, by and among the Company and the Holders (as
defined in the Agreement)
The undersigned hereby agrees to be bound by the terms of the
Agreement as a party to the Agreement, and shall be entitled to all benefits of
the Holders (as defined in the Agreement) and shall be subject to all
obligations and restrictions of the Holders pursuant to the Agreement, as fully
and effectively as though the undersigned had executed a counterpart of the
Agreement together with the other parties to the Agreement. The undersigned
hereby acknowledges having received and reviewed a copy of the Agreement.
DATED this _____ day of ____________, _____
By:
Title:
Number of
Shares of
Registrable Securities: