STARTEC GLOBAL COMMUNICATIONS CORPORATION
COMMON STOCK
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of December , 1999 by and among Startec Global Communications
Corporation, a Delaware corporation (the "Company"), and the holders of
Registrable Securities (the "Holders") signatory to this Agreement.
This Agreement is made pursuant to the Subscription Agreements (the
"Subscription Agreements") of even date herewith by and among the Company and
certain Purchasers (including the Holders) relating to a private placement (the
"Private Placement") pursuant to which such Purchasers have agreed to purchase
from the Company certain shares of its Common Stock. In order to induce the
Holders to enter into the Subscription Agreements, the Company has agreed to
provide the registration rights set forth in this Agreement for the benefit of
the Holders.
The parties hereby agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, certain terms not
otherwise defined herein shall have the meanings set forth in the Subscription
Agreements, and the following terms shall have the following respective
meanings:
"Affiliate" of a specified Person means any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with the Person specified, or who holds or beneficially
owns 50% or more of the equity interest in the Person specified or 50% or more
of the voting securities of the Person specified.
"Commission" means the Securities and Exchange Commission.
"Company" means Startec Global Communications Corporation, a Delaware
corporation or any successor to it or to its business.
"Common Stock" means the Common Stock of the Company, par value $.01
per share.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute thereto, and the rules and regulations of the
Commission promulgated thereunder.
"Expiration Date" means the earlier of (i) the second (2nd) anniversary
of the final closing date for the purchase and sale of the Shares under the
Private Placement or (ii) the date on which no Holder or his permitted
transferee or assignee (other than a person who purchases
shares pursuant to a registration statement filed pursuant to this
Agreement)holds any Registrable Securities.
"Holders" shall have the meaning set forth in the first paragraph of
this Agreement, and shall include their respective successors and assigns;
PROVIDED, HOWEVER, that the registration rights hereunder shall only be
available to the initial holders and transferees or assignees who are Affiliates
of such Initial Holders who agree to be bound by the provisions of this
Agreement.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or governmental or other agency or political
subdivision thereof.
"Register," "registered" or "registration" refer to a registration
effected by preparing and filing a registration statement or similar document
with the Commission in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act or any successor rule providing for offering of
securities on a continuous basis ("Rule 415"), and the declaration or ordering
of effectiveness of such Registration Statement by the Securities and Exchange
Commission.
"Registrable Securities" means the shares of Common Stock of the
Company initially issued and sold by the Company pursuant to the Purchase
Agreement and owned by a Holder (or a transferee or assignee who is an affiliate
of such Holder), and any shares of Common Stock issued or issuable pursuant to a
stock split, stock dividend, recapitalization or similar event with respect to
the Shares, or any shares of Common Stock otherwise issuable with respect to the
Shares. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when such securities shall have been disposed of
pursuant to an effective registration statement, or such securities shall have
been transferred to any Person other than the Holders pursuant to Rule 144 (or
any successor provision) under the Securities Act or they shall have ceased to
be held by the Holders or any transferee or assignee who is an Affiliate of such
Holders.
"Registration Expenses" means all expenses incident to the performance
of or compliance with the registration rights granted herein, including, without
limitation, all registration, filing, listing and NASD fees, all fees and
expenses of complying with securities or blue sky laws, all printing expenses,
accounting fees and the fees and expenses of the Company's counsel; PROVIDED,
HOWEVER, that Registration Expenses shall not include underwriting discounts,
broker or similar selling commissions or fees and transfer taxes, if any,
applicable to the Registrable Securities, all of which shall be borne by the
Selling Holders.
"Securities Act" means the Securities Act of 1933, as amended, or any
successor statute thereto, and the rules and regulations of the Commission
promulgated thereunder.
"Selling Holders" means those Holders (or permitted transferees or
assignees of such Holders) who are participating in a registration pursuant to
Section 2 hereof and who are selling
Registrable Securities thereunder.
"Shares" means the Company's Common Stock issued and sold in the
Private Placement pursuant to the Subscription Agreements.
"Subscription Agreements" shall have the meaning set forth in the
second paragraph of this Agreement.
"Violation" shall have the meaning set forth in Section 4(a).
2. REGISTRATION RIGHTS.
(a) MANDATORY REGISTRATION. Subject to paragraph 2(b)
below, within sixty (60) days from the final closing of the Private
Placement, the Company agrees to file a registration statement on Form
S-3 with the Commission registering for sale under the Securities Act
the Shares. If the Company is unable to use Form S-3, another form of
registration statement for which the Company is eligible will be used.
If the Company does not file a registration statement for the Shares on
the appropriate form, within sixty (60) days of the completion of the
final closing of the Private Placement (subject to (b) below), the
Company will issue to each Purchaser in the Private Placement, for no
additional consideration, an additional 10% of the Shares sold to each
such Investor in the Private Placement. Any Holder who does not wish to
include Registrable Shares in the registration statement to be filed by
the Company pursuant to this Section 2(a) shall provide written notice
to the Company prior to the date upon which such filing is made with
the Commission.
(b) If the Company shall furnish to the Holders a
certificate signed by its President stating that in the good faith
judgment of the Board of Directors of the Company it would be seriously
detrimental to the Company and its shareholders for such registration
statement to be filed by reason solely of a material activity or
pending transaction (such as a material acquisition, joint venture,
merger, consolidation or financing transaction) and it is therefore
advisable to defer the filing of such registration statement, the
Company shall have a one-time right to defer such filing for a period
of not more than sixty (60) days after the date upon which the Company
would otherwise have been required to file a registration statement
pursuant to Section 2(a). The Company hereby confirms that it is not
aware of any event, development, fact or state of affairs that exists
as of the date hereof that constitutes, or that would reasonably be
expected to lead to, a material activity or pending transaction within
the meaning of the preceding sentence.
(c) By executing this Agreement, each Holder acknowledges
that the Company's obligation to register is limited to one
registration statement which becomes effective under the Securities
Act, and, provided that the Company complies with its obligations under
this Agreement, no further registration statements (other than required
amendments or supplements to the original registration statement) will
be filed for the benefit of the Holders.
(d) EFFECTIVENESS OF REGISTRATION STATEMENT. The Company
shall use best
efforts to obtain effectiveness of the registration statement as soon
as practicable and shall continue to use its best efforts to maintain
such effectiveness for the registration until the Expiration Date. Any
registration pursuant to this Agreement shall not be deemed to have
been effected unless it has become effective with the Commission.
Notwithstanding the foregoing, a registration statement will not be
deemed to have been effected if after it has become effective under the
Securities Act, such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other
governmental agency or any court proceeding for any reason. The Company
shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a registration statement, and, if
such an order is issued, to obtain the withdrawal of such order at the
earliest possible moment and to notify each Holder who holds
Registrable Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance of such order and
the resolution thereof.
(e) The Company may rely and shall be protected in
relying upon any resolution, certificate, opinion, request,
communication, demand, receipt or other paper or document in good faith
believed by it to be genuine and to have been signed or presented by
the proper party or parties. The Company may act in reliance upon the
advice of its counsel in reference to any matter in connection with
this Agreement and shall not incur any liability for any action taken
in good faith in accordance with such advice. In the event the Company
receives conflicting instructions regarding any action to be taken or
withheld hereunder, the Company may suspend further action relating to
such action until such time as the conflicting instructions are
resolved by the parties giving the same or until the Company is
instructed to take or withhold the requested action by a final order
from which no appeal may be taken issued by a court of competent
jurisdiction.
(f) REGISTRATION EXPENSES. The Company shall pay all
Registration Expenses incurred in connection with the registration of
Registrable Securities pursuant to Section 2(a).
(g) ELIGIBILITY FOR FORM S-3. The Company represents and
warrants that it meets as of the date hereof the requirements for the
use of Form S-3 for registration of the resale by a Holder of the
Registrable Securities.
3. REGISTRATION PROCEDURES.
(a) In connection with the Company's obligation to effect
the registration of any Registrable Securities under the Securities Act
as provided in Section 2, the Company, as expeditiously as possible and
subject to the terms and conditions herein, will use its best efforts
to:
(i) to effect the registration of the registration
statement prepared and filed with the Commission pursuant to
Section 2(a) above and to cause such
registration to become effective as soon as practicable;
(ii) prepare and file with the Commission such
amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such
registration statement until such time as all of such
securities have been disposed of in accordance with the
intended methods of disposition by the Selling Holders thereof
set forth in such registration statement or, if earlier, until
the Expiration Date;
(iii) furnish to the Selling Holders such number of
conformed copies of such registration statement and of each
such amendment and supplement thereto (in each case including
all exhibits), such number of copies of the prospectus
contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any
other prospectus filed under the Securities Act, in conformity
with the requirements of the Securities Act, and such other
documents, in each case, as the Selling Holders may reasonably
request;
(iv) register or qualify all Registrable Securities
covered by such registration statement under such other United
States state securities or blue sky laws of such jurisdictions
as the Selling Holders shall reasonably request, to keep such
registration or qualification in effect for so long as such
registration remains in effect, and take any other action
which may be reasonably necessary or advisable to enable the
Selling Holders to consummate the disposition of the
Registrable Securities owned by the Selling Holders in such
jurisdictions, except that the Company shall not for any such
purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not
but for the requirements of this Section 3(a)(iv) be obligated
to be so qualified, subject itself to taxation in any such
jurisdiction, or consent to general service of process in any
such jurisdiction;
(v) immediately notify the Selling Holders at any
time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the
circumstances under which they were made, and promptly prepare
and furnish to the Selling Holders a reasonable number of
copies of a supplement to or an amendment of such prospectus
as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not
include 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 not misleading in the light of the
circumstances under which they were made;
(vi) comply with all applicable rules and regulations
of the Commission, and not file (or withdraw or correct) any
amendment or supplement to such registration statement or
prospectus to which the Selling Holders shall have reasonably
objected in writing on the grounds that such amendment or
supplement does not comply in all material respects with the
requirements of the Securities Act or of the rules or
regulations thereunder;
(vii) provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement
not later than the effective date of such registration
statement; and
(viii) promptly list all Registrable Securities
covered by such registration statement on any securities
exchange or automated inter-dealer quotation system on which
any of the Registrable Securities are then listed or traded.
(b) The Selling Holders agree that upon receipt of any
notice from the Company of the happening of any event of the kind
described in Section 3(a)(v), the Selling Holders will forthwith
discontinue their disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until
the Selling Holders' receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(a)(v) and, if so directed
by the Company, will deliver to the Company all copies, other than
permanent file copies, then in the Selling Holders' possession of the
prospectus relating to such Registrable Securities current at the time
of receipt of such notice and that they will immediately notify the
Company, at any time when a prospectus relating to the registration of
such Registrable Securities is required to be delivered under the
Securities Act, of the happening of any event as a result of which
information previously furnished by the Selling Holders to the Company
for inclusion in such prospectus contains an untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in
the light of the circumstances under which they were made.
(c) As a condition of the fulfillment of its obligations
under this Agreement, the Company may require the Selling Holders, at
their own expense, to furnish the Company with such information and
undertakings regarding such Holders and the distribution of such
securities as the Company may from time to time reasonably request in
writing to the extent necessary in order to cause the registration
statement to comply with the Securities Act, and the Holders, by their
execution hereof, agree to provide such information and make such
undertakings as are requested.
(d) In connection with the preparation and filing of each
registration statement
under the Securities Act, the Company will give the Selling Holders,
and their respective counsel and accountants, the reasonable
opportunity to participate in the preparation of such registration
statement, each prospectus included therein or filed with the
Commission and each amendment thereof or supplement thereto, and will
give each of them such reasonable access to its books and records and
such reasonable opportunities to discuss the business of the Company
with its officers and the independent public accountants who have
certified its financial statements as shall be necessary to conduct a
reasonable investigation within the meaning of the Securities Act.
(e) Notwithstanding anything in this Agreement to the
contrary, the Company will not be required to file any registration
statement hereunder if an opinion of counsel reasonable acceptable to
the Selling Holders is rendered to the Company and the Selling Holders,
to the effect that the sale of the Registrable Securities in the manner
contemplated by the Selling Holders may be effected without
registration regardless of the identity or status of the buyer(s) of
such Registrable Securities. Also, the Company will not be required to
file any registration statement to cover Registrable Securities that
are already registered pursuant to a previous registration statement
that is effective and available for use by the Holders of such
Registrable Securities to effect sales thereof at such time.
(f) Promptly after a sale of Registrable Securities
pursuant to the Registration Statement (assuming that no stop order is
in effect with respect to the Registration Statement at the time of
such sale), the Company shall cooperate with the Holders and provide
the transfer agent for the Common Stock with such instructions and
legal opinions as may be required in order to facilitate the issuance
to the purchaser (or the Holder's broker) of new unlegended
certificates for such Registrable Securities.
4. INDEMNIFICATION; CONTRIBUTION. If any Registrable Securities
are included in a registration statement under this Agreement:
(a) To the extent permitted by applicable law, the
Company shall indemnify and hold harmless each Selling Holder, each
Person, if any, who controls such Selling Holder within the meaning of
the Securities Act, and each officer, director, partner, and employee
of such Selling Holder and such controlling Person, against any and all
losses, claims, damages, liabilities and expenses (joint or several),
including reasonable attorneys' fees and disbursements and expenses of
investigation, incurred by such party pursuant to any actual or
threatened action, suit, proceeding or investigation, or to which any
of the foregoing Persons may become subject under the Securities Act,
the Exchange Act or any other federal or state laws, insofar as such
losses, claims, damages, liabilities and expenses arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"):
(i) Any untrue statement or alleged untrue statement
of a material fact
contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein,
or any amendments or supplements thereto;
(ii) The 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
(iii) Any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any
applicable state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any
applicable state securities law; provided, however, that the
indemnification required by this Section 4(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without
the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any
such case for any such loss, claim, damage, liability or
expense to the extent (and only to the extent) that it arises
out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished to
the Company by the indemnified party expressly for use in
connection with such registration.
(b) To the extent permitted by applicable law, each
Selling Holder shall indemnify and hold harmless the Company, each of
its directors, each of its officers who shall have signed the
registration statement, each Person, if any, who controls the Company
within the meaning of the Securities Act, any other Selling Holder, any
controlling Person of any such other Selling Holder and each officer,
director, partner, and employee of such other Selling Holder and such
controlling Person, against any and all losses, claims, damages,
liabilities and expenses (joint and several), including reasonable
attorneys' fees and disbursements and expenses of investigation,
incurred by such party pursuant to any actual or threatened action,
suit, proceeding or investigation, or to which any of the foregoing
Persons may otherwise become subject under the Securities Act, the
Exchange Act or any other federal or state laws, insofar as such
losses, claims, damages, liabilities and expenses arise out of or are
based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity
with written information furnished by such Selling Holder expressly for
use in connection with such registration; PROVIDED, HOWEVER, that the
indemnification required by this Section 4(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability
or expense if settlement is effected without the consent of the
relevant Selling Holder (which consent shall not be unreasonably
withheld); and, PROVIDED FURTHER that in no event shall the amount of
any indemnity under this Section 4(b) exceed the gross proceeds from
the applicable offering received by such Selling Holder.
(c) Promptly after receipt by an indemnified party under
this Section 4 of
notice of the commencement of any action, suit, proceeding,
investigation or threat thereof made in writing for which such
indemnified party may make a claim under this Section 4, such
indemnified party shall deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party; provided, however, that an
indemnified party shall have the right to retain its own counsel at its
own expense (except as specifically provided below). The failure to
deliver written notice to the indemnifying party within a reasonable
time following the commencement of any such action shall not relieve
such indemnifying party of any liability to the indemnified party under
this Section 4 except, if and to the extent that the indemnifying party
is actually prejudiced thereby, but in no event shall it relieve the
indemnifying party of any liability that it may have to any indemnified
party otherwise than pursuant to this Section 4. Any fees and expenses
incurred by the indemnified party (including any fees and expenses
incurred in connection with investigating or preparing to defend such
action or proceeding) shall be paid to the indemnified party, as
incurred, within sixty (60) 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 hereunder,
but in such event such amounts shall be immediately refunded). Any such
indemnified party shall have the right to employ separate counsel in
any such action, claim or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be the
expenses of such indemnified party unless (i) the indemnifying party
has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim
or proceeding or (iii) the named parties to any such action, claim or
proceeding (including any impleaded parties) include both such
indemnified party and the indemnifying party, and such indemnified
party shall have been advised by counsel that there may be one or more
legal defenses available to it which are different from or in addition
to those available to the indemnifying party and that the assertion of
such defenses would create a conflict of interest such that counsel
employed by the indemnifying party could not faithfully represent the
indemnified party, it being understood, however, that the indemnifying
party shall not, in connection with any one such action, claim or
proceeding or separate but substantially similar or related actions,
claims or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for all such indemnified
parties. No indemnifying party shall be liable to an indemnified party
for any settlement of any action, proceeding or claim without the
written consent of the indemnifying party, which consent shall not be
unreasonably withheld.
(d) If the indemnification required by this Section 4
from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to in this Section 4:
(i) The indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses (x) in such
proportion as is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and the
indemnified party or parties on the other or (y) if the
allocation provided by clause (x) is not permitted by
applicable law , in such proportion as to reflect not only the
relative benefits received by the indemnifying party on the
one hand and the indemnified party or parties on the other,
but also the relative fault of the indemnifying party and
indemnified parties in connection with the actions which
resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to,
among other things, whether any Violation has been committed
by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such Violation. The amount paid or payable
by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 4(a)
and (b), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding.
(ii) The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section
4(d) were determined by pro rata allocation or by any other
method of allocation which does not take into account the
equitable considerations referred to in Section 4(d)(i). No
Person guilty of fraudulent misrepresentation within the
meaning of Section 11(f) of the Securities Act shall be
entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.
(e) The obligations of the Company and the Selling
Holders of Registrable Securities under this Section 4 shall survive
the completion of any offering of Registrable Securities pursuant to a
registration statement under this Agreement, and otherwise.
5. RULE144; EXCHANGE ACT FILINGS. The Company covenants and
agrees that it will file as and when applicable, on a timely basis, all reports
required to be filed by it under the Exchange Act. If, for any reason the
Company is not required to file reports pursuant to the Exchange Act, thereupon
the request of any Holder of Registrable Securities, the Company shall make
publicly available the information specified in subparagraph (c)(2) of Rule 144
of the Securities Act, and take such further action as may be reasonably
required from time to time and as may be within the reasonable control of the
Company, to enable the Holders to transfer Registrable Securities to a
transferee without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act or any similar
rule or
regulation hereafter adopted by the Commission. The Company further covenants
and agrees that it will furnish to each Holder so long as such Holder owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company as to the status of its compliance with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested
to permit the Holders to sell such securities pursuant to Rule 144 without
registration.
6. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. This Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto PROVIDED, HOWEVER, that the rights of a Holder
under this Agreement to cause the Company to register the Registrable Shares may
be transferred or assigned only with respect to Shares transferred to an
Affiliate of such Holder.
7. CHANGES IN COMMON STOCK. If, and as often as, there are any
changes in the Common Stock by way of stock split, stock dividend, combination,
reclassification, or through merger, consolidation, reorganization or
recapitalization or by any similar means, appropriate adjustment shall be made
in the provisions hereof, as may be required, so that the rights and privileges
granted in this Agreement shall continue with respect to the Common Stock as so
changed.
8. MISCELLANEOUS PROVISIONS.
(a) SPECIFIC PERFORMANCE. The parties hereto acknowledge
that there may be no adequate remedy at law if any party fails to
perform any of its obligations hereunder and that each party may be
irreparably harmed by any such failure, and accordingly agree that each
party, in addition to any other remedy to which it may be entitled at
law or in equity, may be entitled to compel specific performance of the
obligations of any other party under this Agreement in accordance with
the terms and conditions of this Agreement.
(b) NOTICES. All notices, requests, claims, demands,
waivers and other communications required or permitted hereunder shall
be in writing and shall be deemed to have been duly given when
delivered by hand, if delivered personally by courier, or three days
after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows:
(i) The Holders at the addresses indicated on
the signature page hereof.
(ii) The Company at:
Startec Global Communications Corporation
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(iii) With a copy to:
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or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
(c) LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.
(d) HEADINGS. The descriptive headings of the several
Sections and paragraphs of this Agreement are inserted for convenience
only, and do not constitute a part of this Agreement and shall not
affect in any way the meaning or interpretation of this Agreement.
(e) ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the
other writings referred to herein or delivered pursuant hereto which
form a part hereof contain the entire understanding of the parties with
respect to its subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by
a written instrument duly executed by the Company and the Holder or
Holders concerned. Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by an amendment or waiver
authorized by this Section 8(e), whether or not any such Registrable
Securities shall have been marked to indicate such consent.
(f) COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but
all of which together, including those counterparts executed by all
other Holders who execute counterparts as of the date of this Agreement
and thereafter, shall constitute one and the same instrument.
(g) VALIDITY, DUE AUTHORIZATION. By its execution hereof,
the Company represents and warrants that it has the corporate power to
execute, deliver and perform the
terms and provisions of this Agreement and that it has taken all
appropriate and necessary corporate action to authorize the
transactions contemplated hereby and the execution, delivery and
performance of this Agreement.
[Signature Page Follows]
[Registration Rights Agreement - Signature Page]
By signing and return to the Company a counterpart hereof, this Agreement, along
with all counterparts executed as of the date of this Agreement and thereafter
by additional Holders, will become a binding agreement among the Company and the
Holders signatory to this Agreement.
HOLDER:
By:
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Name:
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Title:
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The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first written above.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
By:
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Name:
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Title:
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