Registration Rights Agreement between Multi-Link Telecommunications, Inc. and Glenayre Technologies, Inc.

Summary

This agreement, dated June 30, 2000, is between Multi-Link Telecommunications, Inc. and Glenayre Technologies, Inc. It grants Glenayre the right to require Multi-Link to register certain shares of its common stock and warrants for public resale under U.S. securities laws. The agreement outlines procedures for demand and piggy-back registrations, sets obligations for both parties regarding registration, and addresses expenses and indemnification. These rights are provided as a condition of Glenayre's purchase of Multi-Link securities and remain in effect until the securities can be freely sold or have been registered and sold.

EX-4.12 3 0003.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.12 Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT between MULTI-LINK TELECOMMUNICATIONS, INC. and GLENAYRE TECHNOLOGIES, INC. ---------------------- Dated as of June 30, 2000 ---------------------- TABLE OF CONTENTS Page No. -------- SECTION 1. Definitions ................................................ 1 SECTION 2. Securities Subject to this Agreement ....................... 2 SECTION 3. Demand Registration ........................................ 2 SECTION 4. Piggy-Back Registration .................................... 3 SECTION 5. Holdback Agreements ........................................ 4 SECTION 6. Registration Procedures .................................... 4 SECTION 7. Registration Expenses ...................................... 7 SECTION 8. Indemnification; Contribution .............................. 7 SECTION 9. Rules 144 and 144A ......................................... 9 SECTION 10. Miscellaneous .............................................. 10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is dated as of June 30, 2000 (this "Agreement"), by and between MULTI-LINK TELECOMMUNICATIONS, INC., a Colorado corporation (the "Company"), and GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (together with its successors and assigns, "Glenayre"). Statement of Purpose Pursuant to a Securities Purchase Agreement, dated the date hereof (the "Purchase Agreement"), between the Company and Glenayre, the Company issued to Glenayre (1) certain shares of its no par value common stock (the "Shares") and (2) a Common Stock Purchase Warrant to purchase 100,000 shares of the common stock of the Company. Glenayre has requested, as a condition to its entering into the Purchase Agreement and purchasing the securities thereunder, that the Company provide, and the Company has agreed to provide to Glenayre, certain registration rights with respect to the Registrable Securities (as hereinafter defined) owned by Glenayre. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Definitions For the purposes of this Agreement, in addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth below: "Approved Underwriter" shall have the meaning assigned thereto in Section 3(d). "Commission" means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. "Common Stock" means (1) the no par value common stock of the Company as described in the Articles of Incorporation of the Company as in effect on the date hereof, (2) any other class of capital stock hereinafter authorized having the right to share in distributions either of earnings or assets without limit as to amount or percentage and (3) any other capital stock into which such Common Stock is reclassified or reconstituted. "Company Underwriter" shall have the meaning assigned thereto in Section 4. "Contingent Warrant" means the Common Stock Purchase Warrant exercisable for 50,000 shares of Common Stock, in the form of Exhibit A hereto, issuable to Glenayre under the conditions specified in Section 3(e). "Demand Registration" means a demand registration requested by Glenayre pursuant to Section 3. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holders' Counsel" shall have the meaning assigned thereto in Section 6(a)(i). "Holder" means any Person owning or having the right to acquire Registrable Securities. "Inspector" shall have the meaning assigned thereto in Section 6(a)(viii). "NASD" means the National Association of Securities Dealers, Inc. "Person" means any individual, firm, corpor ation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "Records" shall have the meaning assigned hereto in Section 6(a)(viii). "Registrable Securities" means (i) the Shares, (ii) any other shares of Common Stock held by Glenayre as of July 1, 2000, (iii) shares of Common Stock issued or issuable upon exercise of the Warrant, (iv) shares of Common Stock issued or issuable upon exercise of the Contingent Warrant and (v) any other common equity securities of the Company issued in exchange for, upon a reclassification of, or in a distribution with respect to, the Shares, the Warrant or the Contingent Warrant. "Registration Expenses" shall have the meaning assigned thereto in Section 7. "Securities Act" means the Securities Act of 1933, as amended. "Warrant" means the Warrant issued to Glenayre pursuant to the Purchase Agreement. SECTION 2. Securities Subject to this Agreement (a) Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities when (i) a registration statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective registration statement or (ii) the entire amount of Registrable Securities proposed to be sold in a single sale are, or in the opinion of counsel reasonably satisfactory to the Company may be, distributed to the public in such single sale pursuant to Rule 144 (or any successor provision then in force) under the Securities Act. Registrable Securities issuable upon exercise of an option, warrant or other right or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement. (b) Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record Registrable Securities. A Person need not exercise the Warrant or Contingent Warrant prior to the Company's effecting the registration of Common Stock issuable upon exercise of such Warrants. SECTION 3. Demand Registration. (a) Demand Registration. Glenayre may, at any time after September 30, 2000, make a written request for registration of Registrable Securities under the Securities Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by Glenayre; provided, that subject to Section 3(c), the Company will not be required to effect more than two registrations at the request of Glenayre pursuant to this Section 3(a) and the Company will not be required to effect such registration within the period beginning on the effective date of a registration statement filed by the Company on its behalf covering a firm commitment underwritten public offering and ending on the later of (i) 90 days thereafter and (ii) the expiration of any lock-up period (not to exceed 180 days) required by the underwriters. (b) Company Obligation to Register. Each request for a Demand Registration pursuant to Section 3(a) shall specify the number of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall, with reasonable promptness and in any event not later than 90 days after the Company's receipt of such request, file a registration statement with the Commission relating to such Registrable Securities as to which such request for a Demand Registration relates and use its best efforts to cause all Registrable Securities to be registered under the Securities Act. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for a period of not less than 24 months or such shorter period which will terminate when all Registrable Securities covered by such registration statement (i) have been sold (but not before the expiration of the 90 day period referred to in Section 4(3) 2 of the Securities Act and Rule 174 thereunder, if applicable), or (ii) may, in the opinion of counsel reasonably satisfactory to the Company, be distributed to the public in a single sale pursuant to Rule 144 (or any successor provision then in force) under the Securities Act. In any registration initiated as a Demand Registration, the Company shall pay all Registration Expenses in connection therewith, whether or not such Demand Registration becomes effective. (c) Underwriting Procedures. If Glenayre so elects, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(d). In such event, if the Approved Underwriter advises the Company, which advice shall be confirmed in writing, that in its opinion marketing considerations require a limitation on the number of securities to be sold, the Company shall include in such registration only the number of Registrable Securities which, in the good faith opinion of such Approved Underwriter, can be sold. To the extent Registrable Securities held by Glenayre are excluded from the offering to be made pursuant to the Demand Registration requested by Glenayre, then Glenayre shall have the right to one additional Demand Registration under this Section 3 with respect to such Registrable Securities. (d) Selection of Underwriters. In connection with its requesting a Demand Registration of Registrable Securities pursuant to Section 3(a), Glenayre may select and obtain an investment banking firm of first class national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (e) Warrant. In the event that Glenayre requests a Demand Registration of Registrable Securities pursuant to Section 3(a) and, for whatever reason, the registration statement for the Registrable Securities requested to be included in such registration statement has not become effective within 180 days after Glenayre's request for the Demand Registration, then, upon written notice from Glenayre, the Company will immediately issue to Glenayre, without any additional payment by Glenayre, the Contingent Warrant. The issuance of the Contingent Warrant shall be deemed as liquidated damages and shall be in lieu of and not in addition to other remedies under any other provisions hereunder. (f) Permitted Postponement of Registration. The Company shall not be required to effect a registration pursuant to this Section 3 if the Company shall furnish to Glenayre a certificate signed by the Chief Executive Officer of the Company 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 effected as such time, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of Glenayre. SECTION 4. Piggy-Back Registration (a) Piggy-Back Rights. If the Company proposes to file, at any time on or after September 30, 2000, a registration statement under the Securities Act with respect to an offering by the Company for its own account, or an offering for the account of any stockholder of the Company or any group of such stockholders (other than a registration statement on Form S-4 or S-8 or any successor forms or any other forms not available for registering capital stock for sale to the public), then the Company shall give written notice of such proposed filing to each Holder at least 30 days before the anticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer each Holder the opportunity to register the number of Registrable Securities as it may request. The Company shall use its best efforts, within 10 days of the notice provided for in the preceding sentence, to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit each Holder to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the other group of stockholders included therein, including execution of an underwriting 3 agreement in customary form. Notwithstanding the foregoing, if the Company Underwriter advises the Company in writing that marketing considerations require a limitation on the number of securities to be sold, the Company shall include in such registration (except in connection with a Demand Registration, which priority shall be governed by Section 3), only that number of securities which the Company Underwriter determines in its sole discretion will not jeopardize the success of the offering. Allocation of securities to be sold in the offering among the holders of securities (including the Holders) requesting to be included in such registration pursuant to "piggy-back" registration rights granted by the Company (the "Requesting Holders") shall be made on a priority basis as follows: (i) first, 100% of the securities proposed to be sold by the Company and 100% of the securities proposed to be sold by holders of securities with "piggy-back" registration rights granted by the Company prior to the date hereof which registration rights do not contain "underwriter cut-back" or other provisions similar to those contained in this Section 4; and (ii) second, the securities requested to be included by the Requesting Holders shall be included on a pro rata basis. For this purpose, the "pro rata" share of each Requesting Holder shall be the percentage determined by dividing the number of shares of Common Stock owned by such Requesting Holder by the total number of shares of Common Stock owned by all Requesting Holders. (b) Withdrawal by Company. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to withdraw, abandon or elect not to file any registration statement the Company has proposed to file and given notice pursuant to Section 4(a). SECTION 5. Holdback Agreements (a) Restrictions on Public Sale by Holders. In order to participate in a registration effected hereby, to the extent not inconsistent with applicable law, each Holder agrees not to effect any public sale or distribution of any Registrable Securities being registered or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning on the filing of such registration statement and ending on the later of (i) 90 days after the effective date of such registration statement or the commencement of a public distribution of the Registrable Securities pursuant to such registration statement or (ii) the expiration of any lock-up period required by the underwriters. (b) Restrictions on Public Sale by the Company. The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor to such forms or any other forms not available for registering capital stock for sale to the public) during the period beginning on the filing of any registration statement in which the holders of Registrable Securities are participating and ending on the later of (i) 90 days after the effective date of any such registration statement and (ii) the expiration of any lock-up period required by the underwriters. SECTION 6. Registration Procedures (a) Obligations of the Company. Whenever registration of Registrable Securities has been requested pursuant to Section 3 or 4 of this Agreement, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible: (i) prepare and file with the Commission (as promptly as practicable, but in any event not later than 90 days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, that before filing a 4 registration statement or prospectus or any amendments or supplements thereto, the Company shall (A) provide counsel selected by the Holders of a majority of the Registrable Securities being registered in such registration ("Holders' Counsel") with an adequate and appropriate opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, which documents shall be subject to the review of Holders' Counsel, and (B) notify Holders' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the Commission and take all reasonable action required to prevent the entry of such stop order or to remove it if entered; (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 for a period of not less than 24 months or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (iii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a registration statement, copies of such registration statement as it is proposed to be filed, and thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (iv) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests, and to continue such qualification in effect in such jurisdictions for as long as is permissible pursuant to the laws of such jurisdictions, or for as long as any such seller requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration or qualification in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration or qualification unless -------- the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (v) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities; (vi) notify each seller of Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, such prospectus shall not contain an 5 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 in light of the circumstances under which they were made; (vii) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or 4) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; (viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by such seller or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement; Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or to confirm that no such misstatement or omission has been made, (B) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (C) the information in such Records has been made generally available to the public or is required to be filed with, or made available as supplemental information to, the Commission. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (ix) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters and as Holders' Counsel or the managing underwriters reasonably request; (x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller or underwriters may reasonably request and are customarily included in such opinions; (xi) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the registration statement, an earnings statement covering a period of 12 months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act; (xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied; (xiii) keep each seller of Registrable Securities advised in writing as to the initiation and progress of any registration under Section 3 or 4; (xiv) provide officers' certificates and other customary closing documents; 6 (xv) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and (xvi) use its best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and cooperate with each seller of Registrable Securities to facilitate the disposition of Registrable Securities pursuant thereto. (b) Seller Information. The Company shall be entitled to 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 securities as the Company may from time to time reasonably request in writing. (c) Notice to Discontinue. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(a)(vi), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(a)(vi) and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such registration statement shall be maintained effective pursuant to this Agreement (including without limitation the period referred to in Section 6(a)(ii)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(a)(vi) to and including the date when such Holder shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 6(a)(vi). SECTION 7. Registration Expenses (a) The Company shall pay all expenses (other than underwriting discounts and commissions) arising from or incident to the performance of, or compliance with, this Agreement, including without limitation, (i) Commission, stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred in complying with securities or blue sky laws (including reasonable fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, engraving, messenger and delivery expenses and (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including without limitation any fees and expenses in connection with any "cold comfort" letters and any special audits incident to or required by any registration or qualification) regardless of whether such registration statement is declared effective (collectively, "Registration Expenses"). (b) The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which securities of the same class are then listed or the qualification for trading of the securities to be registered in each inter-dealer quotation system in which securities of the same class are then traded, and rating agency fees. (c) In connection with each registration requested pursuant to Section 3, the Company will reimburse Glenayre for the reasonable fees and disbursements of its counsel. SECTION 8. Indemnification; Contribution (a) Indemnification by the Company. The Company agrees to indemnify, to the full extent permitted by law, each Holder, its officers, directors, partners, employees and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Holder from and against any and all 7 losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and, subject to Section 8(c), reasonable fees, disbursements and other charges of legal counsel) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any registration statement, prospectus or preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) 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 as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. (b) Indemnification by Holders. In connection with any registration statement in which a Holder is participating pursuant to Section 3 or 4, such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such registration statement or prospectus and such Holder agrees to indemnify, to the extent permitted by law, the Company and any underwriter retained by the Company and their respective directors, officers, employees and each Person who controls the Company or such underwriter (within the meaning of the Securities Act and the Exchange Act) to the same extent as the foregoing indemnity from the Company to such Holder, but only with respect to any such information furnished in writing by such Holder expressly for use in such registration statement. Notwithstanding the provisions of this Section 8(b), such Holder shall not be required to pay any indemnification in an amount in excess of the net proceeds received by such Holder in the offering to which such registration statement relates. (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the "Indemnified Party") agrees to give prompt written notice to any party with indemnification obligations hereunder (the "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder, unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced thereby. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate legal counsel in any such action and participate in the defense thereof, but the fees, disbursements and other charges of such legal counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with legal counsel satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such legal counsel that either (A) representation of such Indemnified Party and the Indemnifying Party by the same legal counsel would be inappropriate under applicable standards of professional conduct or (B) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. (d) Contribution. If the indemnification provided for in this Section 8 from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party 8 as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party 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 faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. 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 Sections 8(a), 8(b) and 8(c), any fees, charges or expenses (including fees, disbursements and other charges of legal counsel) reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), a Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder in the offering to which such registration statement relates exceeds the amount of any damages that such Holder has otherwise been required to pay. 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. (e) Survival. The indemnity and contribution covenants contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of a Holder, (ii) any sale of any Registrable Securities pursuant to this Agreement and receipt by such Holder of the proceeds thereof, or (iii) any termination of this Agreement for any reason, including after the initial filing of the registration statement to which these indemnity and contribution covenants relate. SECTION 9. Rules 144 and 144A The Company covenants that it shall duly and timely file any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and that it shall take such further action as a Holder may reasonably request (including providing any information necessary to comply with Rules 144 and 144A under the Securities Act), all to the extent required from time to time to enable a Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act, as such rules may be amended from time to time, or any similar rules or regulations hereafter adopted by the Commission. The Company shall, upon the request of a Holder, deliver to such Holder a written statement as to whether it has complied with such requirements. Without limiting the foregoing, the Company agrees that it will: (a) if required by law, maintain a registration statement (containing such information and documents as the Commission shall specify) with respect to the Common Stock under Section 12 of the Exchange Act and will timely file such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to said Section 12; (b) if a registration statement with respect to the Common Stock under Section 12 is effective, or if required by Section 15(d) of the Exchange Act, make whatever filings with the Commission or otherwise make generally available to the public such financial and other information as may be necessary to enable each Holder to be permitted to sell shares of such Registrable Securities pursuant to the provisions of Rule 144 or 144A promulgated under the Securities Act (or any successor rule or regulation thereto); and (c) at any time when a Holder desires to make sales of any Registrable Securities in reliance on Rule 144A under the Securities Act (or any successor rule or regulation), provide such Holder and any prospective purchaser therefrom 9 with the information required by Rule 144A and otherwise cooperate with such Holder in connection with such sale. The Company represents and warrants that any registration statement or any information document or report filed with the Commission in connection with the foregoing or any information so made public shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Company agrees to indemnify and hold harmless (or to the extent the same is not enforceable, make contribution to) each Holder , its officers, directors, employees and agents and each broker, dealer or underwriter (within the meaning of the Securities Act) acting for such Holder in connection with any offering or sale by such Holder or any person, firm or corporation controlling (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder and any such broker, dealer or underwriter from and against any and all losses, claims, damages, liabilities or expenses (or actions in respect thereof) arising out of or resulting from any breach of the foregoing representation or warranty, all on terms and conditions comparable to those set forth in Section 9 of this Agreement. SECTION 10. Miscellaneous (a) Recapitalizations, Exchanges, Etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Common Stock, to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. (b) No Inconsistent Agreements. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to Glenayre. (c) Remedies. Glenayre, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate. (d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the prior written consent of Glenayre. (e) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopy, recognized overnight courier service or personal delivery: (i) if to the Company: Multi-Link Telecommunications, Inc. 4704 Harlan Street Suite 420 Denver, Colorado 80212 Attention: Nigel V. Alexander Chief Executive Officer Telecopy: (303) 831-1988 10 (ii) if to Glenayre: Glenayre Technologies, Inc. 5935 Carnegie Boulevard Charlotte, North Carolina 28209 Attention: Eric L. Doggett President & CEO Telecopy: (704) 553-7878 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged if telecopied. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and the registration rights and the other obligations of the Company contained in this Agreement shall with respect to any Registrable Security be automatically transferred to any subsequent holder of Registrable Securities (excluding any Person who acquires such securities in a transaction with respect to which a registration statement under the Securities Act is effective at the time or pursuant to a sale complying with Rule 144 under the Securities Act). Notwithstanding any transfer of such rights, all of the obligations of the Company hereunder shall survive any such transfer and shall continue to inure to the benefit of all transferees. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to the principles of conflicts of law of such state. (j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, it being intended that all of the rights and privileges of the holders of Registrable Securities shall be enforceable to the fullest extent permitted by law. (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. [SIGNATURE PAGES TO FOLLOW] 11 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered as of the day and year first above written. MULTI-LINK TELECOMMUNICATIONS, INC. By: -------------------------------------- Nigel V. Alexander Chief Executive Officer GLENAYRE TECHNOLOGIES, INC. By: -------------------------------------- Eric L. Doggett President & CEO 12