Registration Rights Agreement between Fibernet Telecom Group, Inc. and Nortel Networks Inc. dated June 30, 2000

Summary

This agreement is between Fibernet Telecom Group, Inc. and Nortel Networks Inc. It gives Nortel Networks the right to require Fibernet to register shares of its common stock for public sale, either by Nortel's request (demand registration) or by including Nortel's shares in Fibernet's own public offerings (piggyback registration). The agreement sets limits on the number and timing of such registrations and outlines the process for underwritten offerings. The main goal is to allow Nortel to sell its shares publicly under certain conditions.

EX-4.1 3 0003.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT dated as of June 30, 2000 (the "Agreement"), by and among FIBERNET TELECOM GROUP, INC., a Nevada corporation (the "Company"), and Nortel Networks Inc., a Delaware corporation (the "Stockholder"). Pursuant to the Securities Purchase Agreement (as defined below), the Stockholder has the right to purchase or otherwise acquire shares of Common Stock (as defined below) of the Company. The Company and the Stockholder deem it to be in their respective best interests to set forth the rights of the Stockholder in connection with public offerings and sales of the Common Stock. Accordingly, the Company and the Stockholder agree as follows: ARTICLE I DEFINITIONS Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Commission" means the Securities and Exchange Commission or any other ---------- Federal agency at the time administering the Securities Act. "Common Stock" means the common stock, $.001 par value, of the Company. ------------ "Exchange Act" means the Securities Exchange Act of 1934 or any successor ------------ Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time. "Other Shares" means at any time those shares of Common Stock which do not ------------ constitute Primary Shares or Registrable Shares but are held by persons who are entitled to piggyback registration rights. "Primary Shares" means at any time the authorized but unissued shares of -------------- Common Stock or shares of Common Stock held by the Company in its treasury. "Registrable Shares" means at any time the shares of Common Stock, any ------------------ securities which by their terms are exercisable or exchangeable for or convertible into Common Stock, and any securities of the Company received in respect thereof, which are held by the Stockholder which have not previously been sold to the public pursuant to a registration statement under the Securities Act. "Rule 144" means Rule 144 promulgated under the Securities Act or any -------- successor rule thereto. "Securities Act" means the Securities Act of 1933 or any successor Federal -------------- statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. "Securities Purchase Agreement" means the Securities Purchase Agreement ----------------------------- dated as of the date hereof among the Company and the Stockholder. "Stockholder" means Nortel Networks Inc., or its successors or assigns. ----------- "Transfer" means any disposition of any Registrable Shares or of any -------- interest therein which would constitute a sale thereof within the meaning of the Securities Act, other than any such disposition pursuant to an effective registration statement under the Securities Act and complying with all applicable state securities and "blue sky" laws. ARTICLE II REQUIRED REGISTRATIONS 2.1 Demand Registration. ------------------- If the Company shall be requested by the Stockholder at any time to effect the registration under the Securities Act of Registrable Shares (a "Demand ------ Registration"), the Company shall promptly use its best efforts to effect such - ------------ registration under the Securities Act of the Registrable Shares and to have the registration statement filed by the Company hereunder declared effective by the Commission within 90 days of any requested filing (the "Demand Date") and make any other subsequent filings to keep such registration statement effective; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) the Company shall not be obligated to use its best efforts to file and cause to become effective (i) more than two registration statements initiated pursuant to this Section; and (ii) any registration within twelve months of any other registration required under this Section; (b) A registration statement will not be deemed to have been effected as a Demand Registration unless it has been declared effective by the Commission and the Company has complied in all material respects with all of its obligations under this Agreement with respect thereto. (c) the Company may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section if at the time of such request the Company is engaged, or has fixed plans to engage within 60 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the Stockholder may include Registrable Shares pursuant to Section 2.2; and 2 (d) with respect to any registration pursuant to this Section, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if any managing underwriter for the public offering contemplated by such registration advises the Company that the inclusion of Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares, pro rata based upon the ----- number of Registrable Shares (based upon Common Stock equivalents) owned by each holder thereof at the time of such registration; and (ii) second, the Primary Shares and the Other Shares. ------ A requested registration under this Section may be rescinded by written notice to the Company by the Stockholder. Such rescinded registration shall not count as a registration statement initiated pursuant to this Section for purposes of paragraph (a) above. (e) The Stockholder may, in the notice delivered pursuant to paragraph (a) above, elect that such registration cover an underwritten offering. Upon such election, the Stockholder shall select one or more nationally recognized firms of investment banks to act as the managing underwriters and shall select any additional investment banks to be used in connection with such offering, provided that such investment banks must be reasonably satisfactory to the Company. The Company shall, together with the Stockholder and any other parties proposing to sell shares in such offering, enter into a customary underwriting agreement with such underwriters. 2.2 Piggyback Registration. ---------------------- If the Company proposes for any reason to register Primary Shares or Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Stockholder of its intention so to register the Primary Shares or Other Shares. Upon the written request, given within 30 days after delivery of any such notice by the Company, of the Stockholder (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if any managing underwriter for the public offering contemplated by such registration advises the Company that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (a) first, the Primary Shares; and ----- (b) second, the Registrable Shares and Other Shares, pro rata based ------ upon the number of shares of Common Stock (based upon Common Stock equivalents) respectively owned by each holder thereof at the time of such registration. 3 2.3 Registration on Form S-3. ------------------------ Anything contained in Section 2.1 to the contrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, the Stockholder shall have the right to request in writing an unlimited number of registrations on Form S-3 or such successor form of Registrable Shares, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Shares, and (iii) relate to Registrable Shares having an anticipated aggregate offering price of at least $1,000,000; provided, however, that the Stockholder -------- ------- shall not make any request under this Section 2.3 if at such time all Registrable Shares held by the Stockholder are freely tradeable under Rule 144. A requested registration on Form S-3 or any such successor form in compliance with this Section shall not count as a registration statement demanded pursuant to Section 2.1, but shall otherwise be treated as a registration initiated pursuant to and shall, except as otherwise expressly provided in this Section, be subject to Section 2.1. The Stockholder shall not exercise its rights under this Section 2.3 more than two times in any twelve month period. 2.4 "Stand-Off" Agreement. -------------------- In consideration for the Company performing its obligations under this Agreement, the Purchaser agrees, upon request of the Company or the managing underwriters, to enter into an agreement providing that, for a period of time (not to exceed one hundred eighty (180) days) from the effective date of a Qualified IPO, the Purchaser shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, other than shares of Registrable Securities included in the registration, without the prior written consent of the Company or such underwriters, as the case may be; provided, however, the Purchaser shall not be obligated to enter into such agreement unless all executive officers and directors of the Company and each holder of more than 5% of the outstanding Common Stock (or derivatives thereof), shall have entered into similar agreements. ARTICLE III REGISTRATION OF SECURITIES 3.1 Preparation and Filing. ---------------------- If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable: (a) use its commercially reasonable efforts to cause a registration statement that registers such Registrable Shares to become and remain effective for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier); (b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Stockholder (the "Selling Purchaser's Counsel"), copies of all such documents proposed to be 4 filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (c) 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 at least a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Registrable Shares; (d) notify in writing the Selling Purchaser's Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (e) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e); (f) furnish to each seller of such Registrable Shares such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; (g) use its commercially reasonable efforts to cause such Registrable Shares 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 thereof to consummate the disposition of such Registrable Shares; (h) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus relating to such Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, 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 a 5 material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such seller 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 offerees of such shares, 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 light of the circumstances then existing; (i) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information 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 Information deemed confidential; (j) use its commercially reasonable efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; (k) use its commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form; (l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares; (m) issue to any underwriter, which underwriter shall be chosen by the Company subject to the approval of the Stockholder, to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares; (n) list such Registrable Shares on any national securities exchange or national automated quotation system on which any shares of the Common Stock are listed or, if the Common Stock is not so listed, use its commercially reasonable efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or such national securities exchange as the Company shall reasonably determine; 6 (o) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and (p) use its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby. 3.2 Information by Holder. --------------------- Each holder of Registrable Shares to be included in any registration shall furnish to the Company such written information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement. 3.3 Exchange Act Compliance. ----------------------- The Company shall comply with all of the reporting requirements of the Exchange Act and shall comply with all other public information reporting requirements of the Commission which are conditions to the availability of Rule 144 for the sale of shares of Common Stock. The Company shall cooperate with the Stockholder in supplying such information as may be necessary for the Stockholder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of Rule 144. 3.4 Expenses. -------- All expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD), fees and expenses of complying with securities and blue sky laws, printing expenses, fees and expenses of the Company's counsel and accountants, and reasonable fees and expenses of the Selling Purchaser's Counsel, shall be paid by the Company; provided, however, that all underwriting discounts and selling commissions applicable to the Registrable Shares shall be borne by the sellers thereof, in proportion to the number of Registrable Shares sold by such sellers. ARTICLE IV INDEMNIFICATION 4.1 Indemnification. --------------- (a) In connection with any registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the seller of such Registrable Shares, each underwriter, broker or any other person acting on behalf of such seller and each other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, (or actions in respect thereof) to which any of the foregoing persons may become subject under 7 the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein or otherwise filed with the Commission, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable Shares, or arise out of or are based upon 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, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and shall reimburse such seller, such underwriter, such broker or such other person acting on behalf of such seller and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, preliminary prospectus, final prospectus, amendment, supplement or document incident to registration or qualification of any Registrable Shares in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or underwriter specifically for use in the preparation thereof. (b) In connection with any registration of Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares shall indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph of this Section) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each underwriter, broker or other person acting on behalf of such seller, each person who controls any of the foregoing persons within the meaning of the Securities Act and each other seller of Registrable Shares under such registration statement with respect to any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein or otherwise filed with the Commission, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable Shares, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or such underwriter through an instrument duly executed by such seller specifically for use in connection with the preparation of such registration statement, preliminary prospectus, final prospectus, amendment, supplement or document; provided, however, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each seller of Registrable Shares, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Shares effected pursuant to such registration. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section, such indemnified party will, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is 8 brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, however, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity agreement provided in this Section. (d) If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage or liability as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 4.2 Underwriting Agreement. ---------------------- Notwithstanding the provisions of Sections 3.1, 3.4, and 4.1, to the extent that the Stockholder selling Registrable Shares, in a proposed registration shall enter into an underwriting or similar agreement, and such agreement contains provisions covering one or more issues addressed in such Sections, the provisions contained in such agreement shall supersede the provisions of Sections 3.1, 3.4, and 4.1. ARTICLE V MISCELLANEOUS 5.1 Termination. ----------- This Agreement shall terminate and be of no further force or effect when the Stockholder ceases to hold or to have the rights to obtain any Registrable Shares. 9 5.2 Successors and Assigns. ---------------------- This Agreement shall bind and inure to the benefit of the Company and the Stockholder and, subject to Section 5.3, their respective successors and assigns. 5.3 Assignment. ---------- The Stockholder may assign its respective rights hereunder to any other person or entity to whom Registrable Shares of such Stockholder have been sold or otherwise transferred. 5.4 Entire Agreement. ---------------- This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior arrangements or understandings with respect hereto. 5.5 No Conflict of Rights. --------------------- The Company represents and warrants to the Stockholder that the registration rights granted to the Stockholder hereby do not conflict with any other registration rights granted by the Company. The Company shall not, after the date hereof, grant any registration rights which conflict with or impair the registration rights granted hereby. 5.6 Notices. ------- All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: if to the Company: FiberNet Telecom Group, Inc. 570 Lexington Avenue New York, NY 10022 Telecopier: (212) 421-4900 Telephone: (212) 421-8860 Attention: President if to the Stockholder: Nortel Networks, Inc. GMS 991 15 A40 2221 Lakeside Boulevard Richardson, TX 75082-4399 Attention: Paul D. Day 10 Vice President Customer Finance North America Telecopy: (972) 684-3679 with a copy to: Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue Suite 3200 Dallas, Texas 75202 Attention: Daryl Robertson, Esq. Telephone: (214) 855-4165 Telecopy: (214) 855-4300 or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of nationally- recognized overnight courier, on the next business day after the date when sent, (iii) in the case of telecopy transmission, when received, and (iv) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted. 5.7 Modifications; Amendments; Waivers. ---------------------------------- The terms and provisions of this Agreement may not be modified or amended, except pursuant to a writing signed by the Company and the Stockholder. 5.8 Counterparts. ------------ This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 5.9 Headings. -------- The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 5.10 Severability. ------------ It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so 11 narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 5.11 GOVERNING LAW; SUBMISSION TO JURISDICTION. ----------------------------------------- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.6. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. * * * * * 12 IN WITNESS WHEREOF, the parties have executed and delivered this Registration Rights Agreement on the date first above written. FIBERNET TELECOM GROUP, INC. By: ------------------------------------- Name: Title: NORTEL NETWORKS INC. By: ------------------------------------- Name: Title: