EXHIBIT 4.11
WARRANT REGISTRATION RIGHTS AGREEMENT WAIVER
This WAIVER is dated as of March 30, 2000 ("WAIVER"), and is
made by PATHNET, INC. (the "Company"), a Delaware corporation, with the consent
of Spectrum Equity Investors, L.P., New Enterprise Associates VI, Limited
Partnership, Onset Enterprise Associates II, L.P., FBR Technology Venture
Partners, L.P., Toronto Dominion Capital (USA) Inc., Grotech Partners IV, L.P.,
Richard A. Jalkut and David Schaeffer (the "Permitted Holders").
WHEREAS, the holders of the warrants expiring April 15, 2008
(the "Warrants") of the Company are entitled to the benefits of a Warrant
Registration Rights Agreement (the "Registration Rights Agreement") dated as of
April 8, 1998 between the Company, the Permitted Holders and the Initial
Purchasers (as defined therein).
WHEREAS, the Company proposes to enter into a reorganization
involving the Company, Pathnet Telecommunications, Inc. ("Pathnet Telecom"), the
existing shareholders of Company, and certain proposed new shareholders of
Pathnet Telecom (the "Regoranization").
WHEREAS, in conjunction with the Reorganization, the Company
desires to waive certain provisions of the Registration Rights Agreement, as set
out in this Waiver.
WHEREAS, Section 6(d) of the Registration Rights Agreement
provides that waivers or consents to departures from the provisions thereof may
be made with the prior written consent of (i) the holders of not less than a
majority of the outstanding Warrants, and (ii) with respect to Sections
affecting the rights or obligations of the Permitted Holders, the Permitted
Holders who hold not less than a majority of shares of the capital stock held by
the Permitted Holders.
WHEREAS, the holders of a majority of the outstanding Warrants
have consented to the proposed waiver of the provisions of the Registration
Rights Agreement as set out in this Waiver.
WHEREAS, by signing this Waiver or any copy hereof, the
Permitted Holders have provided their written consent to the waiver of the
provisions of the Registration Rights Agreement as set out in this Waiver.
WAIVER
The Company hereby waives the provisions of Section 3.2 of the
Registration Rights Agreement such that the consummation of the Reorganization
shall not be deemed to constitute a Change of Control and shall not give rise to
any Tag-Along Right (as each such term in defined in Section 3.2 of the
Registration Rights Agreement).
PATHNET, INC.
By: /s/ W. R. Smedberg V
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Name:
Title:
We hereby consent to the waiver of the provisions of Section 3.2 of the
Registration Rights Agreement as set out above:
SPECTRUM EQUITY INVESTORS, L.P.,
In its Capacity as a Permitted Holder
By:/s/ Chris J. Maroni
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Name: K. J. Maroni
Title: illegible
NEW ENTERPRISE ASSOCIATES VI, Limited
Partnership,
In its Capacity as a Permitted Holder
By: /s/ illegible
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Name:
Title:
ONSET ENTERPRISE ASSOCIATES II, L.P.,
In its Capacity as a Permitted Holder
By:
By: /s/ R Kuhling
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Name:
Title: illegible
OEA II Management
The General Partner of
Onset Enterprise Associates II, L.P.,
FBR TECHNOLOGY VENTURE PARTNERS, L.P.,
In its Capacity as a Permitted Holder
By: /s/ illegible
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Name:
Title:
TORONTO DOMINION CAPITAL (USA) INC.,
In its Capacity as a Permitted Holder
By: /s/ illegible
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Name: Stephen A. Reistedter
Title: Vice President and Director
GROTECH PARTNERS IV, L.P.,
In its Capacity as a Permitted Holder
By: /s/ Patrick J. Kerins
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Name: Patrick J. Kerins
Title: Managing Director
/s/ Richard A. Jalkut
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Richard A. Jalkut
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David Schaeffer