EXHIBIT 4.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is by and between
Nexar Technologies, Inc., a Delaware corporation ("Nexar"), and The Travelers
Insurance Company, a Connecticut corporation ("Travelers").
IN CONSIDERATION of the mutual covenants contained in this Agreement
and good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree
as follows:
Reference is made to that certain Securities Purchase Agreement (the
"Securities Purchase Agreement"), of even date herewith, by and between Palomar
Electronics Corporation, a Delaware corporation ("Palomar"), and The Travelers
Insurance Company, a Connecticut corporation ("Purchaser").
Nexar agrees that if at any time Nexar shall determine to register
under the Securities Act of 1933, as amended (the "Securities Act"), any of its
securities, except shares to be issued solely in connection with any acquisition
of any entity or business, shares issuable solely upon the exercise of stock
options, or shares issuable solely pursuant to employee benefit plans, it shall
use its best efforts to include in such registration statement all of the Shares
for future sale by Purchaser under Rule 415, except that if, in connection with
any offering involving an underwriting of Common Stock to be issued by Nexar,
the managing underwriter shall impose a limitation on the number of shares of
such Common Stock which may be included in any such registration statement
because, in its judgment, such limitation is necessary to effect an orderly
public distribution, and such limitation is imposed pro rata with respect to all
securities whose holders have a contractual, incidental ("piggy back") right to
include such securities in the registration statement and as to which inclusion
has been requested pursuant to such right, then Nexar shall only be obligated to
include such portion, if any, of the Shares as shall be permitted by such
managing underwriter. These piggy back registration rights may only be assigned
by Purchaser to its affiliates if such affiliates agree in writing to be bound
by the lock up provisions (if any) agreed to by Purchaser and only with prior
written notice to Nexar and Palomar; these rights are not otherwise assignable
to affiliates of the Purchaser or to third parties. Purchaser shall complete
such questionnaires and supply such information for inclusion in any
registration as Nexar shall reasonably request.
In the event the initial public offering of Nexar's securities does not
occur or any of the Shares are not registered, in each case, on or before June
30, 1997 for any reason whatsoever, Purchaser shall have the right to require
Nexar to file a registration statement covering the Shares pursuant to the
Securities Act by giving written notice thereof to Nexar. Nexar shall use its
best efforts to cause the registration statement to become effective no later
than September 30, 1997 and to remain effective until such time as all of the
Shares have been sold pursuant to such registration statement. If Purchaser
intends to distribute the Shares by means of an underwriting, it shall advise
Nexar as part of its written request for registration and shall have the right
to select an underwriter. Nexar shall furnish to the
Purchaser such number of copies of the prospectus contained in the registration
statement as requested to facilitate the public sales of the Shares. Nexar shall
use its best efforts to cause the Shares to be listed on the NASDAQ Small-Cap
Market.
Nexar shall bear all costs associated with the registration and listing
of the Shares and Purchaser shall bear any underwriting commissions and
discounts.
Nexar may not, without the prior written consent of Purchaser, enter
into any agreement that would be inconsistent with the rights granted to
Purchaser hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the following date.
Dated: December 18, 1996 NEXAR TECHNOLOGIES, INC.
By: Xxxxxx X. Xxxxx
------------------------------------------
Title: President and Chief Executive Officer
---------------------------------------
THE TRAVELERS INSURANCE
COMPANY
By: Jordan X. Xxxxxxx
------------------------------------------
Title: Vice President
----------------------------------------
