Exhibit (c)(4)
FORM OF REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement"), entered into as of December 31, 1996, between
______________________________________ (the "Purchaser"), and Geotek
Communications, Inc., a Delaware corporation with its principal office at 00
Xxxxx Xxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 (the "Company").
W I T N E S S E T H:
WHEREAS, pursuant to a Convertible Securities Subscription Agreement,
dated as of December 31, 1996 (the "Agreement"), by and between the Company and
the Purchaser, the Company has agreed to sell and the Purchaser has agreed to
purchase U.S.$__________ of the Company's Series O Convertible Preferred Stock
at a price of $50,000 per share (the "Preferred Stock") convertible into shares
of the Company's Common Stock, $.01 par value (the "Shares");
WHEREAS, pursuant to the Agreement, the Company is issuing warrants for
the purchase of the Shares and pursuant to the Company's Certificate of
Designation of Series O Convertible Preferred Stock (the "Certificate of
Designation"), the Company is required to issue to the holders of the Preferred
Stock certain other warrants for the purchase of the Shares upon the Company's
redemption of the Preferred Stock (collectively, the "Warrants");
WHEREAS, pursuant to the terms of and in partial consideration for, the
Purchaser's agreement to enter into the Agreement, the Company has agreed to
provide the Purchaser with certain registration rights with respect to the
Shares;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the
Agreement, Certificate of Designation and this Registration Rights Agreement,
the Company and the Purchaser agree as follows:
1. Certain Definitions. As used in this Registration Rights Agreement, the
following terms shall have the following respective meanings:
"SEC" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
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"Registrable Securities" shall mean: (i) Shares issued to Purchaser or
its designee upon conversion of the Preferred Stock, exercise of the Warrants or
upon any stock split, stock dividend (pursuant to the Certificate of Designation
or otherwise), recapitalization or similar event with respect to such Shares;
and (ii) any securities issued or issuable to Purchaser or any Holder upon the
conversion or exercise or exchange of any Preferred Stock, Warrants or Shares.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
"Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with Purchaser's exercise of its registration rights under
this Registration Rights Agreement, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company and blue sky fees and expenses (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).
"Selling Expenses" shall mean all underwriting discounts and selling
commissions, if any, applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for Holder.
"Holder" shall include the Purchaser and any transferee of Preferred
Stock, Warrants, Shares or Registrable Securities which have not been sold to
the public to whom the registration rights conferred by this Registration Rights
Agreement have been transferred in compliance with Section 12 of this
Registration Rights Agreement.
"Registration Statement" shall have the meaning set forth in Section
2(a) herein.
"Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.
"Securities Act" shall mean the Securities Act of 1933, as amended.
2. The Registration Requirements. The Company represents and warrants that it is
qualified and eligible to use the registration statement on Form S-3 under the
Securities Act. The Company shall file and use its best efforts to cause to
become effective, as promptly as possible and in any event by the 90th calendar
day after the Closing Date, a registration statement on Form S-3 under the
Securities Act or, if Form S-3 is not then available, another appropriate form
covering the resale of the Shares issuable on conversion of the Preferred Stock
and upon exercise of the Warrants and shall take all
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action necessary to qualify the Shares under state "blue sky" laws as
hereinafter provided. The Company shall use its diligent best efforts to effect
the registration contemplated by the foregoing (including, without limitation,
the execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act) and as would permit or facilitate the sale and distribution of all the
Registrable Securities in all states reasonably requested by the Holder for
purposes of maximizing the proceeds realizable by the Holder from such sale and
distribution. Such best efforts by the Company shall include, without
limitation, the following:
(a) The Company shall file (i) a registration statement with the SEC
pursuant to Rule 415 under the Securities Act on Form S-3 under the
Securities Act and the Company shall use its best efforts to qualify
for the use of such Form (or in the event that the Company is
ineligible to use such form, such other form as the Company is eligible
to use under the Securities Act) covering the Registrable Securities to
be registered (the "Registration Statement"); (ii) such blue sky
filings as shall be reasonably requested to permit such sales;
provided, however, that the Company shall not be required to register
the Registrable Securities in any jurisdiction that would subject it to
general service of process in any such jurisdiction where it is not
then so subject or subject the Company to any tax in any such
jurisdiction where it is not then so subject or to require the Company
to qualify to do business in any jurisdiction where it is not then so
qualified; and (iii) any required filings with the Nasdaq National
Market ("Nasdaq") and any exchange where the Shares are traded, all as
soon as practicable after the date hereof. The Company shall use its
best efforts to have such Registration Statement and other filings
declared effective as soon thereafter as may be practicable.
(b) The Company shall enter into such customary agreements (including a
customary underwriting agreement with the underwriter or underwriters,
if any) and take all such other reasonable actions, in connection
therewith in order to expedite or facilitate the disposition of such
Registrable Securities and in such connection whether or not the
Registrable Securities are to be sold in an underwritten offering, the
Company shall:
(i) make such representations and warranties to the
Holder and the underwriter or underwriters, if any, in form
and substance and scope as are customarily made by issuers to
underwriters in secondary underwritten offerings;
(ii) cause to be delivered to the sellers of
Registrable Securities and the underwriter or underwriters, if
any, opinions of counsel to the Company, dated the date of
delivery of any Registrable Securities
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sold pursuant thereto, which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to the
managing underwriter or underwriters and the appointed
representative or counsel of the Holder, addressed to the
Holder and each underwriter:
(A) in the case of an underwritten offering,
covering the matters customarily covered in opinions
requested in secondary underwritten offerings; or
(B) in the case of any offering that is not
underwritten, covering the effectiveness of the
registration statement;
(iii) in the case of an underwritten offering, cause
to be delivered at the time of delivery of any Registrable
Securities sold pursuant thereto, letters from the Company's
independent certified public accountants addressed to the
Holder and each underwriter stating that such accountants are
independent public accountants within the meaning of the
Securities Act and the applicable published rules and
regulations thereunder, and otherwise in customary form and
covering such financial and accounting matters as are
customarily covered by letters of the independent certified
public accountants delivered in connection with secondary
underwritten public offerings;
(iv) if an underwriting agreement is entered into,
cause the same to set forth indemnification and contribution
provisions and procedures which are no less favorable to the
Holder and the Company than those contemplated by sections 8
and 9 hereof with respect to all parties to be indemnified
pursuant to such sections;
(v) deliver such documents and certificates as may be
reasonably requested by the Holder of the Registrable
Securities being sold or the managing underwriter or
underwriters, if any, to evidence compliance with clause (i)
above and with any customary conditions contained in the
underwriting agreement, if any, or other agreement entered
into by the Company;
the foregoing in this paragraph 2(b) shall be done at each closing
under any such underwriting or similar agreement or as and to the
extent required thereunder; provided, however, the foregoing in
paragraph 2(b) shall not be required on more than two (2) occasions;
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(c) The Company shall make available for inspection, review and comment
by a representative or representatives of the Holder, any underwriter
participating in any disposition pursuant to a Registration Statement,
and any attorney or accountant retained by such Holder or underwriter,
any such registration statement or amendment or supplement or any blue
sky, Nasdaq or other filing, all financial and other records, pertinent
corporate documents and properties of the Company as they may
reasonably request for the purpose, and cause the Company's officers,
directors and employees to supply all information reasonably requested
by any such representative, underwriter, attorney or accountant in
connection with such Registration Statement.
3. Underwritten Distribution. If the Holder intends to distribute the
Registrable Securities covered by a Registration Statement by means of an
underwriting, the Holder shall so advise the Company and, within thirty (30)
days of the date thereof and without limiting the generality of other provisions
hereof, the Company will prepare and file such amendment or amendments to the
Registration Statement and make such other filings as may be necessary or
appropriate to effect any such underwritten distribution. The managing
underwriter for any such distribution shall be an investment banking firm of
national reputation selected by the Holders participating in such distribution,
subject to the Company's consent, which shall not be unreasonably withheld.
4. Multiple Holders. If there is more than one Holder, such Holders shall act
with respect to their rights under this Registration Rights Agreement according
to the vote of a majority-in-interest.
5. Expenses of Registration. All Registration Expenses incurred in connection
with any registration, qualification or compliance pursuant to this Registration
Rights Agreement shall be borne by the Company, and all Selling Expenses shall
be borne by the Holder.
6. Registration Delay or Failure. The Company acknowledges that its failure to
register the Registrable Securities in accordance with the Agreement and this
Registration Rights Agreement will cause the Holder to suffer damages in an
amount that will be difficult to ascertain. Accordingly the parties agree that
it is appropriate to include herein a provision for liquidated damages and to
compensate the Holder fairly for the additional risk undertaken by the Holder
resulting from the Company's delay or failure to effect such registration. The
parties acknowledge and agree that the liquidated damages provisions set forth
in the Agreement represent the parties' good faith effort to quantify such
damages and, as such, agree that the form and amount of such liquidated damages
are reasonable and will not constitute a penalty; provided, however, that
nothing in this Section 6 shall limit the Holder's right to pursue equitable
relief, including without limitation, specific performance.
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(a) If the Registration Statement covering the resale of the Shares is
not declared effective by the one-hundred-twentieth (120th) calendar
day after the Closing Date, then the Applicable Percentages (as defined
in the Certificate of Designation) used in determining the Conversion
Date Market Price (as defined in the Certificate of Designation) shall
each be increased by two and one-half (2 1/2) percentage points and the
Applicable Percentages as so increased shall then and thereafter be
applicable to and upon conversion of the Preferred Stock in lieu and in
place of the Applicable Percentages set forth in the Certificate of
Designation.
(b) If such Registration Statement still has not been declared
effective by the one-hundred-fifty-first (151st) calendar day after the
Closing Date, then the Applicable Percentages, as theretofore reduced
pursuant to Section 6(a) hereof, shall be further increased by two and
one-half (2 1/2) percentage points, and, as further so increased, shall
then and thereafter be applicable to and upon conversion of the
Preferred Stock.
(c) On each succeeding thirtieth (30th) day after such
one-hundred-fifty-first (151st) calendar day after the Closing Date,
upon which such Registration Statement still has not become effective,
the Applicable Percentages as theretofore increased pursuant to
Sections 6(a) and 6(b) hereof shall be further increased by another two
(2) percentage points and, as further so increased, shall then and
thereafter be applicable to and upon conversion of the Preferred Stock.
7. Registration Procedures. In the case of each registration effected by the
Company pursuant to this Registration Rights Agreement, the Company will keep
the Holder advised in writing as to initiation of each registration and as to
the completion thereof. At its expense, the Company will use its best efforts
to:
(a) Keep such registration effective for the period of sixty (60)
months or until all the Securities are sold or eligible for sale
pursuant to Rule 144(k) of the SEC or any successor or similar
provision, whichever is earlier.
(b) Furnish such number of prospectuses and other documents incident
thereto as the Holder from time to time may reasonably request.
(c) Notify the Holder of any event or circumstance the result of which
is that the Company's Registration Statement or prospectus included
therein contains an untrue statement of material fact or omits to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading and shall (i) in the case of any
event or circumstance not provided for in clause (ii) below,, within
thirty (30) business days of such notification or (ii) in the case of
any acquisition, merger or other similar material transaction requiring
additional
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disclosure to correct any such untrue statement or omission, within
sixty (60) days of such notification, amend or supplement the
Registration Statement or prospectus to correct such inaccuracy or
disclose such development; provided, however, that upon receipt of such
notice, the Holder shall immediately discontinue dispositions of
Registrable Securities thereunder until the Holder's receipt from the
Company of a supplemented or amended prospectus and, if so requested by
the Company, the Holder shall deliver to the Company all copies (other
than permanent file copies in the Holder's possession) of the
prospectus covering the Registrable Securities current at the time of
receipt of such notice; and provided further, that if the Registration
Statement or prospectus is not amended or supplemented so as to remedy
any inaccuracy or disclose such development by the thirtieth (30th)
business day in the case of clause (i), or the sixtieth (60th) business
day in the case of clause (ii), in each case, after notice of
inaccuracy is given by the Company to the Holder, then the Company
shall issue Holder upon each subsequent conversion by Holder of any
Preferred Stock which was convertible into Common Stock at any time
from the applicable date upon which such Registration Statement was
required to be supplemented or amended (i.e., the thirtieth (30th)
business day or sixtieth (60th) business day after notification, as the
case may be) (the "Required Registration Statement Amendment Date")
until such date as the Registration Statement is so amended (the
"Registration Statement Amendment Date"), such additional shares of
Common Stock as would have been issuable to the Holder upon such
conversion had the Applicable Percentage used in determining the
Conversion Date Market Price for such conversion been increased by the
Amendment Penalty Discount in the case of an event described in clause
(i) or the Alternative Penalty Discount in the case of an event
described in clause (ii). As used herein, (x) the "Amendment Penalty
Discount" shall initially equal zero percent (0%) on a Required
Registration Amendment Date in the case of an event described in clause
(i) and shall increase by one percent (1%) for every fifth (5th)
business day thereafter until the applicable Registration Statement
Amendment Date and (y) the Alternative Penalty Discount shall initially
equal two and one-half percent (2 1/2%) on a Required Registration
Statement Amendment Date with respect to an event described in clause
(ii) and shall increase by two and one-half percent (2 1/2%) on the
thirtieth (30th) business day thereafter if the applicable Registration
Statement Amendment Date has not then occurred and shall increase by
two percent (2%) for every thirtieth (30th) business day thereafter
until the applicable Registration Statement Amendment Date.
8. Indemnification.
(a) Company Indemnity. The Company will indemnify the Holder, each of
its officers, directors and partners, and each person controlling the
Holder within the meaning of Section 15 of the Securities Act and the
rules and regulations
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thereunder with respect to which registration, qualification or
compliance has been effected pursuant to this Registration Rights
Agreement, and each underwriter, if any, and each person who controls,
within the meaning of Section 15 of the Securities Act and the rules
and regulations thereunder, any underwriter, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any prospectus, offering circular or
other document (including any related registration statement,
notification or the like) incident to any such registration,
qualification or compliance, or based on 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, or
any violation by the Company of the Securities Act or any state
securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification
or compliance, and will reimburse the Holder, each of its officers,
directors and partners, and each person controlling such Holder, each
such underwriter and each person who controls any such underwriter, for
any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case
to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by Holder or the
underwriter and stated to be specifically for use therein. The
indemnity agreement contained in this Section 8(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the
Company (which consent will not be unreasonably withheld).
(b) Holder Indemnity. The Holder will, if Registrable Securities held
by it are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company,
each of its directors, officers, partners, and each underwriter, if
any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act and the rules
and regulations thereunder, each other Holder (if any), and each of
their officers, directors and partners, and each person controlling
such other Holder against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statement therein not misleading and will reimburse the Company and
such other Holders and their directors, officers and partners,
underwriters or control persons for any legal or any
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other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each
case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made
in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information
furnished to the Company by Holder and stated to be specifically for
use therein; provided, however, that the obligations of Holder shall
not apply to amounts paid in settlement of any such claims, losses,
damages or liabilities if such settlement is effected without the
consent of Holder (which consent shall not be unreasonably withheld).
(c) Procedure. Each party entitled to indemnification under this
Article (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party
to assume the defense of any such claim in any litigation resulting
therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may
participate in such defense at such party's expense, and provided
further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its
obligations under this Article except to the extent that the
Indemnifying Party is actually prejudiced by such failure to provide
notice. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified of a release from all
liability in respect to such claim or litigation. Each Indemnified
Party shall furnish such information regarding itself or the claim in
question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with the defense of such
claim and litigation resulting therefrom.
9. Contribution. If the indemnification provided for in Section 8 herein is
unavailable to the Indemnified Parties in respect of any losses, claims, damages
or liabilities referred to herein, then each such 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 or
liabilities (i) as between the Company and the Holder on the one hand and the
underwriters on the other, in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Holder on the one hand or
underwriters, as the case may be, on the other from the offering of the
Registrable Securities, or if such allocation is not permitted by applicable
law, in such proportion as
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is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Holder or underwriters, as the
case may be, on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) as between the Company on the one
hand and the Holder on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of the Holder in connection with
such statements or omissions.
The relative benefits received by the Company on the one hand and the
Holder or the underwriters, as the case may be, on the other shall be deemed to
be in the same proportion as (x) the proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company from the initial sale of the Preferred Stock by the Company to
the Holder pursuant to the Agreement and from the exercise of the Warrants by
the Holder bear to (y) the gain realized by such Holder or the total
underwriting discounts and commissions received by the underwriters as set forth
in the table on the cover page of the prospectus, as the case may be. The
relative fault of the Company on the one hand and of the Holder or underwriters,
as the case may be, on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission to state a material fact relates to information supplied by the
Company, by the Holder or by the underwriters.
In no event shall the obligation of any Indemnifying Party to
contribute under this Section 9 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 8(a) or 8(b) hereof had been
available under the circumstances.
The Company and the Holder agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation (even if the Holder or the underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraphs. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this section, no Holder or underwriter shall
be required to contribute any amount in excess of the amount by which (i) in the
case of the Holder, the net proceeds received by the Holder from the sale of
Registrable Securities or (ii) in the case of an underwriter, the total price at
which the Registrable Securities purchased by it and distributed to the public
were offered to the public exceeds, in any such case, the amount of any damages
that the Holder or underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
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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.
10. Survival. The Indemnity and contribution agreements contained in Sections 8
and 9 and the representations and warranties of the Company referred to in
Section 2(b)(i) shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Indemnified Party or by or on behalf of the Company and (iii) the
consummation of the sale or successive resales of the Registrable Securities.
11. Information from Holder. The Holder shall furnish to the Company such
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.
12. Transfer or Assignment of Registration Rights. The rights granted to
Purchaser by the Company under this Registration Rights Agreement to cause the
Company to register Registrable Securities, may be transferred or assigned to a
transferee or assignee, provided that the Company is given written notice by
Holder at the time of or within a reasonable time after said transfer or
assignment, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, and provided further that the transferee or
assignee of such rights is not deemed by the board of directors of the Company,
in its reasonable judgment, to be a competitor of the Company, and provided
further that the transferee or assignee of such rights agrees to be bound by
this Registration Rights Agreement.
13. Miscellaneous.
(a) Entire Agreement. This Registration Rights Agreement contains the
entire understanding and agreement of the parties, and may not be modified or
terminated except by a written agreement signed by both parties.
(b) Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (i) upon hand
delivery or delivery by telex (with correct answer back received), telecopy or
facsimile, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (ii) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:
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to the Company:
Geotek Communications, Inc.
00 Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: General Counsel and Secretary
Fax: (000) 000-0000
with copies to:
Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
to the Purchaser:
Attention:
Fax: (___) ____________
with copies to:
Attention:
Fax: (___) ____________
Either party hereto may from time to time change its address for notices under
this Section 13(b) by giving at least 10 days' written notice of such changed
address to the other party hereto.
(c) Gender of Terms. All terms used herein shall be deemed to include
the feminine and the neuter, and the singular and the plural as the context
requires.
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(d) Governing Law; Consent to Jurisdiction. This Registration Rights
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of law or choice of
law, except for matters arising under the Securities Act or the Exchange Act
which matters shall be construed and interpreted in accordance with such Acts.
The Company hereby agrees that all actions or proceedings arising directly or
indirectly from or in connection with this Registration Rights Agreement shall,
at the Purchaser's sole option, be litigated only in the Supreme Court of the
State of New York or the United States District Court for the Southern District
of New York located in New York County, New York. The Company consents to the
jurisdiction and venue of the foregoing courts and consents that any process or
notice of motion or other application to either of said courts or a judge
thereof may be served inside or outside the State of New York or the Southern
District of New York by registered mail, return receipt requested, directed to
the Company at its address set forth in this Registration Rights Agreement (and
service so made shall be deemed complete five (5) days after the same has been
posted as aforesaid) or by personal service or in such other manner as may be
permissible under the rules of said court.
(e) Titles. The titles used in this Registration Rights Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Registration Rights Agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date first above written.
NAME OF INVESTOR:
By:
Its:
GEOTEK COMMUNICATIONS, INC.
By:
Name:
Title:
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