Exhibit 10.5
REGISTRATION AND LEAKOUT AGREEMENT
January 1, 2008
NexHorizon Communications, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Gentlemen:
The undersigned, National City Cable, Inc. ("NCC"), is a beneficial owner of
375,000 shares of the Series A Preferred Stock of NexHorizon Communications,
Inc, the successor in interest of NexHorizon Communications, Inc. (the
"Company"), par value $.0001 per share (the "Shares"), which have conversion
rights to common shares of NexHorizon ("Conversion Shares"). The Shares are
acquired as part of that certain Stock Purchase Agreement (the "Agreement"),
between the Company and National City Cable, Inc. ("National," the Acquired
Company or the "Seller"). As part of the consideration included in the Agreement
and in consideration herefore, the Company agrees to provide the undersigned
"piggyback" registration rights to cause the Conversion Shares to be included in
those shares proposed to be registered by the Company in the filing of a
registration statement (the "Registration Statement"), under the Securities Act
of 1933, as amended, with the US Securities and Exchange Commission (the "SEC")
at any time commencing six months after date hereof. In consideration for these
registration rights, undersigned has agreed to execute and deliver to the
Company this "leak-out" agreement applicable to the Common Shares and agrees to
the terms and conditions contained herein below.
The undersigned, NCC, does agree, for the benefit of the Company, that should an
order of effectiveness be issued by the SEC on such Registration Statement, the
undersigned will not, without the prior written consent of the Company, in its
sole discretion offer to sell, sell assign, pledge, hypothecate, grant any
option for the sale of, or otherwise dispose of, directly or indirectly, any of
the Common Shares owned by the undersigned, or subsequently acquired through the
exercise of any options, warrants or rights, or conversion of any other
security, or by reason of any stock split or other distribution of stock, or
grant options, rights or warrants with respect to any such Conversion Shares,
during the twelve (12) month period commencing on the effective date of the
Registration Statement, except as follows: The undersigned, NCC, shall have the
right, but not the obligation, to sell an amount of Conversion Shares equal to
up to 1% of the Company's issued and outstanding common shares every ninety (90)
days. Additional Shares may only be sold by the undersigned with the consent of
the Company, in its sole discretion. Furthermore, the undersigned will permit
all certificates evidencing the Shares to be endorsed with the appropriate
restrictive legends and will consent to the placement of appropriate stop
transfer orders with the transfer agent of the Company.
Notwithstanding the foregoing, the undersigned may sell or dispose of the Shares
or Conversion Shares, provided that such sale or disposition is a privately
negotiated transaction, the transaction is in compliance with federal and state
securities laws and other applicable laws in the written opinion of counsel to
the undersigned, NCC, which counsel must be acceptable to the Company and its
counsel, and the acquiror of the Shares or Conversion Shares executes a letter
agreement with the Company substantially identical to the terms contained
herein.
AGREED:
NATIONAL CITY CABLE, INC.,
a California Corporation
000 X Xxxxxx
Xxxxx Xxxxx, XX 00000
By:
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Xxxxxxx Xxxxxxx & ULTRONICS, INC.
President
NEXHORIZON COMMUNICATIONS, INC.,
a Delaware Corporation
By:
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Xxxxxx X. Xxxxxx, Xx.
President
Number of shares 375,000 Series A Preferred Stock
Stock owned Xxxxxxx Xxxxxxx & ULTRONICS, INC.
