EXHIBIT 4.5
RESTRICTED STOCK ACKNOWLEDGEMENT
AND
REGISTRATION RIGHTS AGREEMENT
This RESTRICTED STOCK ACKNOWLEDGEMENT AND REGISTRATION RIGHTS AGREEMENT
(this "Agreement") is made as of June 1, 1998 between CHARTER COMMUNICATIONS
INTERNATIONAL, INC., a Nevada corporation with its principal office located at
0000 Xxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Company"), and
________________, a resident of Georgia (the "Stockholder").
W I T N E S S E T H:
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WHEREAS, the parties hereto, together with certain other parties, are on
the date hereof entering into a transaction (the "Transaction") whereby the
Stockholder shall acquire up to 150,000 shares of the Company's common stock,
par value $.00001 per share (all such shares of common stock acquired or to be
acquired by the Stockholder pursuant to the Transaction being hereinafter
referred to collectively as the "Common Stock").
NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants hereinafter set forth, the parties hereto hereby
agree as follows:
I. DEFINITIONS AND RESTRICTED STOCK ACKNOWLEDGEMENTS
1.1 Definitions. For purposes of this Agreement, the following
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definitions shall apply:
The 1933 Act. The term "1933 Act" means the Securities Act of 1933, as
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amended, or any successor legislation thereto.
Register. The terms "register," "registered," and "registration" refer to
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a registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement or document.
Registrable Securities. The term "Registrable Securities" means the Common
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Stock.
1.2 Restricted Stock Acknowledgments.
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(a) No Registration. Stockholder understands and acknowledges
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that none of the shares of Common Stock have been registered under the 1933 Act
and, therefore, none of them can be resold unless they are registered under the
1933 Act or unless an exemption is available.
(b) Purchase for Investment, Etc. Stockholder represents and
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warrants to the Company, its representatives and agents that:
(i) Stockholder is aware that no federal
or state agency has made any finding or determination as to the fairness of an
investment in the Common Stock nor any recommendation nor endorsement with
respect thereto;
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(ii) Stockholder recognizes that an
investment in the Common Stock involves a high degree of risk;
(iii) Stockholder has such knowledge and
experience in financial and business matters as to be capable of evaluating the
risks and merits of participating in the Transaction and protecting
Stockholder's interests in connection with this investment;
(iv) Stockholder is able to bear the
economic risk of the investment in the Common Stock, including the risk of total
loss of the investment;
(v) Stockholder has received and has
thoroughly reviewed the Company's most recent reports on Form 10-K and 10-Q
(including the Company's financial statements therein) and all other reports and
documents required to be filed by the Company pursuant to the 1933 Act and the
Securities Exchange Act of 1934, as amended, and no statement, printed material
or inducement given or made by any person is contrary to the information
contained in such "SEC Reports";
(vi) Stockholder has had an opportunity
to ask questions of the officers and directors of the Company and to receive
answers from them concerning this offering and the Company, and the officers and
directors of the Company have made all relevant information available to
Stockholder, including materials, books and records of the Company;
(vii) Stockholder is aware that he must
bear the economic risk of his investment in the Company for an indefinite period
of time because the shares of Common Stock have not been registered under the
1933 Act or the securities laws of any state and, therefore, none of them can be
sold unless subsequently registered under the 1933 Act and any applicable state
securities laws or an exemption from registration is available;
(viii) Stockholder acknowledges that a
legend will be placed on the certificates for the shares of Common Stock in
substantially the following form:
"THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITY MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE ISSUER OF THE
CERTIFICATE OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE ISSUER THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO COUNSEL FOR
THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE
ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER."; and
(ix) Stockholder acknowledges that the
Company has placed or will place stop transfer instructions with respect to the
shares of Common Stock to restrict the resale, pledge, hypothecation or other
transfer thereof.
II. REGISTRATION
2.1. Right to Include Registrable Stock. If the Company proposes to
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register any of its securities under the 1933 Act for its own account for sale
for cash (other than a registration on Form S-4 or Form S-8, or any successor or
similar forms (an "Offering")), it will each such time promptly give written
notice to the Stockholder. Upon the written request of the Stockholder made
within 15 days after the receipt of any such notice (which request shall specify
the Registrable Securities intended to be disposed of by such Stockholder), the
Company will use its reasonable efforts to effect the registration under the
1933 Act of all Registrable Securities which the Company has been requested to
register by the Stockholder; provided that (i) if, at any time after giving
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written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company determines for any reason not to register such
securities, the Company may, at its election, give written notice of such
determination to the Stockholder and, thereupon, will be relieved of its
obligation to register any Registrable Securities in connection with such
registration, (ii) in case of a determination by the Company to delay
registration of its securities, the Company will be permitted to delay the
registration of Registrable Securities for the same period as the delay in
registering such other securities, (iii) the amount of Registrable Securities of
the Stockholder which will be registered may be limited by the terms of Section
2.2 hereof, and (iv) the Company shall have no obligation pursuant to this
Section 2.1 to register any Registrable Securities unless the Stockholder agrees
4.2-18
to accomplish the distribution of the Registrable Securities in the manner and
under such conditions as may be reasonably required in the discretion of the
Company including, without limitation, the execution of appropriate agreements
with underwriters, utilization of specified brokerage firms or limitations on
the number of shares which may be sold on any single day.
2.2 Priority. If the managing underwriter for a registration involving
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an underwritten offering advises the Company in writing that, in its opinion,
the number of securities of the Company (including Registrable Securities)
requested to be included in such registration exceeds the number of securities
of the Company (the "Sale Number") which can be sold in an orderly manner in
such offering within a price range acceptable to the Company, the Company will
include (i) first, all securities of the Company that the Company proposes to
register for its own account and (ii) second, to the extent that the number of
securities of the Company to be included by the Company is less than the Sale
Number, a number of the Registrable Securities equal to the number derived by
multiplying (a) the difference between the Sale Number and the securities
proposed to be sold by the Company, and (b) a fraction of the numerator of which
is the number of Registrable Securities originally requested to be registered by
the Stockholder and the denominator of which shall be the aggregate number of
all securities requested to be registered by all stockholders of the Company's
securities (other than securities being registered by the Company itself). By
way of example, if the Stockholder requests registration of 500 shares and only
one other stockholder of shares of Common Stock requests registration and seeks
to register 1,000 shares and the Company seeks to register 3,000 shares and the
Sale Number is 4,200, then the Stockholder will be entitled to register 400
shares of Common Stock.
2.3 Withdrawal or Lapse. Notwithstanding any other provision herein to
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the contrary, the Company may at any time, at its sole discretion, withdraw or
abandon any registration statement or allow a registration statement to lapse,
without any liability to the Stockholder.
III. INDEMNIFICATION
3.1 To the extent permitted by law, the Stockholder will indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the 1933 Act, any underwriter and any controlling person
of any such underwriter, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the 1933 Act or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or action in respect thereto) arise out of or
are based upon false or misleading written information furnished by the
Stockholder expressly for use in connection with such registration; and such
Stockholder will pay, as incurred, any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this Section 3.1,
in connection with investigating or defending any such loss, claim, damage,
liability, or action.
3.2 The obligations of the Stockholder under this Article III will
survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
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IV. EXPENSES OF REGISTRATION
All expenses incurred in connection with any registration, qualification or
compliance pursuant to this Agreement, including, without limitation, all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and expenses of any special audits
incidental to or required by such registration, qualification or compliance will
be borne by the Company, except that the Stockholder shall be required to pay
underwriters' discounts, commissions, and stock transfer taxes relating to the
Registrable Securities and the fees and disbursements of counsel to the
Stockholder, other than as set forth in this Agreement.
V. MISCELLANEOUS
5.1 Termination. This Agreement shall terminate on December 31, 1999.
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5.2 Notices. Any notice or other communication given hereunder shall
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be deemed sufficient if in writing and sent by registered or certified mail,
return receipt requested, or delivered by hand against written receipt therefor,
by facsimile transmission or by overnight courier, addressed as follows:
if to the Stockholder,
0000 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxxx Xxxxxxxxx
if to the Company,
Charter Communications International, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
with a copy to,
Cushing, Morris, Xxxxxxxxxx & Xxxxx, LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Notices shall be deemed to have been given on the third business day after
being so mailed; except notices of change of address and notices not delivered
by mail, which shall be deemed to have been given when received.
5.3 Severability. The holding of any provision of this Agreement to be
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invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and
effect.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
By:________________________________________
Its:_______________________________________
[CORPORATE SEAL]
STOCKHOLDER:
(SEAL)
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