EXHIBIT 4.5 - FORM OF PRIVATE PLACEMENT FINANCING CONVERTED
UNITS REGISTRATION RIGHTS AGREEMENT
CONVERTED UNITS
REGISTRATION RIGHTS AGREEMENT
AGREEMENT, dated as of the ____ day of __________, 1996,
between _____________________________________, residing at
_____________________________________________________________, as
the holder (the "Holder") of the Company's 10% unsecured
subordinated convertible notes, due December 30, 1997 (the "Notes),
issued pursuant to the Confidential Private Placement Memorandum of
the Company dated July 18, 1996 (the "Memorandum"), and NAVIDEC,
Inc., having its executive office and principal place of business
at 00 Xxxxxxxxx Xxxxx, Xxxxxxxx X, Xxxxx 000, Xxxxxxxxx, XX 00000
(the "Company").
WHEREAS, the Company desires to grant to the Holder the
registration rights set forth herein with respect to the Units
issuable to the Holder upon conversion of the Notes (the
"Registrable Securities"), each Unit consisting of one share of the
Company's no par value Common Stock ("Common Stock" or the "Common
Shares"), and one redeemable warrant to purchase one Common Share
("Warrant");
NOW, THEREFORE, the parties hereto mutually agree as
follows:
1. Registration Rights. The Company intends to prepare and
file a Registration Statement under the Securities Act of 1933, as
amended (the "Act"), relating to the initial public offering of the
Company's Common Stock (the "Public Offering"), including the Units
and the components of the Units, and to use its best efforts to
cause such Registration Statement to become effective within twelve
months following the initial closing date of the sale of the Notes.
The Company shall include all of the Registrable Securities
issuable to the Holder in the Registration Statement relating to
the Public Offering to permit the sale or other disposition by the
Holder of the Registrable Securities so registered. The Holder
will not sell, however, pursuant to the Registration Statement or
otherwise for a period of ten months after consummation of the
Public Offering any Registrable Securities in excess of such number
of Units, or components of Units, which will provide gross proceeds
(based on the underwritten public offering price of Common Stock
sold in the Public Offering) from the sale thereof equal to the
aggregate principal amount of Notes initially purchased by the
Holder from the Company pursuant to the Memorandum.
2. Underwritten Offering. If requested by the managing
underwriter in the Public Offering, all or part of the Registrable
Securities determined by the managing underwriter shall be included
in the underwriting on the same terms and conditions as like
securities are being sold through underwriters in the Public
Offering.
3. Additional Terms. The following provisions shall be
applicable to the Registration Statement filed pursuant to
Paragraph 1 of this Agreement:
(a) The Company will use its best efforts to cause the
Registration Statement to become effective as promptly as
practicable and, if any stop order shall be issued by the SEC in
connection therewith, to use its reasonable efforts to obtain the
removal of such order. Following the effective date of the
Registration Statement, the Company shall, upon the request of the
Holder, forthwith supply such reasonable number of copies of the
Registration Statement, preliminary prospectus and prospectus
meeting the requirements of the Act, and other documents necessary
or incidental to the Public Offering, as shall be reasonably
requested by the Holder to permit the Holder to make a public
distribution of its Registrable Securities. The Company will use
its reasonable efforts to qualify the Registrable Securities for
sale in such states as the Holder shall reasonably request,
provided that no such qualification will be required in any
jurisdiction where, solely as a result thereof, the Company would
be subject to service of general process or to taxation or
qualification as a foreign corporation doing business in such
jurisdiction. The obligations of the Company hereunder with respect
to the Holder's Registrable Securities are expressly conditioned on
the Holder's furnishing to the Company such appropriate information
concerning the Holder, the Holder's Registrable Securities and the
terms of the Holder's offering of such Registrable Securities as
the Company may reasonably request. The Company shall maintain the
Registration Statement in effect for so long as the Registrable
Securities remain unsold, provided, however, that the Company shall
not be required to keep such Registration Statement effective, and
it may deregister any unsold Registrable Securities, if, in the
opinion of counsel to the Company, such shares may then be sold
pursuant to the provisions of Rule 144 under the Act.
(b) The Company shall bear the entire cost and expense of
any registration of the Registrable Securities; provided, however,
that the Holder shall be solely responsible for the fees of any
counsel retained by him in connection with such registration and
any transfer taxes or underwriting discounts or commissions
applicable to the Registrable Securities sold by him pursuant
thereto.
(c) The Company shall indemnify and hold harmless the
Holder and each underwriter, within the meaning of the Act, who may
purchase from or sell for the Holder any Registrable Securities,
from and against any and all losses, claims, damages and
liabilities caused by any untrue statement of a material fact
contained in the Registration Statement, any post-effective
amendment to such Registration Statement, or any prospectus
included therein required to be filed or furnished by reason of
this Agreement or caused by 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, except
insofar as such losses, claims, damages or liabilities are caused
by any such untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by the Holder or
underwriter expressly for use therein; which indemnification shall
include each person, if any, who controls any such underwriter
within the meaning of the Act and each officer, director, employee
and agent of such underwriter. The Holder and any such underwriter
and other person, shall be obligated to indemnify the Company, its
directors, each officer signing the Registration Statement and each
person, if any, who controls the Company within the meaning of the
Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement, any registration statement or any prospectus required to
be filed or furnished by reason of this Agreement or caused by any
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
insofar as such losses, claims, damages or liabilities are caused
by any untrue statement or alleged untrue statement or omission
based upon information furnished in writing to the Company by the
Holder or underwriter or other person expressly for use therein.
(d) If for any reason the indemnification provided for in
the preceding subparagraph is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect
to any loss, claim, damage, liability or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid
or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to
reflect not only the relative benefits received by the indemnified
party and the indemnifying party, but also the relative fault of
the indemnified party and the indemnifying party, as well as any
other relevant equitable considerations.
(e) Neither the filing of a Registration Statement by the
Company pursuant to this Agreement nor the making of any request
for prospectuses by the Holder shall impose upon the Holder any
obligation to sell his Registrable Securities.
(f) The Holder, upon receipt of notice from the Company
that an event has occurred which requires a post-effective
amendment to the Registration Statement or a supplement to the
prospectus included therein, shall promptly discontinue the sale of
his Registrable Securities until the Holder receives a copy of a
supplemented or amended prospectus from the Company, which the
Company shall provide as soon as practicable after such notice.
4. Governing Law.
(a) The Registrable Securities are being delivered in
Colorado. This Agreement shall be deemed to have been made and
delivered in the State of Colorado and shall be governed as to
validity, interpretation, construction, effect and in all other
respects by the internal laws of the State of Colorado.
(b) The Company and the Holder each (a) agree that any
legal suit, action or proceeding arising out of or relating to this
Agreement, or any other agreement entered into between the Company
and the Holder pursuant to the private placement of the Notes or
the Public Offering shall be instituted exclusively in District
Court, Arapahoe County, State of Colorado, or in the United States
District Court for the District of Colorado, each and any of which
shall apply Colorado law, (b) waives any objection which the
Company or such Holder may have now or hereafter to the venue of
any such suit, action or proceeding, and (c) irrevocably consents
to the jurisdiction of the District Court, County of Arapahoe and
the United States District Court for the District of Colorado in
any such suit, action or proceeding. The Company and the Holder
each further agrees to accept and acknowledge service of any and
all process which may be served in any such suit, action or
proceeding in the District Court, County of Arapahoe and the United
States District Court for the District of Colorado, and agrees that
service of process upon the Company or the Holder mailed by
certified mail to the Company's or, as the case may be, the
Holder's address shall be deemed in every respect effective service
of process upon the Company or the Holder, as the case may be, in
any suit, action or proceeding.
5. Amendment. This Agreement may only be amended by a
written instrument executed by the Company and the Holder.
6. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter
hereof.
7. Execution in Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same document.
8. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
duly given when delivered by hand, by Federal Express or other
national overnight courier service, or mailed by registered or
certified mail, postage prepaid, return receipt requested, and, if
mailed, shall be deemed to have been received on the third day
after a notice has been sent as follows:
If to the Holder, to its address set forth on the
signature page of this Agreement.
If to the Company, to the address set forth on the first
page of this Agreement.
9. Binding Effect; Benefits. The Holder may not assign its
rights hereunder. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns, including,
without limitation, the permitted transferees of the Registrable
Securities. Nothing herein contained, express or implied, is
intended to confer upon any person other than the parties hereto
and their respective heirs, legal representatives, successors and
such permitted assigns, any rights or remedies under or by reason
of this Agreement.
10. Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit
or affect the meaning or interpretation of any of the terms or
provisions of this Agreement.
11. Severability. Any provision of this Agreement which is
held by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdiction(s) shall be, as to such
jurisdiction(s), ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto as of the date first above written.
NAVIDEC, INC.
By:
Xxxxx Xxxxxx, President
HOLDER:
Name:
Address:
