Exhibit 10.4
REGISTRATION AND LEAKOUT AGREEMENT
January 1, 2008
NexHorizon Communications, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Gentlemen:
The undersigned, Chula Vista Cable, Ltd. ("CVC") is a beneficial owner of
2,125,000 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"). The Shares are acquired
as part of that certain Purchase and Sale Agreement (the "Agreement"), between
the Company and Xxxxxxx Xxxxxxx General Partner and owner of Chula Vista Cable,
Ltd. ("Chula," the Acquired Assets or the "Seller"); the General Partners of
Chula, (each a "Partner" and together, the "Partners"). 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
twelve 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 Conversion Shares and agrees to the terms and
conditions contained herein below.
The undersigned, CVC, 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 Conversion 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, CVC, 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 Conversion 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, CVC, 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:
CHULA VISTA CABLE, LTD.,
a California Limited Partnership
000 X Xxxxxx
Xxxxx Xxxxx, XX 00000
By:
--------------------------------------
Xxxxxxx Xxxxxxx
President & General Partner
NEXHORIZON COMMUNICATIONS, INC.,
a Delaware Corporation
By:
--------------------------------------
Xxxxxx X. Xxxxxx, Xx.
President & CEO
Number of shares 2,125,000 Series A Preferred Stock
Stock owned Chula Vista Cable, Ltd.
