REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement"),
entered into as of May 15, 1998, between each of the persons whose name and
signature appear on the signature page hereto (each a "Purchaser" and
collectively, the "Purchasers"), 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, the Purchasers have obtained pursuant to a Conversion and
Exchange Agreement (the "Agreement") shares of the Company's Series T
Convertible Preferred Stock ("Series T Stock" or the "Preferred Stock");
WHEREAS, pursuant to the terms of the Certificate of Designation
establishing the rights of the Preferred Stock (the "Certificate of
Designation"), the Preferred Stock is convertible into shares of the Company's
Common Stock, par value $.01 per share (the "Shares");
WHEREAS, pursuant to the terms of and in partial consideration for, the
Purchasers' agreement to enter into the Agreement, the Company has agreed to
provide the Purchasers 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
Purchasers agree as follows:
1. Certain Definitions. As used in this Registration Rights Agreement, the
following terms shall have the following respective meanings:
(a) "SEC" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
(b) "Registrable Securities" shall mean: (i) Shares issued to the
Purchasers or their designees upon conversion of the Preferred Stock or upon any
stock split, stock dividend (pursuant to the Certificate of Designation or
otherwise), recapitalization or similar event with respect to such Shares; (ii)
any Shares issued to the Purchasers or any Holder as dividends on the Preferred
Stock; (iii) any securities issued or issuable to the Purchasers or any Holder
upon the conversion or exercise or exchange of any Preferred Stock or Shares and
(iv) shares of Common Stock issued pursuant to Section 5(a) hereof.
(c) 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.
(d) "Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with each 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).
(e) "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 the Holders.
(f) "Holder" and "Holders" shall include a Purchaser or the Purchasers,
respectively, and any transferee of Preferred Stock, 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.
(g) "Registration Statement" shall have the meaning set forth in Section
2(a) herein.
(h) "Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.
(i) "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 such Registration Statement no later
than that date which is thirty days after the date the Company's stockholders
approve an increase in the authorized number of shares of Common Stock and/or a
reverse stock split so that the Company has sufficient authorized and unissued
and unreserved shares of Common Stock to effect a conversion of the Series T
Stock (the "Registration Date") and use its best efforts to cause such
Registration Statement to become effective as promptly as possible thereafter.
Such Registration Statement shall be filed 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. In addition, the Company shall take all 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
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states reasonably requested by the Holders for purposes of maximizing the
proceeds realizable by the Holders from such sale and distribution. The Company
shall distribute copies of the Registration Statement to the Holders promptly
after the filing thereof and shall give the Holders no less than ten days after
receipt of such Registration Statement the opportunity to provide comments
thereto. 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 Holders 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 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 Holders,
addressed to the Holders 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
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independent certified public accountants addressed to the Holders 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 Holders 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 Holders 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;
(c) The Company shall make available for inspection, review and comment by
a representative or representatives of the Holders, any underwriter
participating in any disposition pursuant to a Registration Statement, and any
attorney or accountant retained by such Holders 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 any Holder intends to distribute the
Registrable Securities covered by a Registration Statement after the
Registration Date by means of an underwriting, such 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. 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 Holders.
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5. 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 Holders 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
Holders 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 Holders' right to pursue
equitable relief, including without limitation, specific performance.
(a) If the Registration Statement covering the resale of the Shares is not
(i) filed by the Company with the SEC on or prior to the Registration Date the
Company shall pay to each Investor within five (5) days after such date a
penalty of 1% of the market value of the shares of Common Stock issued to each
such Investor upon conversion of shares of Series T Stock (assuming a market
price of no less than $0.80) and 1% of the Designated Price (as defined in the
Series T Certificate) of the shares of Series T Stock owned by such Investor as
of such date and/or (ii) declared effective on or prior to sixty days after the
Registration Date, the Company shall pay to each Investor within five (5) days
after such date a penalty of 1% of the market value of the shares of Common
Stock issued to each such Investor upon conversion of shares of Series T Stock
which are owned as of such date (assuming a market price of no less than $0.80)
and 1% of the Designated Price (as defined in the Series T Certificate) of the
shares of Series T Stock owned by such Investor as of such date. In addition,
the Company shall also pay a penalty of 2% of such market value and/or
Designated Price, as the case may be, on the fifth (5th) day after the end of
each month for each month (or partial month) thereafter that the Registration
Statement has not been declared effective. The Company may pay any penalty
pursuant to this Section 5(a) in shares of Common Stock, valued for such
purposes, at the average closing bid price of the Common Stock for the fifteen
trading days immediately preceding the date such payment is due.
6. Registration Procedures. In the case of each registration effected by
the Company pursuant to this Registration Rights Agreement, the Company will
keep the Holders 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 any Holder from time to time may reasonably request.
(c) Notify the Holders 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
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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 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, each Holder shall immediately discontinue
dispositions of Registrable Securities thereunder until such Holder's receipt
from the Company of a supplemented or amended prospectus and, if so requested by
the Company, each Holder shall deliver to the Company all copies (other than
permanent file copies in such 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 Holders, then the Company
shall issue to a Holder upon each subsequent conversion by such 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 such 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.
7. Indemnification.
(a) Company Indemnity. The Company will indemnify each Holder, each of its
officers, directors, partners, employees and agents and each person controlling
such Holder within the meaning of Section 15 of the Securities Act and the rules
and regulations 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,
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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 such Holder, each of its
officers, directors, partners, employees and agents 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 such Holder or the underwriter and
stated to be specifically for use therein. The indemnity agreement contained in
this Section 7(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. Each Holder will severally and not jointly, 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 officers, directors, partners, employees and agents 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 officers, directors, partners, employees, agents,
underwriters or control persons for any legal or any 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 such Holder (which consent
shall not be unreasonably withheld). Notwithstanding the foregoing, each
Holder's indemnification obligation hereunder shall be limited to the net
proceeds received by such Holder from sales of Registrable Securities.
(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
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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.
8 Contribution. If the indemnification provided for in Section 7 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 applicable 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 such 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 is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of such
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 applicable Holder on the other, in
such proportion as is appropriate to reflect the relative fault of the Company
and of such Holder in connection with such statements or omissions.
The relative benefits received by the Company on the one hand and the
applicable 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 such Holder pursuant to the Agreement and from the exercise of the
Warrants by such 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 applicable 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 such Holder or by the underwriters.
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In no event shall the obligation of any Indemnifying Party to contribute
under this Section 8 exceed the amount that such Indemnifying Party would have
been obligated to pay by way of indemnification if the indemnification provided
for under Section 7(a) or 7(b) hereof had been available under the
circumstances.
The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the applicable 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 such 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 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.
9 Survival. The Indemnity and contribution agreements contained in
Sections 7 and 8 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.
10 Information from Holders. Each 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.
11 Transfer or Assignment of Registration Rights. The rights granted to
the Purchasers 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 the applicable 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.
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12 Miscellaneous.
(a) Entire Agreement. This Registration Rights Agreement, the Agreement
and the documents referenced in the Agreement contain the entire understanding
and agreement of the parties. This Registration Rights Agreement may not be
modified or terminated except by a written agreement signed by the Company and
the holders of at least two-thirds of the shares of Preferred Stock outstanding
at the time.
(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:
to the Company:
Geotek Communications, Inc.
000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: General Counsel and Secretary
Fax: (000) 000-0000
with copies to:
Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
to the Purchasers at the address set forth for each Purchaser in the
Agreement, with copies to such Purchaser's representatives (if any) at the
address for such representative set forth in the Agreement.
The Company or any Purchaser 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 each of the Purchasers (with respect to the Company) or
the Company (with respect to the Purchasers).
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(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.
(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.
(f) Counterparts. This Registration Rights Agreement may be executed in
any number of counterparts each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one instrument.
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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.
GEOTEK COMMUNICATIONS, INC.
By: /s/
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PURCHASERS:
RGC International Investors, LDC
By: Xxxx Xxxx Capital Management, L.P.,
as Investment Manager
By: RGC General Partner Corp.,
as general partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx, Managing Director
Halifax Fund, L.P.
By: The Palladin Group, its
Investment Manager
By: Palladin Capital Management LLC,
its General Partner
By:/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx, Authorized
Representative
[SIGNATURES CONTINUED]
AGR Halifax Fund, Ltd.
F/b/o Ramius Halifax Partners, LP
By: AG Ramius Partners, LLC
Its: Investment Advisor
By:/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx, Managing Officer
AGR Halifax Fund, Ltd.
F/b/o Ramius Halifax Overseas Fund, Ltd.
By: AG Ramius Partners, LLC
Its: Investment Advisor
By:/s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx, Managing Officer
AGR Halifax Fund, Ltd.
F/b/o Hick Investments, Ltd.
By: AG Ramius Partners, LLC
Its: Investment Advisor
By:/s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx, Managing Officer
Gleneagles Fund, Ltd.
By: The Palladin Group, its
Investment Manager
By: Palladin Capital Management LLC,
its General Partner
By:/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx, Authorized
Representative
[SIGNATURES CONTINUED]
Colonial Penn Insurance Company
By: The Palladin Group, its Investment
Manager
By: Palladin Capital Management LLC,
its General Partner
By:/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx, Authorized
Representative
Colonial Penn Life Insurance Company
By: The Palladin Group, its Investment
Manager
By: Palladin Capital Management LLC,
its General Partner
By:/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx, Authorized
Representative
Palladin Partners I, L.P.
By:/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx, Authorized
Representative
[SIGNATURES CONTINUED]
Xxxxxx Partners
By: /s/
-------------------------------------
Olympus Securities, LTD.
By: /s/
-------------------------------------
CIBC, Wood Gundy Securities Corp.
By:/s/ Xxxxxx X. XxXxxxxx
-------------------------------------
Xxxxxx X. XxXxxxxx, Managing Director
Themis Partners L.P.
By: Promethean Investment Group, L.L.C.,
its General Partner
By:/s/
--------------------------------------
Samyang Merchant Bank
By: Promethean Investment Group, L.L.C.,
its Investment Advisor
By:/s/
--------------------------------------
[SIGNATURES CONTINUED]
Heracles Fund
By: Promethean Investment Group, L.L.C.,
its Investment Advisor
By:/s/
--------------------------------------
Xxxxxxxx, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
GAM Arbitrage Investments, Inc.
By: Xxxxxx, Xxxxxx & Co., L.P., its
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
AG Super Fund International
Partners, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
[SIGNATURES CONTINUED]
Ramius Fund, Ltd.
By: AG Ramius Partners, L.L.C.,
its Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Managing Officer
Raphael, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
AG Super Fund, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
Michaelangelo, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
[SIGNATURES CONTINUED]
Xxxxxx, Xxxxxx & Co., L.P.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Chief Operating
Officer
