EXHIBIT 10.18--FORM OF
AGREEMENT NOT TO SELL
Xxxxxx Xxxxxxx & Associates, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Agreement Not to Sell
Ladies and Gentlemen:
We refer to the 10% Unsecured Convertible Promissory Notes
due December 30, 1997 (the "Notes") issued by NAVIDEC, Inc., a
Colorado corporation (the "Company") and sold in a private
placement to accredited investors in reliance upon exemptions
from the Securities Act of 1933, as amended (the "Act"), all as
described in the Company's Confidential Private Placement
Memorandum dated July 18, 1996 (the "Memorandum"). As described
in the Memorandum, if a contemplated initial public offering (the
"Public Offering") of the Company's securities registered with
the Securities and Exchange Commission under the Act is
consummated prior to the Maturity Date, the Notes, upon
consummation of the Public Offering, are automatically converted
for each $50,000 principal amount into 28,571 Units, with each
Unit consisting of one share of Common Stock and one Warrant to
purchase one share of such Common Stock. The Common Stock and
the Warrants are to be included for registration in the
Registration Statement relating to the Public Offering.
As a condition to the purchase of any of the Notes (as
described in the Memorandum), the undersigned has agreed not to
sell for a period of ten months after the consummation of the
Public Offering any of the Common Stock or Warrants received by
the undersigned upon conversion of the Notes in excess of such
number of shares of Common Stock which provide to the undersigned
net proceeds from the sale thereof up to a maximum of the
principal amount of the Notes converted. (By way of example of
the foregoing, and not by way of any limitation, if the
undersigned purchased $50,000 principal amount of Notes, the
undersigned can sell such number of shares of Common Stock or
Warrants as results in net proceeds to the undersigned of
$50,000.) Accordingly, in consideration of the sale of the Notes
to the undersigned, and to effectuate the condition to the sale
of any of the Notes to the undersigned, the undersigned agrees
not to offer, sell, contract to sell, pledge, hypothecate, grant
any option to purchase or otherwise dispose of (collectively, the
"Resale Restrictions") (i) any shares of Common Stock or Warrants
in excess of such number of shares of Common Stock which provide
to the undersigned net proceeds from the sale thereof up to a
maximum of the principal amount of the Notes converted, or (ii)
the Common Stock issuable upon exercise of the Warrant for the
period specified hereafter without the prior written consent of
Xxxxxx Xxxxxxx & Associates, Inc. Such restrictions shall apply
for a period of one year after the consummation of the Public
Offering (the "Restriction Period").
As a reasonable means of ensuring compliance with the terms
of this Agreement, the undersigned further agrees that (i) the
undersigned shall deliver the certificates evidencing the shares
of Common Stock for deposit with an escrow agent during the
Restriction Period; (ii) the certificates representing the shares
of Common Stock shall have noted conspicuously thereon a legend
that such shares are subject to the restrictions on transfer
imposed by the terms of this Agreement Not to Sell; and (iii) the
Company may instruct the transfer agent for the Common Stock to
place a transfer restriction on such transfer agent's records.
Notwithstanding the foregoing, if the undersigned is an
individual, he or she may transfer any or all of the shares of
Common Stock subject to the Resale Restrictions either during his
or her lifetime or on death by will or intestacy to his or her
immediate family or to a trust, the beneficiaries of which are
exclusively the undersigned and/or a member or members of his or
her immediate family; provided, however, that in any such case it
shall be a condition to the transfer that the transferee execute
an agreement stating that the transferee is receiving and holding
such shares of Common Stock subject to the provisions of this
Agreement. For purposes of this paragraph, "immediate family"
shall mean spouse, lineal descendant, father, mother, brother or
sister of the transferor.
In addition, notwithstanding the foregoing, if the
undersigned is a partnership, the partnership may transfer any
shares of Common Stock subject to the Resale Restrictions to a
partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate
of any such partner or retired partner, and any partner who is an
individual may transfer shares of Common Stock subject to the
Resale Restrictions by gift, will or intestate succession to his
or her immediate family (as defined above) or ancestors; and if
the undersigned is a corporation, the corporation may transfer
shares of Common Stock subject to the Resale Restrictions to any
shareholder of such corporation and any shareholder who is an
individual may transfer shares of Common Stock subject to the
Resale Restrictions by gift, will or intestate succession to his
or her immediate family (as defined above) or ancestors;
provided, however, that in any such case, it shall be a condition
to the transfer that the transferee execute an agreement stating
that the transferee is receiving and holding such shares of
Common Stock subject to the provisions of this Agreement, and
there shall be no further transfer except in accordance with this
Agreement.
Very truly yours,
By:
---------------------------------
Shares of common stock Signature
(including shares which
may be acquired through /s/
warrants) subject Spouse's signature if joint tenancy
to this Agreement
after consummation of /s/
Public Offering Printed name of person or entity
Title if signing for an
entity
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Dated: July ____, 1996
