RESTATED AGREEMENT NOT TO SELL
Xxxxxx Xxxxxxx & Associates, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
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 and supplemented September 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 12,142.67 Units (adjusted to reflect reverse stock splits since
the date of the Memorandum), 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) and the ability to sell shares in the Public Offering, 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 gross
proceeds from the sale thereof up to a maximum of the principal amount of the
Notes converted based upon the Public Offering price of the shares of Common
Stock. (By way of example of the foregoing, and not by way of any
limitation, if the undersigned purchased a Note in the principal amount of
$50,000 and the share price in the Public Offering is $7.00, the undersigned
could sell up to 7,143 shares of Common Stock.) Accordingly, in
consideration of the sale of the Notes to the undersigned and the agreement
of the Company to use its best efforts to include shares of Common Stock of
the undersigned in the Public Offering, 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 would provide to the undersigned gross proceeds from the sale
thereof at the Public Offering price for such shares up to a maximum of the
principal amount of the Notes converted, or (ii) the Common Stock issuable
upon exercise of the Warrants for a period of ten months 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
Xxxxxx Xxxxxxx & Associates, Inc.
Page 2
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; 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 or Warrants 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 and/or Warrants 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 or
Warrants 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 or Warrants 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 or Warrants
subject to the Resale Restrictions to any shareholder of such corporation and
any shareholder who is an individual may transfer shares of Common Stock or
Warrants 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 and/or Warrants subject
to the provisions of this Agreement, and there shall be no further transfer
except in accordance with this Agreement.
Xxxxxx Xxxxxxx & Associates, Inc.
Page 3
This Agreement supersedes all prior agreements and understandings among
the undersigned, the Company and Xxxxxx Xxxxxxx & Associates, Inc., including
without limitation the Agreement Not to Sell executed in connection with the
undersigned's initial subscription for purchase of the Notes and the
Supplement to Confidential Private Placement Memorandum dated September 18,
1996.
Very truly yours,
By:
----------------------------------------
Shares of common stock Signature
(including shares which
may be acquired through ----------------------------------------
warrants) subject Spouse's signature if joint tenancy
to this Agreement
after consummation of ----------------------------------------
Public Offering Printed name of person or entity
Title if signing for an entity _________
Dated: January ___, 1997
