EXHIBIT E
REGISTRATION AGREEMENT
REGISTRATION AGREEMENT
THIS AGREEMENT is made as of 10 May 2002 between Chaparral
Resources, Inc., a Delaware corporation (the "Company"), and Central Asian
Industrial Holdings N.V., a company incorporated under the laws of The
Netherlands Antilles (the "Investor").
The Company and the Investor are parties to a master agreement
dated 9 May 2002 (the "Master Agreement"). In order to induce the Investor to
enter into the Master Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to Completion under the Master Agreement. Unless
otherwise provided in this Agreement, capitalized terms used herein shall have
the meanings set forth in Section 9 hereof.
The parties hereto agree as follows:
1. Demand Registrations.
(a) Requests for Registration. At any time beginning from 1
January 2003, the holders of a majority of the Registrable Securities may
request registration under the Securities Act of 1933, as amended (the
"Securities Act"), of all or any portion of their Registrable Securities on Form
S-1 or any similar long-form registration ("Long-Form Registrations"), or on
Form S-2 or S-3 or any similar short-form registration ("Short-Form
Registrations"), if available. All registrations requested pursuant to this
Section 1(a) are referred to herein as "Demand Registrations." Each request for
a Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered and the anticipated per share price range
for such offering. Within ten days after receipt of any such request, the
Company shall give written notice of such requested registration to all other
holders of Registrable Securities and shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the Company's
notice.
(b) Investor Long-Form Registrations. The holders of
Registrable Securities shall be entitled to request an unlimited number of
Long-Form Registrations in which the Company shall pay all Registration Expenses
(as defined in Section 5) ("Company-paid Long-Form Registrations") pursuant to
Section 5(a). All Long-Form Registrations shall be underwritten registrations.
(c) Investor Short-Form Registrations. In addition to the
Long-Form Registrations provided pursuant to Section 1(b), the holders of
Registrable Securities shall be entitled to request an unlimited number of
Short-Form Registrations in which the Company shall pay all Registration
Expenses pursuant to Section 5(a). Demand Registrations shall be Short-Form
Registrations whenever the Company is permitted to use any applicable short
form. The Company shall use its best efforts to make Short-Form Registrations on
Form S-3 available for the sale of Registrable Securities. If the Company,
pursuant to the request of the holder(s) of a majority of the Registrable
Securities, is qualified to and has filed with the Securities and Exchange
Commission a registration statement under the Securities Act on Form S-3
pursuant to Rule 415 under the Securities Act (the "Required Registration"), the
Company shall use its best efforts to cause the Required Registration to be
declared effective under the Securities Act as soon as practical after filing,
and once effective, the Company shall cause such Required Registration to
remain effective for a period ending on the earlier of (i) the date on which all
Registrable Securities have been sold pursuant to the Required Registration or
(ii) the date as of which the holder(s) of Registrable Securities (assuming such
holder(s) are affiliates of the Company) are able to sell all of the Registrable
Securities then held by them within a ninety-day period in compliance with Rule
144 under the Securities Act (the "Effective Period").
(d) Priority on Demand Registrations. The Company shall not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of a majority of the
Registrable Securities included in such registration. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing (with a copy to each party hereto requesting registration of Registrable
Securities) that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be sold in an orderly manner in such offering within a price range
acceptable to the holders of a majority of the Registrable Securities to be
included in such registration therein, the Company shall include in such
registration (i) first, prior to the inclusion of any securities which are not
Registrable Securities, the number of Registrable Securities requested to be
included which in the opinion of such underwriters can be sold in an orderly
manner within the price range of such offering, pro rata among the respective
holders thereof on the basis of the amount of Registrable Securities owned by
each such holder, and (ii) second, other securities requested to be included in
such registration. Any Persons other than holders of Registrable Securities who
participate in Demand Registrations which are not at the Company's expense, if
any, must pay their share of the Registration Expenses as provided in Section 5
hereof.
(e) Restrictions on Long-Form Registrations. The Company shall
not be obligated to effect any Long-Form Registration after the effective date
of a previous Long-Form Registration to the extent a Lock-Up Period (as defined
in Section 3 below) is in effect. The Company may postpone for up to 90 days the
filing or the effectiveness of a registration statement for a Demand
Registration if the Company and the holders of a majority of the Registrable
Securities agree that such Demand Registration would reasonably be expected to
have a material adverse effect on any proposal or plan by the Company or any of
its Subsidiaries to engage in any acquisition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer,
reorganization or similar transaction; provided however, that in such event, the
holders of Registrable Securities initially requesting such Demand Registration
shall be entitled to withdraw such request and the Company shall pay all
Registration Expenses in connection with such registration. The Company may
delay a Demand Registration hereunder only once in any twelve-month period.
(f) Selection of Underwriters. The holders of a majority of
the Registrable Securities included in any Demand Registration shall have the
right to select the investment banker(s) and manager(s) to administer the
offering.
(g) Other Registration Rights. Except as provided in this
Agreement, the Company shall not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the holders of a majority of the Registrable
Securities.
2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to
register any of its securities under the Securities Act (other than (i) pursuant
to a Demand Registration (which is covered in Section 1) or (ii) in connection
with registrations on form S-8 or any successor form) and the registration
form to be used may be used for the registration of Registrable Securities (a
"Piggyback Registration"), whether or not for sale for its own account, the
Company shall give prompt written notice to all holders of Registrable
Securities of its intention to effect such a registration and shall, subject to
the terms and conditions set forth herein, include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 25 days after the receipt of the Company's
notice.
(b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities shall be paid by the Company in all Piggyback
Registrations.
(c) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing (with a copy to each
party hereto requesting registration of Registrable Securities) that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company, the Company shall include in
such registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder, and (iii) third, other
securities requested to be included in such registration. Any Persons other than
holders of Registrable Securities who participate in Piggyback Registrations
which are not at the Company's expense, if any, must pay their share of the
Registration Expenses as provided in Section 5 hereof.
(d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities (other than holders of Registrable Securities; it being
understood that secondary registrations on behalf of holders of Registrable
Securities are addressed in Section 1 above rather than this Section 2(d)), and
the managing underwriters advise the Company in writing (with a copy to each
party hereto requesting registration of Registrable Securities) that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the holders of a majority of the Registrable
Securities to be included in such registration, the Company shall include in
such registration (i) first, except to the extent otherwise previously agreed to
by the holders of a majority of the Registrable Securities, the securities
requested to be included therein by the holders requesting such registration,
(ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder, and (iii) third, other
securities requested to be included in such registration.
(e) Selection of Underwriters. If any Piggyback Registration
is an underwritten offering, the Company will have the right to select the
investment banker(s) and manager(s) for the offering; provided that such
selections must be approved by the holders of a majority of the Registrable
Securities included in such Piggyback Registration. Such approval shall not be
unreasonably withheld.
3. Holdback Agreements.
(a) To the extent not inconsistent with applicable law,
notwithstanding anything contained herein to the contrary, each holder of
Registrable Securities shall not effect any public sale or distribution
(including sales pursuant to Rule 144) of equity securities of the Company, or
any securities, options or rights convertible into or exchangeable or
exercisable for such securities, during the period before, during and after the
effective date of any (x) underwritten Demand Registration (except as part of
such underwritten registration) or (y) any underwritten Piggyback Registration
in which Registrable Securities are included (except as part of such
underwritten registration or pursuant to registrations on Form S-4 or Form S-8
or any successor form) that is agreed to by the underwriter managing the
registered public offering and the holders of a majority of the Registrable
Securities included in such registration (a "Lock-Up Period").
(b) The Company (i) shall not effect any public sale or
distribution of its equity securities, or any securities, options or rights
convertible into or exchangeable or exercisable for such securities, during a
Lock-Up Period, and (ii) shall, to the extent not inconsistent with applicable
law, use reasonable best efforts to cause each holder of more than 5% of its
equity securities, or any securities, options or rights convertible into or
exchangeable or exercisable for more than 5% of its equity securities, purchased
from the Company at any time after the date of this Agreement (other than in a
registered public offering) to agree not to effect any public sale or
distribution (including sales pursuant to Rule 144) of any such securities
during such Lock-Up Period (except as part of such underwritten registration, if
otherwise permitted).
4. Registration Procedures. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement copies of all such documents proposed to be filed,
which documents shall be subject to the review and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of
the effectiveness of each registration statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of not less than 180 days and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company shall not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of process
in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of the holders of a majority of the
Registrable Securities covered by such registration statement, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the NASD automated quotation
system and, if listed on the NASD automated quotation system, use its best
efforts to secure designation of all such Registrable Securities covered by such
registration statement as a NASDAQ "national market system security" within the
meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing
that, to secure NASDAQ authorization for such Registrable Securities;
(g) provide a transfer agent, a registrar and a CUSIP number
for all such Registrable Securities not later than the effective date of such
registration statement;
(h) enter into such customary agreements (including
underwriting agreements in customary form) and use its best efforts to take all
such other actions as the holders of a majority of the Registrable Securities
being sold or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities (including, without
limitation, effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees, and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant, or agent in connection with such registration statement and assist
and, at the request of any participating underwriter, cause such officers or
directors to participate in presentations to prospective purchasers;
(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any equity securities included in such registration statement for sale in any
jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;
(l) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or
authorities as may be necessary to enable the sellers thereof to consummate the
disposition of such Registrable Securities;
(m) obtain one or more comfort letters from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by comfort letters as the holders of a majority of
the Registrable Securities being sold reasonably request (provided that such
Registrable Securities constitute at least 10% of the securities covered by such
registration statement);
(n) provide a legal opinion of the Company's outside counsel,
dated the effective date of such registration statement (or, if such
registration includes an underwritten public offering, dated the date of the
closing under the underwriting agreement), with respect to the registration
statement, each amendment and supplement thereto, the prospectus included
therein (including the preliminary prospectus) and such other documents relating
thereto in customary form and covering such matters of the type customarily
covered by legal opinions of such nature; and
(o) use best efforts to cause certificates for the Registrable
Securities covered by such registration statement to be delivered by the holders
thereof to the underwriters in such denominations and registered in such names
as the underwriters may request.
5. Registration Expenses.
(a) Subject to Section 5(b) below, all expenses incident to
the Company's performance of or compliance with this Agreement including,
without limitation, all registration and filing fees, expenses and fees of
compliance with securities or blue sky laws, printing expenses, travel expenses,
filing expenses, messenger and delivery expenses, fees and disbursements of
custodians, fees and disbursements of counsel for the Company, and fees and
disbursements of all independent certified public accountants, underwriters
including (if necessary) a "qualified independent underwriter" within the
meaning of the rules of the National Association of Securities Dealers, Inc.
(excluding discounts and commissions), and other Persons retained by the Company
or the holders of a majority of the Registrable Securities or their affiliates
(all such expenses being herein called "Registration Expenses"), in respect of
the first two Demand Registrations requested pursuant to Section 1(a), shall be
borne by the Company, except that the Company shall, in any event, pay its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit or quarterly review, the expense of any liability insurance,
and the expenses and fees for listing the securities to be registered on each
securities exchange on which similar securities issued by the Company are then
listed or on the NASD automated quotation system (or any successor or similar
system).
(b) In connection with each Demand Registration and each
Piggyback Registration, the Company shall reimburse the holders of Registrable
Securities included in such registration for the reasonable fees and
disbursements of one counsel (in addition to local counsel) chosen by the
holders of a majority of the Registrable Securities included in such
registration and for the reasonable fees and disbursements of each additional
counsel retained by any holder of Registrable Securities for the purpose of
rendering a legal opinion on behalf of such holder in connection with any
underwritten Demand Registration or Piggyback Registration.
(c) To the extent Registration Expenses are not required to be
paid by the Company, each holder of securities included in any registration
hereunder shall pay those Registration Expenses allocable to the registration of
such holder's securities so included, and any Registration Expenses not so
allocable shall be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless, to the
full extent permitted by law, each holder of Registrable Securities, such
holder's officers, directors, agents, and employees and each Person who controls
such holder (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses caused by or arising out of (i) any
untrue or alleged untrue statement of material fact contained in (A) any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or (B) in any application or other document or
communication (in this Section 6 collectively called an "application") executed
by or on behalf of the Company or based upon written information furnished by or
on behalf of the Company filed in any jurisdiction in order to qualify any
securities covered by such registration statement under the "blue sky" or
securities laws thereof, or (ii) any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.
(b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will furnish
to the Company in writing such information and affidavits as the Company
reasonably requests (and is customarily provided by selling stockholders) for
use in connection with any such registration statement or prospectus and, to the
full extent permitted by law, shall indemnify and hold harmless the other
holders of Registrable Securities and the Company, and their respective
directors, officers, agents and employees, and each other Person who controls
the Company and such other holders (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses caused by or
arising out of (i) any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any application or (ii) any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is made in any such registration
statement, any such prospectus or preliminary prospectus or any amendment or
supplement thereto, or any such application, in reliance upon and in conformity
with the information or affidavit so furnished in writing by such holder
expressly for use therein; provided, however, that the obligation to indemnify
will be individual, not joint and several, for each holder and such obligations,
together with any contribution required under Section 6(d), shall be limited to
the net amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party) and (ii) unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying
party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.
7. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.
8. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Securities and Exchange
Commission that may permit the sale of Registrable Securities to the public
without registration, the Company agrees to use its reasonable best efforts to:
(a) make and keep public information regarding the Company available as those
terms are understood and defined in Rule 144 under the Securities Act; (b) file
with the Securities and Exchange Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (c) so
long as a holder owns any Registrable Securities, furnish to the holder
forthwith upon written request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as a holder may
reasonably request in availing itself of any rule or regulation of the
Securities and Exchange Commission allowing a holder to sell any such securities
without registration.
9. Definitions.
"Registrable Securities" means any Common Stock issued
pursuant to or in connection with the Master Agreement including Common Stock
issued in connection with the Warrant and any securities issued with respect to
such Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when they have been distributed to the
public pursuant to a offering registered under the Securities Act or sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities Act (or any similar rule then in force) or repurchased by
the Company. For purposes of this Agreement, a Person shall be deemed to be a
holder of Registrable Securities, and the Registrable Securities shall be deemed
to be in existence, whenever such Person has the right to acquire directly or
indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Registrable Securities hereunder.
Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Purchase Agreement.
10. Miscellaneous.
(a) No Inconsistent Agreements. The Company shall not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
(b) Adjustments Affecting Registrable Securities. The Company
shall not take any action, or permit any change to occur, with respect to its
securities which would adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would adversely affect the
marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
(c) Remedies. Any Person having rights under any provision of
this Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(d) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and holders of at least a majority of the
Registrable Securities.
(e) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities. Notwithstanding
the foregoing, in order to obtain the benefit of this Agreement, any subsequent
holder of Registrable Securities must execute a counterpart to this Agreement,
thereby agreeing to be bound by the terms hereof.
(f) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(g) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement.
(h) Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
(i) Governing Law. The corporate law of the State of Delaware
shall govern all issues and questions concerning the relative rights of the
Company and its stockholders. All other issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of DELAWARE, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of DELAWARE or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of DELAWARE.
(j) Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications shall be sent to the Investor at the addresses
indicated in the Master Agreement and to the Company at the address of its
corporate headquarters or to such other address or to the attention of such
other person as the recipient party has specified by prior written notice to the
sending party.
(k) Rights Granted to the Investors. Any rights granted to the
Investor and its Affiliates hereunder may also be exercised (in whole or in
part) by their designees (which may be Affiliates). For the avoidance of doubt,
any Affiliate to whom the Investor transfers Registrable Securities shall be
deemed to be a holder of Registrable Securities hereunder.
* * * * *
IN WITNESS WHEREOF, the parties have executed this
Registration Agreement as of the date first written above.
CHAPARRAL RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Co-Chairman
CENTRAL ASIAN INDUSTRIAL
HOLDINGS N.V.
By: /s/ Askar Alshinbayev
----------------------
Name: Askar Alshinbayev
Title: Managing Director
