REGISTRATION RIGHTS AGREEMENT
FORTRESS
PAPER LTD.
iDCENTRIX
INC.
dated
January 31, 2008
Sangra
Moller LLP
THIS
REGISTRATION RIGHTS AGREEMENT (this
"Agreement")
is
dated January 31, 2008, among Sterling Gold Corp. (together with any successor
entity, herein referred to as the "Company"),
a
corporation organized pursuant to the laws of the State of Nevada, iDcentrix
Inc. ("iDcentrix"),
a
company organized pursuant to the laws of the State of Delaware and Fortress
Paper Ltd. ("Fortress"),
a
company organized pursuant to the laws of the Province of British
Columbia.
WHEREAS,
this Agreement is being entered into contemporaneously with the consummation
of
the transactions contemplated by (i) that certain Amended and Restated
Technology SubLicense Agreement, dated the date hereof, between Fortress and
iDcentrix (the "Restated
SubLicense"),
(ii)
that certain Technology SubLicense Agreement, dated the date hereof, between
Fortress and iDcentrix (the "SubLicense")
and
(iii) that certain Share Exchange Agreement, dated January 16, 2008, among
the
Company, iDcentrix, the shareholders of iDcentrix (including Fortress) and
the
Shareholders Representative (as defined therein) (the "Exchange
Agreement");
and
WHEREAS,
pursuant to the Restated SubLicense and the SubLicense, iDcentrix will have
issued to Fortress an aggregate of Ten Million (10,000,000) shares of the common
stock of iDcentrix; and
WHEREAS,
pursuant to the Exchange Agreement, Fortress will have exchanged the 10,000,000
shares of iDcentrix common stock issued to it pursuant to the Restated
SubLicense and the SubLicense for 10,000,000 shares of common stock of the
Company; and
WHEREAS,
the Company has agreed to provide the registration rights set forth in this
Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
| 1. |
Definitions.
As
used in this Agreement, the following capitalized terms shall have
the
following meanings:
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"Action" has
the
meaning set forth in Section 6(c) hereof.
"Affiliate" has
the
meaning set forth in Rule 405 under the Securities Act.
"Blue
Sky Application"
has the
meaning in Section 6(a) hereof.
"Broker-Dealer"
means
any broker or dealer registered under the Exchange Act.
"Business
Day"
means a
day other than a Saturday or Sunday or any federal holiday in the United States
or any holiday in the Province of British Columbia, Canada.
"Closing
Date" means
January 31, 2008.
2
"Commission"
means
the Securities and Exchange Commission of the United States.
"Common
Stock"
means
the shares of common stock of the Company.
"Company"
has the
meaning set forth in the recitals hereto.
"Effectiveness
Deadline"
has the
meaning in Section 2(b) hereof.
"Effectiveness
Period"
has the
meaning in Section 2(c) hereof.
"Exchange
Act"
means
the United States Securities
Exchange Act of 1934,
as
amended.
"Exchange
Agreement"
has the
meaning set forth in the recitals hereto.
"Filing
Deadline" has
the
meaning in Section 2(a) hereof.
"Holders"
means
Fortress or its Affiliates who own, beneficially or of record, Transfer
Restricted Securities .
"Indemnified Holder"
has the
meaning in Section 6(a) hereof.
"NASD"
means
National Association of Securities Dealers, Inc.
"Notice
and Questionnaire"
means
the Selling Securityholder Notice and Questionnaire in substantially the form
attached as Exhibit A hereto.
"Person"
means
an individual, partnership, limited liability company, corporation,
unincorporated organization, trust, joint venture or a government or agency
or
political subdivision thereof.
"Prime
Rate"
means
the prime rate of interest charged by Royal Bank of Canada to its most
creditworthy customers for U.S. dollar or commercial loans at its main branch
in
Vancouver, British Columbia, from time to time.
"Prospectus"
means
the prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement with respect to the terms of the offering of any
portion of the Transfer Restricted Securities covered by such Registration
Statement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such
Prospectus.
"Restated
SubLicense"
has the
meaning set forth in the recitals hereto.
"Rule
144" means
Rule 144 under the Securities Act (or any successor provision), as it may be
amended from time to time.
"Securities
Act" means
the
United States Securities
Act of 1933,
as
amended.
3
"Shelf
Registration Statement" has
the
meaning set forth in Section 2(a) hereof.
"Sub-Licence
Agreement" has
the
meaning set forth in the recitals hereto.
"Suspension
Period"
has the
meaning in Section 4(b) hereof.
"Transfer
Restricted Securities" means
each share of Common Stock originally issued to Fortress pursuant to the
Exchange Agreement until the earliest to occur of:
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(a)
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the
date on which such share of Common Stock has been effectively registered
for resale under the Securities Act and disposed of in accordance
with the
Shelf Registration Statement;
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(b)
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the
date on which such share of Common Stock (A) has been transferred in
compliance with Rule 144(k) or (B) may be sold or transferred
pursuant to Rule 144(k) were it not held by an Affiliate of the Company
(or any other similar provision then in force);
and
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(c)
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the
date on which such share of Common Stock ceases to be outstanding
(whether
as a result of redemption, repurchase and cancellation, conversion
or
otherwise).
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"Underwritten
Registration" or "Underwritten
Offering" means
a
registration in which securities of the Company are sold to an underwriter
for
reoffering to the public.
It
is
expressly understood by the parties hereto that in the event that the
Sub-Licence Agreement is terminated pursuant to its terms or the transactions
contemplated thereunder are not completed that this Agreement will be null
and
void and of no further force and effect.
| 2. |
Shelf
Registration.
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(a)
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The
Company shall use commercially reasonable efforts to prepare and,
as
promptly as practicable but in any event not later than 90 days
after:
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(i)
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the
Closing Date, file with the Commission a registration statement in
respect
of an aggregate of 2,500,000 of the Transfer Restricted
Securities;
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(ii)
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having
received a written request from the Holders, which request shall
not be
made prior to the first anniversary of the Closing Date, file with
the
Commission a further registration statement in respect of an additional
2,500,000 Transfer Restricted Securities over and above those referred
to
in (i) above;
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(iii)
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having
received a written request from the Holders, which request shall
not be
made prior to the second anniversary of the Closing Date, file with
the
Commission a further registration statement in respect of an additional
2,500,000 Transfer Restricted Securities over and above those referred
to
in (i) and (ii) above; and
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(iv)
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having
received a written request from the Holders, which request shall
not be
made prior to the third anniversary of the Closing Date, file with
the
Commission a further registration statement in respect of an additional
2,500,000 Transfer Restricted Securities over and above those referred
to
in (i), (ii) and (iii) above,
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(the
date
which is not later than 90 days after each of the events referred to in (i)
through (iv) above is referred to as a "Filing
Deadline")
for
an
offering to be made on a continuous basis pursuant to Rule 415 under the
Securities Act (the "Shelf
Registration Statements"),
covering the Transfer Restricted Securities issued to and held by the Holders
as
set out above. The Shelf Registration Statements shall be on Form S-3 under
the
Securities Act or, if Form S-3 is unavailable, on another appropriate form
permitting registration of such Transfer Restricted Securities for resale by
the
Holders in the manner or manners designated by them or permitted under
applicable law (including, without limitation, one or more underwritten
offerings).
The
Company shall use commercially reasonable efforts to cause the Shelf
Registration Statements to be declared effective by the Commission as soon
as
practicable after they are filed and, in any event, within 90 days after the
Filing Deadline for each such Shelf Registration Statement (the "Effectiveness
Deadline").
If
(i) (A) any of the Shelf Registration Statements required to be filed by the
Company pursuant to Section 2(a) hereof is not filed with the Commission prior
to the Filing Deadline or (B) any such Shelf Registration Statement covering
all
of the Transfer Restricted Securities is not declared effective by the
Commission on or before the Effectiveness Deadline due to the failure of the
Company to use commercially reasonable efforts to cause the Shelf Registration
Statement to be declared effective by the Commission, or (ii) if, after any
such
Shelf Registration Statement has been declared effective by the Commission,
sales of any of the Transfer Restricted Securities required to be covered by
such Shelf Registration Statement cannot be made pursuant to such Shelf
Registration Statement (by reason of a stop order or
the
Company's failure to update the Shelf Registration Statement or after the
30th
consecutive day in any 45-day period or the 45th
day in
any 365-day period, as the case may be, of any Suspension Period described
in
Section 4(b) hereof, or any other reason outside the control of the Holders)
and
the Company does not cause the Shelf Registration Statement to become effective
by a post-effective amendment or report filed with the Commission pursuant
to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act within five (5) Business
Days of the commencement of such suspension, or (iii) the Common Stock are
not
included for quotation on the Nasdaq Over- the -Counter Bulletin Board (the
"OTCBB")
at any
time after the Effectiveness Deadline hereunder (each of the items (i) and
(ii)
of this Section 2(a) is herein called a "Registration
Default"),
then
the Company will make payments to the Holders in such amounts and at such times
as shall be determined pursuant to this Section 2(a) as relief for the
damages to the Holders by reason of any such delay in or reduction of their
ability to sell the Transfer Restricted Securities as liquidated damages
("Default
Damages").
The
Company shall pay to each Holder as Default Damages an amount equal to the
number of Transfer Restricted Securities held by such Holder, multiplied by
a
deemed price of US$0.75 per Transfer Restricted Security, multiplied by a rate
equal to the Prime Rate plus 5% per annum, for each thirty (30) day period
(or
portion thereof) of a Registration Default. Default Damages shall accrue to
each
Holder on the Transfer Restricted Securities from and including the date on
which the Registration Default occurs up to but excluding the date on which
the
Registration Default has been cured provided however, Default Damages on
Transfer Restricted Securities shall not accrue under any more than one of
the
foregoing clauses (i) or (ii) above at any one time; provided further however
that (x) on the filing of the Shelf Registration Statement as required (in
case
of clause (i)(A) of this Section 2(a)), (ii) on the effectiveness of the Shelf
Registration Statement as required hereunder (in the case of clause (i)(B)
of
this Section 2(a)) or the quotation of the Common Stock on the OTCBB, Default
Damages on the Transfer Restricted Securities as a result of such clause (or
the
relevant subclause) as the case may be, shall cease to accrue. It is understood
and agreed that notwithstanding any provisions to the contrary Default Damages
shall cease to accrue on any Transfer Restricted Securities at the time that
such securities cease to be a Transfer Restricted Securities.
5
Notwithstanding
anything to the contrary, a Holder shall not be entitled to Default Damages
under this Section 2(a) if such Registration Default is attributable to changes
(other than corrections of the Company's mistakes respecting information
previously provided by the Holders) required to be provided by the Holders
in
the Shelf Registration Statement with respect to information relating to the
Holders, including, without limitation to the plan of distribution or if such
Holders have not provided all registration information to us as required in
Section 2(d) at least five (5) Business Days prior to the effective date of
Shelf Registration Statements or any subsequent amendment thereto (with respect
to any period subsequent to such amendment and prior to the next amendment
in
respect of which such information is provided to us). No Default Damages will
be
payable to Holders of securities purchased in transactions covered by the Shelf
Registration Statement or previously sold in transactions exempt from the
registration requirements of the Securities Act in accordance with Rule 144
(unless such Holders were assigned rights hereunder pursuant to Section 10(f)
hereof).
The
calculation of Default Damages hereunder will be determined on the basis of
a
360 day year comprised of twelve-30 months days and the actual number of days
on
which Default Damages accrued during such period.
The
Default Damages set forth above shall be the exclusive monetary remedy available
to the Holders of Transfer Restricted Securities for Registration Defaults.
In
addition to the foregoing, the Company shall not, without the Holders' prior
written consent (such consent to be given in the sole discretion of the
Holders), for the entire period that there is an uncured Registration Default,
file, or cause to be filed, any registration statement for its securities for
sale either for its own account or for the account of a third
party.
6
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(b)
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The
Company shall use its commercially reasonable efforts to keep the
Shelf
Registration Statements continuously effective in order to permit
the
Prospectus included therein to be lawfully delivered by the Holders
for a
period (the "Effectiveness
Period")
of two years from the Filing
Deadlines set out in Section 2(a) hereof or
such shorter period that will terminate when (i) all the Transfer
Restricted Securities have been sold pursuant to the Shelf Registration
Statements or (ii) none of the shares of Common Stock issued to the
Holders pursuant to the Exchange Agreement are Transfer Restricted
Securities. The Company shall be deemed not to have used its commercially
reasonable efforts to keep the Shelf Registration Statements effective
during the requisite periods if it voluntarily takes any action that
would
result in the Holders not being able to offer and sell such Transfer
Restricted Securities during the Effectiveness Period, unless such
action
is (i) required by applicable law or (ii) taken by the Company
in good faith and contemplated by Section 4(b) below, and the Company
thereafter complies with the requirements of Section
4(b).
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Notwithstanding
the foregoing, the Company shall not be obligated to file a Prospectus with
the
securities commission or similar regulatory authority in any of the provinces
or
territories of Canada.
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(c)
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The
Company shall, at least 15 Business Days prior to the date on which
a
Shelf Registration Statement is filed, provide written notice to
each
Holder (which notice shall be accompanied by a copy of a Notice and
Questionnaire to be completed by such Holder) that the Company intends
to
file a Shelf Registration Statement pursuant to this Agreement and
that
the Holder must complete and return the enclosed Notice and Questionnaire
in accordance with this Section 2(c) in order to be named as a selling
securityholder in the Shelf Registration Statement and Prospectus.
The
Company shall include in a Shelf Registration Statement at the time
it is
first declared effective, the name of each Holder that provided a
Notice
and Questionnaire to the Company in accordance with this Section
2(c). If
the Company files a post-effective amendment to the Shelf Registration
Statement, the Company shall use commercially reasonable efforts
to cause
such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable.
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(d)
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If
the Company’s Board of Directors, in its good faith judgment, determines
that any Shelf Registration should not be made or continued because
(i) it
would interfere with any material financing, acquisition, corporate
reorganization or merger, or other material transaction involving
the
Company or (ii) it would result in premature disclosure of a matter
the
Company’s Board of Directors has determined would not be in the best
interest of the Company to be disclosed at such time, the Company
may
postpone the filing of a registration statement or, in case a registration
statement has been filed, may cause such registration statement to
be
withdrawn, for up to 45 days; provided, however, that in no event
shall
the Company withdraw a Shelf Registration Statement after it has
been
declared effective. Notwithstanding the foregoing, for the duration
of any
such withdrawal or postponement period, the Company shall continue
to use
commercially reasonable efforts to prepare such Shelf Registration
Statement and any related materials so that the Company will be in
a
position to file such Shelf Registration Statement when the withdrawal
or
postponement shall have expired. The Company may defer the filing
of a
Shelf Registration Statement pursuant to this Section 2(d) hereof
only
once in any twelve month period.
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(e)
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The
Company will not grant to any Person the right, other than as set
forth
herein and except to directors or employees of the Company with respect
to
registrations on Form S-8 (or any successor forms thereto), to request
the
Company to register any securities of the Company except such rights
as
are not more favorable than or inconsistent with the rights granted
to the
Holders herein. In the event the Company grants rights which are
more
favorable, the Company will make such provisions available to the
Holders
and will enter into any amendments necessary to confer such rights
on the
Holders. No Person shall be permitted to exercise piggyback or similar
registration rights in any Shelf Registration Statement unless all
of the
shares of Transfer Restricted Securities permitted to be registered
therein by the Holders are included in such Shelf Registration
Statement.
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3.
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iDcentrix
Obligations
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For
so
long as the Holders hold any Transfer Restricted Securities, iDcentrix
unconditionally guarantees the performance of the Company's obligations pursuant
to this Agreement and shall be liable to the Holders, jointly and severally
with
the Company, for any loss or damage arising from any breach or non-performance
of this Agreement by the Company, including without limitation, the Default
Damages.
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4.
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Registration
Procedures.
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In
connection with any Shelf Registration Statement contemplated by Section 2
hereof, the Company shall:
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(a)
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use
commercially reasonable efforts to effect such registration to permit
the
sale of the Transfer Restricted Securities being sold in accordance
with
the intended method or methods of distribution thereof, and pursuant
thereto and in accordance with Section 2(a) hereof, shall prepare
and file
with the Commission a Shelf Registration Statement relating to the
registration on Form S-3, or if the Company is not then eligible
to use
Form S-3, on any appropriate form under the Securities
Act;
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(b)
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upon
the occurrence of any event or discovery of any facts of the kind
described in clauses (ii) through (iv) of Section 4(d) during the
Effectiveness Period, as promptly as practicable after the occurrence
of
such an event, use commercially reasonable efforts to ensure that
the use
of the Prospectus may be resumed, including, without limitation,
preparing
and filing a post-effective amendment to the Shelf Registration Statement
or an amendment or supplement to the Prospectus or any document
incorporated therein by reference and any other required document
so that,
as thereafter delivered to the Holders or purchasers of the shares
of
Common Stock covered thereby, neither the Shelf Registration Statement
nor
the Prospectus will contain an untrue statement of a material fact
or omit
to state any material fact required to be stated therein or necessary
to
make the statements therein (in the case of the Prospectus, in light
of
the circumstances under which they were made) not misleading.
Notwithstanding the foregoing, the Company may suspend the availability
of
the Shelf Registration Statement upon written notice to the Holders
(which
notice shall be accompanied by an instruction to suspend the use
of the
Prospectus), for one or more periods not to exceed 45 consecutive
days in any 90-day period, and not to exceed, in the aggregate,
90 days in any 365-day period (each such period, a "Suspension
Period")
if:
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(i)
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an
event occurs and is continuing that, in the Company's good faith
judgment,
would require the Company to make changes in the Shelf Registration
Statement or the Prospectus in order that the Shelf Registration
Statement
or the Prospectus does not contain an untrue statement of a material
fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus,
in light of the circumstances under which they were made) not misleading;
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(ii)
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the
Company reasonably determines that the disclosure of such event at
such
time would have a material adverse effect on the business of the
Company
(and its subsidiaries, if any, taken as a whole);
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(iii)
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the
Company's directors and executive officers are also prohibited from
trading in the Company's securities during such Suspension Period;
and
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(iv)
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the
Company has suspended the availability of any other shelf registration
statement covering resales by third
parties.
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(c)
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prepare
and file with the Commission such amendments and post-effective amendments
to the Shelf Registration Statement as may be necessary to keep the
Shelf
Registration Statement effective during the Effectiveness Period
(which
may, to the extent applicable in compliance with the Securities Act,
be
effected by filings under the Exchange Act as contemplated by Item
12(b)
of Form S-3 under the Securities Act); cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to
comply
with the applicable provisions of Rules 424 and 430A under the Securities
Act in a timely manner; and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by
the Shelf
Registration Statement during the applicable period in accordance
with the
intended method or methods of distribution by the Holders set forth
in the
Shelf Registration Statement or supplement to the
Prospectus;
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(d)
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notify
the Holders and the underwriter(s), if any, promptly (but in any
event
within five Business Days) and, if requested by such Persons, confirm
such
advice in writing:
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(i)
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when
the Shelf Registration Statement, the Prospectus or any amendment,
supplement or post-effective amendment thereto has been filed, and,
with
respect to the Shelf Registration Statement or any post-effective
amendment thereto, when the same has become
effective;
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(ii)
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of
any written request by the Commission for post-effective amendments
or
supplements to the Shelf Registration Statement or Prospectus or
for
additional information relating thereto after a Registration Statement
has
become effective;
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(iii)
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of
the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement under the Securities
Act
or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering
or sale
in any jurisdiction, or the initiation of any proceeding for any
of the
preceding purposes; or
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(iv)
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of
the existence of any fact or the happening of any event, during the
Effectiveness Period, that makes any statement of a material fact
made in
the Shelf Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes
in the
Shelf Registration Statement or the Prospectus in order to make the
statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not
misleading;
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(e)
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if
at any time the Commission shall issue any stop order suspending
the
effectiveness of the Shelf Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending
the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, use
commercially reasonable efforts to obtain the withdrawal or lifting
of
such order at the earliest possible
time;
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(f)
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furnish
to the Holders and their respective counsel prior to the filing with
the
Commission, a copy of the Shelf Registration Statement, copies of
any
Prospectus included therein and copies of any amendments to the Shelf
Registration Statement or supplements to the Prospectus and each
Holder
shall have the opportunity to correct any information pertaining
to the
Holder that is contained therein and the Company will make the corrections
reasonably requested by such Holder with respect to such information
prior
to filing any such Shelf Registration Statement or amendment or supplement
thereto;
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(g)
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make
available at reasonable times for inspection by one or more
representatives of the Holders, any underwriter participating in
any
distribution pursuant to the Shelf Registration Statement, and any
attorney or accountant retained by the underwriter(s) and the respective
counsel of the Holders all financial and other records, pertinent
corporate documents and properties of the Company as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the Company's officers, directors, managers
and employees to supply all information reasonably requested by any
such
representative or representatives of the Holders, underwriter, attorney
or
accountant in connection with the Shelf Registration Statement after
the
filing thereof and before its effectiveness; provided, however, that
(i)
each such representative of the selling Holders (on its behalf and
on
behalf of its underwriter(s), attorneys and accountants) will be
required
to agree in writing to hold in confidence and not to use for any
purpose
other than to satisfy applicable due diligence responsibilities all
nonpublic information obtained by it as a result of such inspections
until
such is made generally available to the public through no fault of
such
representative of the Holders or their underwriter(s), attorneys
or
accountants of a selling Holder, and (ii) each selling Holder will be
required further to agree in writing that it will, upon learning
that the
disclosure of such records or information is sought in a court of
competent jurisdiction, or in connection with any action, suit or
proceeding, give notice to the Company and allow the Company at its
expense to undertake appropriate action to prevent disclosure of
the
records and information deemed
confidential;
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(h)
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if
reasonably requested by Holders or the underwriter(s), if any, promptly
incorporate in the Shelf Registration Statement or Prospectus, pursuant
to
a supplement or post-effective amendment if necessary, such information
as
such selling Holders and underwriter(s), if any, may request to have
included therein, including, without limitation: (i) information
relating
to the "Plan of Distribution" of the Transfer Restricted Securities;
(ii)
information with respect to the number of Common Stock being sold
to such
underwriter(s); (iii) the purchase price being paid therefor; and
(iv) any
other terms of the offering of the Transfer Restricted Securities
to be
sold in such offering; provided, however, that with respect to any
information requested for inclusion by the Holder, this clause (h)
shall
apply only to such information that relates to the Transfer Restricted
Securities to be sold by such Holder; and make all required filings
of
such Prospectus supplement or post-effective amendment as soon as
reasonably practicable after the Company is notified of the matters
to be
incorporated in such Prospectus supplement or post-effective
amendment;
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(i)
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furnish
to each Holder and each of the underwriter(s), if any, upon request,
without charge, at least one conformed copy of the Shelf Registration
Statement, as first filed with the Commission, and of each amendment
thereto (without any documents incorporated by reference therein
or
exhibits thereto (or exhibits incorporated in such exhibits by reference)
unless requested);
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(j)
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deliver
to each Holder and each of the underwriter(s), if any, without charge,
as
many copies of the Prospectus (including each preliminary prospectus)
and
any amendment or supplement thereto as such Persons may reasonably
request; subject to any notice by the Company in accordance with
this
Section of the existence of any fact or event of the kind described
in
clauses (ii) through (iv) of Section 4(d), the Company hereby consents
to
the use of the Prospectus and any amendment or supplement thereto
by each
of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement
thereto;
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(k)
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in
the case of an Underwritten Registration, enter into such customary
agreements (including underwriting agreements in customary form)
and take
all such other actions as are prudent and reasonable in order to
expedite
or facilitate the disposition of the Transfer Restricted Securities
and
cause to be delivered to the underwriters opinions of counsel to
the
Company in customary form, covering such matters as are customarily
covered by opinions for an underwritten public offering as the
underwriters may request, addressed to the underwriters and, if requested,
letters from the Company’s independent certified public accountants
addressed to the underwriter in customary form and covering such
financial
and accounting matters as are customarily covered by letters of
independent certified public accountants delivered in connection
with
primary or secondary underwritten public offerings as the case may
be;
|
|
(l)
|
prior
to any public offering of Transfer Restricted Securities, use commercially
reasonable efforts to cooperate with the Holders, the underwriter(s),
if
any, and their respective counsel in connection with the registration
or
qualification of the Transfer Restricted Securities under the securities
or Blue Sky laws of such jurisdiction in the United States as the
Holders
or underwriter(s), if any, may reasonably request and do any and
all other
acts or things necessary or customary to enable the disposition in
such
jurisdictions of the Transfer Restricted Securities covered by the
Shelf
Registration Statement; provided, however, that the Company shall
not be
required (i) to register or qualify as a foreign corporation or a
dealer
of securities where it is not now so qualified or to take any action
that
would subject it to the service of process in any jurisdiction where
it is
not now so subject or (ii) to subject themselves to taxation in any
such
jurisdiction if they are not now so
subject;
|
|
(m)
|
use
commercially reasonable efforts to cooperate with the selling Holders
and
the underwriter(s), if any, to facilitate the timely preparation
and
delivery of certificates representing Transfer Restricted Securities
to be
sold and not bearing any restrictive legends (unless required by
applicable securities laws) and enable such Transfer Restricted Securities
to be in such denominations and registered in such names as the Holders
or
the underwriter(s), if any, may request at least two Business Days
before
any sale of Transfer Restricted Securities made by such Holders or
underwriter(s);
|
12
|
(n)
|
at
all times after the Company has filed a registration statement with
the
Commission pursuant to the requirements of either the Securities
Act or
the Exchange Act, the Company shall file all reports required by
it to be
filed under the Securities Act and the Exchange Act and the rules
and
regulations adopted by the Commission thereunder, and take such further
action as the Holders may reasonably request, all to the extent required
to enable the Holders to be eligible to sell Transfer Restricted
Securities pursuant to Rule 144;
and
|
|
(o)
|
use
commercially reasonable efforts to cause all Transfer Restricted
Securities covered by the Shelf Registration Statement to be listed
or
quoted, as the case may be, on each securities exchange or automated
quotation system on which securities of the same class issued by
the
Company are then listed or, if no such similar securities are then
listed,
on the OTC Bulletin Board or on NASDAQ or such other national securities
exchange as may be selected by the
Company.
|
Each
Holder agrees by acquisition of the Transfer Restricted Securities that, upon
receipt of any notice from the Company of the existence of any fact of the
kind
described in clauses (ii) through (iv) of Section 4(d) hereof and during any
Suspension Period, such Holder will, and will use commercially reasonable
efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement until:
|
(a)
|
such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 4(b) hereof;
or
|
|
(b)
|
such
Holder is advised in writing by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the
Prospectus.
|
If
so
directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.
The Company may require each Holder to furnish and such Holder shall furnish
to
the Company any other information regarding the Holder and the distribution
of
the Transfer Restricted Securities as the Company may from time to time
reasonably require in writing.
13
| 5. |
Registration
Expenses.
|
All
expenses incidental to the Company's performance of and compliance with this
Agreement shall be borne by the Company regardless of whether a Registration
Statement becomes effective, including, without limitation:
|
(a)
|
all
registration and filing fees and expenses including but not limited
to the
preparation of all registration statements and all amendments or
supplements thereto;
|
|
(b)
|
all
fees and expenses of compliance with U.S. securities and Blue Sky
laws;
|
|
(c)
|
all
expenses of printing (including printing of Prospectuses and certificates
for the shares of Common Stock, messenger and delivery services and
telephone);
|
|
(d)
|
all
fees and disbursements of counsel to the
Company;
|
|
(e)
|
all
application and filing fees in connection with listing (or authorizing
for
quotation) the shares of Common Stock on any securities exchange
or
automated quotation system pursuant to the requirements
hereof;and
|
|
(f)
|
all
fees and disbursements of independent certified public accountants
of the
Company (including the expenses of any special audit and comfort
letters
required by or incident to such
performance).
|
The
Company shall bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal, accounting
or other duties), the expenses of any annual audit and the fees and expenses
of
any Person, including special experts, retained by the Company.
|
6.
|
Indemnification
and Contribution.
|
|
(a)
|
The
Company shall indemnify and hold harmless each Holder, such Holder's
officers, directors and employees and each person, if any, who controls
or
is controlled by such Holder within the meaning of Section 15 of
the
Securities Act (each Holder and each of its respective officers,
employees
and any such control person being an "Indemnified
Holder"),
from and against any loss, claim, damage or liability, joint or several,
or any action in respect thereof (including, but not limited to,
any loss,
claim, damage, liability or action relating to resales of the Transfer
Restricted Securities), to which such Indemnified Holder may become
subject, insofar as any such loss, claim, damage, liability or action
arises out of, or is based upon:
|
|
(i)
|
any
untrue statement or alleged untrue statement of a material fact contained
in (A) any Shelf Registration Statement or Prospectus or any amendment
thereof or supplement thereto (including in any periodic or current
report
filed by the Company pursuant to the Securities Exchange Act of 1934
which
is incorporated by reference therein) or (B) any blue sky application
or
other document or any amendment or supplement thereto prepared or
executed
by the Company (or based upon written information furnished by or
on
behalf of the Company expressly for use in such blue sky application
or
other document or amendment on supplement) filed in any jurisdiction
specifically for the purpose of qualifying any or all of the Transfer
Restricted Securities under the securities law of any state or other
jurisdiction (such application or document being hereinafter called
a
"Blue
Sky Application");
or
|
14
|
(ii)
|
the
omission or alleged omission to state therein any material fact required
to be stated therein or necessary to make the statements therein
(in the
case of the Prospectus, in the light of the circumstances under which
they
were made) not misleading,
|
and
shall
reimburse each Indemnified Holder promptly upon demand for any legal or other
expenses reasonably incurred by such Indemnified Holder in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement or omission or alleged omission
made in any Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any Holder
(or its related Indemnified Holder) specifically for use therein or out of
the
failure by the Indemnified Holder to furnish to any purchaser of its Restricted
Transfer Securities, a copy of the Shelf Registration Statement, the Prospectus
or any supplement or amendment thereto in the form provided to such Indemnified
Holder by the Company. The foregoing indemnity agreement is in addition to
any
liability that the Company may otherwise have to any Indemnified
Holder.
|
(b)
|
Each
Holder, severally and not jointly, shall indemnify and hold harmless
the
Company, its officers, directors and employees and each person, if
any,
who controls the Company within the meaning of Section 15 of the
Securities Act, from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof arising out of,
or
based upon:
|
|
(i)
|
any
untrue statement or alleged untrue statement of any material fact
contained in the Shelf Registration Statement or Prospectus or any
amendment or supplement thereto or any Blue Sky Application;
or
|
|
(ii)
|
the
omission or the alleged omission to state therein any material fact
required to be stated therein or necessary to make the statements
therein
(in the case of the prospectus, in light of the circumstances under
which
they were made), not misleading,
|
15
but
in
each case (i) only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of
such Holder (or its related Indemnified Holder) specifically for use therein
or
caused by such Holder’s failure to deliver to such Holder’s immediate purchaser
a copy of the Shelf Registration Statement or Prospectus or any amendments
thereof or supplements thereto (if the same was required by applicable law
to be
so delivered) and (ii) such Holder shall be liable under this Agreement for
only
that amount as does not exceed the proceeds actually received by such Holder
as
a result of the sale of Transfer Restricted Securities pursuant to such Shelf
Registration Statement, and shall reimburse the Company, and any such director,
officer, employee or controlling person promptly upon demand for any legal
or
other expenses reasonably incurred by the Company, or any such director,
officer, employee or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement
is in
addition to any liability that any Holder may otherwise have to the Company,
or
any of their respective directors, officers, employees or controlling persons
and any such director, officer, employee or controlling person.
|
(c)
|
Promptly
after receipt by an indemnified party under subsection (a) or
(b) above of notice of any claims or the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to
be made
against the indemnifying party under such subsection, notify each
party
against whom indemnification is to be sought in writing of the claim
or
the commencement thereof (but the failure to notify an indemnifying
party
shall not relieve it from any liability which it may have under this
Section 6). In case any such claim or action is brought against any
indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof
with
counsel reasonably satisfactory to such indemnified party. Notwithstanding
the foregoing, the indemnified party or parties shall have the right
to
employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such indemnified
party
or parties, other than reasonable costs of investigation, unless:
(i) the employment of such counsel shall have been authorized in
writing by one of the indemnifying parties in connection with the
defense
of such action; (ii) the indemnifying parties shall not have employed
counsel to have charge of the defense of such action within a reasonable
time after notice of commencement of the action; or (iii) the named
parties to any such action include both the indemnifying party and
the
indemnified party and such parties have been advised by counsel to
the
indemnifying party that either (x) representation of such indemnified
party and the indemnifying party by the same counsel would be
inappropriate under applicable standards of professional conduct
or (y)
there may be one or more legal equitable defenses available to the
indemnified party which are different from, in conflict with, or
additional to, those available to the indemnifying party (in which
case
the indemnifying parties shall not have the right to direct the defense
of
such action on behalf of the indemnified party or parties), in any
of
which events the fees and expenses of one counsel selected by all
the
indemnified parties to represent them all shall be borne by the
indemnifying parties. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to,
any
pending or threatened action in respect of which the indemnified
party is
or reasonably could have been a party and indemnity or contribution
may be
or could have been sought hereunder by the indemnified party (an
"Action"),
unless such settlement, compromise or judgment (x) includes an
unconditional release of the indemnified party from all liability
on
claims that are the subject matter of such action and (y) does not
include a statement as to or an admission of fault, culpability or
a
failure to act, by or on behalf of the indemnified party. No indemnified
party shall, without the prior written consent of the indemnifying
party,
effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any Action, unless such settlement, compromise
or consent includes an unconditional release of such indemnified
party
from all liability on claims that are the subject matter of such
Action.
|
16
|
(d)
|
If
the indemnification provided for in this Section 6 is held by a court
of competent jurisdiction to be unavailable to an indemnified party
with
respect to any loss, liability, claim, damage or expense referred
to
herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid
or
payable by such indemnified party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to
reflect
the relative fault of the indemnifying party on the one hand and
of the
indemnified party on the other in connection with the statements
or
omissions that resulted in such loss, liability, claim, damage or
expense,
as well as any other relevant equitable considerations; provided,
however,
that a Holder will not be obligated to contribute more than the net
proceeds received by such Holder from such offering. The relative
fault of
the indemnifying party and of the indemnified party shall be determined
by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material
fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access
to
information, and opportunity to correct or prevent such statement
or
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. The Holders' obligations to contribute as provided
in
this Section 6(d) are several and not
joint.
|
17
| 7. |
Rule
144
|
The
Company shall use commercially reasonable efforts to file the reports required
to be filed by it under the Securities Act and the Exchange Act in a timely
manner and, if at any time the Company is not required to file such reports,
it
will, upon the request of any Holder, make publicly available other information
so long as necessary to permit sales of their securities pursuant to
Rule 144. The Company covenants that it will take such further action as
any Holder may reasonably request, all to the extent required from time to
time
to enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144. Upon the written request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.
|
8.
|
Participation
in Underwritten Registrations.
|
The
Holders may not participate in any Underwritten Registration hereunder unless
such Holder:
|
(a)
|
agrees
to sell such Holder's Transfer Restricted Securities on the basis
provided
in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements;
and
|
|
(b)
|
completes
and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting
arrangements.
|
|
9.
|
Selection
of Underwriters.
|
The
Holders may sell such Transfer Restricted Securities covered by the Shelf
Registration Statements in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by Holders holding a majority
of the Transfer Restricted Securities whose Transfer Restricted Securities
are
included in such offering; provided, however, that such investment bankers
and
managers must be reasonably satisfactory to the Company.
|
10.
|
Miscellaneous.
|
|
(a)
|
Remedies.
The Company acknowledges and agrees that any failure by the Company
to
comply with its obligations under Section 2 hereof may result in
material
irreparable injury to the Holders for which there is no adequate
remedy at
law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Holder
may
obtain such relief as may be required to specifically enforce the
Company's obligations under Section 2 hereof, in addition to the
Default
Damages provided for in Section 2(a) hereof. The Company further
agrees to waive the defense in any action for specific performance
that a
remedy at law would be adequate.
|
18
|
(b)
|
No
Inconsistent Agreements.
The Company shall not, on or after the date of this Agreement, enter
into
any agreement with respect to its securities that interferes with
the
rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof.
|
|
(c)
|
Amendments
and Waivers.
This Agreement may not be amended, modified or supplemented except
by an
instrument in writing signed by the Company and the Holder, and waivers
or
consents to or departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of the Holders
holding
a majority of the Transfer Restricted
Securities.
|
|
(d)
|
Notices.
All notices and other communications provided for or permitted hereunder
shall be made in writing (except if the context expressly permits
otherwise) by hand-delivery, first-class mail (registered or certified,
return receipt requested), telecopier, or air courier guaranteeing
overnight delivery:
|
|
(i)
|
if
to a Holder, at the address set forth on the records of the transfer
agent
of shares of Common Stock, as the case may
be
|
with
a
copy to:
Fortress
Paper Ltd.
000
Xxxxxxxx Xxxxx
Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X
0X0
Xxxxxx
Attention:
Tel:
(000)
000-0000
Fax:
(000)-000-0000
Attention:
Xxxxxxxx
Xxxxxxxxxxx
With
a
copy to:
Sangra
Moller LLP
Barristers
& Solicitors
0000
Xxxxxxxxx Xxxxx
000
Xxxx
Xxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
Attention:
Xxxxxxx Xxx
Telephone:
(000)-000-0000
Facsimile:
(000)-000-0000
and
|
(ii)
|
if
to the Company:
|
19
c/o
iDcentrix, Inc.
0000
Xxxxxxxxx Xxx.
Xxxxx
0000
Xx
Xxxxxxx, XX 00000
Attention:
Chief Executive Officer
Telephone:
(000)-000-0000
Facsimile:
(000)-000-0000
With
a
copy to:
Xxxxxx
Xxxx & Xxxxxx LLP
000
Xxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Attention:
Xx. Xxxxxxx Xxxxxx
Telephone:
(000)-000-0000
Facsimile:
(000)-000-0000
and
|
(ii)
|
if
to iDcentrix:
|
iDcentrix
Inc.
0000
Xxxxxxxxx Xxx,
Xxxxx
0000
Xx
Xxxxxxx XX 00000
Attention:
Chief Executive Officer
Telephone:
(000)-000-0000
Facsimile:
(000)-000-0000
With
a
copy to:
Xxxxxx
Xxxx & Xxxxxx LLP
000
Xxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Attention:
Xx. Xxxxxxx Xxxxxx
Telephone:
(000)-000-0000
Facsimile:
(000)-000-0000
All
such
notices and communications shall be deemed to have been duly given at: the
time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
if
telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.
20
|
(e)
|
Successors
and Assigns.
This Agreement shall not be assigned without the prior written consent
of
the Company in its sole discretion such consent not to be unreasonably
withheld; provided, however, that (i) this Agreement shall not inure
to
the benefit of or be binding upon a permitted successor or assign
of a
Holder as provided herein unless and to the extent such successor
or
assign acquired Transfer Restricted Securities from such Holder;
and (ii)
upon the occurrence of a Registration Default that continues for
30 days
or more or Registration Defaults that continue for more than 45 days
in
any 365-day period, the Agreement may be assigned by the Holder with
the
written consent of the Company not to be unreasonably
withheld.
|
|
(f)
|
Counterparts.
This Agreement may be executed in any number of counterparts, each
of
which when so executed shall be deemed to be an original and all
of which
taken together shall constitute one and the same
agreement.
|
|
(g)
|
Securities
Held by the Company or its Affiliates.
Whenever the consent or approval of Holders of a specified percentage
of
Transfer Restricted Securities is required hereunder, Transfer Restricted
Securities held by the Company or its Affiliates shall not be counted
in
determining whether such consent or approval was given by the Holders
of
such required percentage.
|
|
(h)
|
Headings.
The headings in this Agreement are for convenience of reference only
and
are not to be considered a part of this Agreement and shall in no
way
modify or restrict any of the terms or provisions
hereof.
|
|
(i)
|
Governing
Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE
LAW OF THE STATE OF NEVADA, BUT WITHOUT REGARD TO ANY APPLICABILITY
PRINCIPLES OF CONFLICTS OF LAW.
|
|
(j)
|
Severability.
If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in
every
other respect and of the remaining provisions contained herein shall
not
be affected or impaired thereby.
|
|
(k)
|
Entire
Agreement.
This Agreement is intended by the parties as a final expression of
their
agreement and intended to be a complete and exclusive statement of
the
agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred
to
herein with respect to the registration rights granted by the Company
with
respect to the Transfer Restricted Securities. This Agreement supersedes
all prior agreements and understandings between the parties with
respect
to such subject matter.
|
21
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first written
above.
|
IDCENTRIX
INC.
|
||||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title
|
Title
|
|||
|
FORTRESS
PAPER LTD.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
22
Exhibit
A
FORM
OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The
undersigned beneficial holder of common shares (the "Registrable Securities")
of
Sterling Gold Corp. (the "Company") understands that the Company has filed
or
intends to file with the Securities and Exchange Commission (the "SEC") a
registration statement (the "Shelf Registration Statement") for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the Registrable Securities in accordance with the terms
of
the Registration Rights Agreement (the "Registration Rights Agreement") dated
January 31, 2008 between the Company, iDcentrix and the Holders named therein.
The information in this notice includes a summary of certain of the provisions
of the Registration Rights Agreement, which you should review. A copy of the
Registration Rights Agreement is available from the Company upon request at
the
address set forth below. All capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.
Each
beneficial owner of Registrable Securities is entitled to the benefits of the
Registration Rights Agreement. In order to sell or otherwise dispose of any
Registrable Securities pursuant to the Shelf Registration Statement, a
beneficial owner of Registrable Securities generally will be required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers of Registrable Securities and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification provisions as described below).
Beneficial owners that do not complete this Notice and Questionnaire and deliver
it to the Company as provided below will not be named as selling securityholders
in the prospectus and therefore will not be permitted to sell any Registrable
Securities pursuant to the Shelf Registration Statement. Beneficial owners
are
encouraged to complete and deliver this Notice and Questionnaire at least five
business days prior to the effectiveness of the Shelf Registration Statement
so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of its effectiveness.
Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and the related prospectus. Accordingly, the
Holders are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder
in
the Shelf Registration Statement and the related prospectus.
Notice
The
undersigned beneficial owner (the "Selling Securityholder") of Registrable
Securities hereby gives notice to the Company of its intention to sell or
otherwise dispose of Registrable Securities beneficially owned by it and listed
below in Item 3 (unless otherwise specified under Item 3) pursuant to the Shelf
Registration Statement. The undersigned, by signing and returning this Notice
and Questionnaire, understands that it will be bound by the terms and conditions
of this Notice and Questionnaire and the Registration Rights Agreement.
A-1
Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company, and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20
of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against
any and all loss, liability, claim, damage and expense arising in connection
with statements concerning the undersigned made in the Shelf Registration
Statement or the related prospectus in reliance upon the information provided
in
this Notice and Questionnaire.
The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:
QUESTIONNAIRE
| 1. | (a) | Full Legal Name of Selling Securityholder: |
|
(b)
|
Full
Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities listed in (3) below are held:
|
|
(c)
|
Full
Legal Name of Depository Trust Company Participant (if applicable
and if
not the same as (b) above) through which Registrable Securities listed
in
(3) below are held:
|
| 2. |
Address
for Notices to Selling Securityholder:
|
| Telephone: |
| Fax: |
|
Contact
Person:
|
| 3. | Beneficial Ownership of Registrable Securities: |
|
(a)
|
Type
and Principal amount of Registrable Securities Beneficially Owned:
|
|
(b)
|
CUSIP
No(s). of such Registrable Securities Beneficially Owned:
|
A-2
| 4. |
Beneficial
Ownership of the Company's Securities Owned by the Selling Securityholder:
|
Except
as set forth below in this Item (4), the undersigned is not the beneficial
or
registered owner of any securities of the Company other than the Registrable
Securities listed in Item (3).
|
(a)
|
Type
and Amount of Other Securities Beneficially Owned by the Selling
Securityholder:
|
|
(b)
|
CUSIP
No(s). of such other Securities Beneficially Owned:
|
| 5. |
Relationship
with the Company:
|
Except
as set forth below, neither the undersigned nor any of its affiliates, directors
or principal equity holders (5% or more) has held any position or office or
has
had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.
|
State
any exceptions here:
|
| 6. |
Plan
of Distribution:
|
Except
as set forth below, the undersigned intends to distribute the Registrable
Securities listed above in Item (3) pursuant to the Shelf Registration Statement
only as follows (if at all): Such Registrable Securities may be sold from time
to time directly by the undersigned or alternatively through underwriters or
broker dealers or agents. If the Registrable Securities are sold through
underwriters or broker dealers, the Selling Securityholder will be responsible
for underwriting discounts or commissions or agent's commissions. Such
Registrable Securities may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at varying prices determined
at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve block transactions) (i) on any national
securities exchange or quotation service on which the Registrable Securities
may
be listed or quoted at the time of sale, (ii) in the over-the-counter market,
(iii) in transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options, swaps or other
derivatives (whether exchange-listed or otherwise); or (vi) through any
combination of the foregoing, or by any other legally available means. In
connection with sales of the Registrable Securities or otherwise, the
undersigned may enter into hedging transactions with broker dealers, which
may
in turn engage in short sales of the Registrable Securities, short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker dealers that in turn may sell such securities.
The shares may be sold or distributed from time to time by pledgees, donees
or
transferees of, or other successors in interest to, the
undersigned.
A-3
|
|
State
any exceptions here:
|
|
Note:
|
In
no event may such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior
agreement of the Company and an undertaking by the Selling Securityholder
to pay certain expenses related to such offering.
|
The
undersigned acknowledges that it understands its obligation to comply with
the
provisions of the Exchange Act and the rules thereunder relating to stock
manipulation, particularly Regulation M thereunder (or any successor rules
or
regulations), in connection with any offering of Registrable Securities pursuant
to the Shelf Registration Statement. The undersigned agrees that neither it
nor
any person acting on its behalf will engage in any transaction in violation
of
such provision.
The
Selling Securityholder hereby acknowledges that there may be "black out" periods
during which Registrable Securities may not be sold pursuant to the Shelf
Registration Statement, as set forth in the Registration Rights Agreement.
The
Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons
set
forth therein.
Pursuant
to the Registration Rights Agreement, the Company has agreed under certain
circumstances to indemnify the Selling Securityholders against certain
liabilities.
In
accordance with the undersigned's obligations under the Registration Rights
Agreement to provide such information as may be required by law for inclusion
in
the Shelf Registration Statement, the undersigned agrees to promptly notify
the
Company of any inaccuracies or changes in the information provided herein that
may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains effective. All notices to the Company hereunder and pursuant
to the Registration Rights Agreement shall be made in writing at the address
set
forth below. All notices to the undersigned pursuant to the Registration Rights
Agreement shall be made in writing at the address set forth in paragraph 2,
or
any other address given to the Company by notice from the undersigned.
A-4
By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above or provided
by
the undersigned as contemplated by the immediately preceding paragraph and
the
inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will
be
relied upon by the Company in connection with the preparation or amendment
of
the Shelf Registration Statement and the related prospectus.
IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its
duly authorized agent.
|
Beneficial
Owner
|
||||
|
By:
|
|
|||
|
Name:
|
||||
|
Title:
|
||||
|
Dated:
|
||||
PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO STERLING GOLD
CORP., AT:
c/o.
iDcentrix, Inc.
0000
Xxxxxxxxx Xxx.
Xxxxx
0000
Xx
Xxxxxxx, XX 00000
Attention:
Chief Executive Officer
with
a
copy to:
Xxxxxx
Xxxx & Xxxxxx LLP
000
Xxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Attention:
Xxxxxxx Xxxxxx
A-5
