REGISTRATION RIGHTS AGREEMENT
Exhibit
10.1
THIS
REGISTRATION RIGHTS AGREEMENT
(the
“Agreement”)
is
entered into this
day
of
September 2006, by and among ZONE MINING LIMITED, a Delaware corporation (the
“Company”),
and
each of the shareholders set forth on the signature pages hereto (each, a
“Shareholder”
and
collectively, the “Shareholders”).
RECITALS
WHEREAS, the
Company, ZM Acquisition Corp., a Delaware corporation (“Merger
Sub”),
Driveitaway Inc., a Delaware corporation (“DIA”),
Stonewell Partners LLP, the principal shareholder of DIA, are parties to that
certain Agreement and Plan of Merger dated September ____, 2006 (the
“Merger
Agreement”);
WHEREAS,
pursuant to Article I of the Merger Agreement, the parties to the Merger
Agreement contemplate the merger of Merger Sub with and into DIA (the
“Merger”),
with
DIA as the surviving company; and
WHEREAS,
in
connection with the consummation of the Merger, the parties desire to enter
into
this Agreement in order to grant registration rights to the Shareholders as
set
forth below.
NOW,
THEREFORE,
in
consideration of the mutual promises, representations, warranties, covenants
and
conditions set forth in this Agreement, the parties agree hereto as
follows:
| 1. |
General.
For
the purpose of this Agreement, the following definitions shall
apply:
|
1.1.
“Common
Stock”
shall
mean shares of common stock, $.00001 par value per share, of the
Company.
1.2. “Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended, as the same shall be
in
effect at the time.
1.3.
“Lock
Up Termination Date”
shall
have the meaning set forth in Section 3 hereof.
1.4.
“Person”
shall
mean an individual, partnership (general or limited), corporation, limited
liability company, joint venture, business trust, cooperative, association
or
other form of business organization, whether or not regarded as a legal entity
under applicable law, a trust (inter vivos or testamentary), an estate of a
deceased, insane or incompetent person, a quasi-governmental entity, a
government or any agency, authority, political subdivision or other
instrumentality thereof, or any other entity.
1.5.
“Register,”
“registered,”
and
“registration”
shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or order
of
effectiveness of such registration statement or document by the
SEC.
1
1.6.
“Registration
Statement”
shall
mean any registration statement of the Company filed with the SEC pursuant
to
the provisions of Section 2.1 of this Agreement, which covers the resale of
the
Restricted Stock on an appropriate form then permitted by the SEC to be used
for
such registration and the sales contemplated to be made thereby under the
Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including any pre-
and post- effective amendments thereto, in each case including the prospectus
contained therein, all exhibits thereto and all materials incorporated by
reference therein.
1.7.
“Restricted
Stock”
shall
mean (i) the shares of Common Stock issuable to the Shareholders under Section
1.2(b) of the Merger Agreement; and (ii) any additional shares of Common Stock
issued or issuable in respect of any of the foregoing securities, by way of
a
stock dividend or stock split; provided that as to any particular shares of
Restricted Stock, such securities shall cease to constitute Restricted Stock
when (x) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been disposed of thereunder, (y) such securities are permitted to be
transferred pursuant to Rule 144 (or any successor provision to such rule)
under
the Securities Act without restriction as to volume or (z) such securities
are
otherwise freely transferable to the public without further registration under
the Securities Act.
1.8.
“SEC”
or
“Commission”
shall
mean the Securities and Exchange Commission.
1.9.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended, as the same shall be in effect
at
the time.
1.10.“Selling
Shareholders”
shall
mean each Shareholder and their respective successors and assigns whose shares
are included or requested to be included in a Registration
Statement.
| 2. |
Registration
Rights.
Each Shareholder shall be entitled to the rights and subject to the
obligations set forth below:
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2.1. Registration
of the Shares.
(a) The
Company shall notify all Shareholders in writing at least ten (10) days
prior to the filing of any registration statement under the Securities Act
for
purposes of registering securities of the Company, excluding registration
statements on SEC Forms X-0, X-0 or any similar or successor forms, and will
afford each such Shareholder an opportunity to include in such registration
statement all or part of such Restricted Stock held by such Shareholder. Each
Shareholder desiring to include in any such registration statement all or any
part of the Restricted Stock held by it shall, within ten (10) days after the
above-described notice from the Company, so notify the Company in writing.
Such
notice shall state the intended method of disposition of the Restricted Stock
by
such Shareholder. If a Shareholder decides not to include all of its Restricted
Stock in such registration statement, such Shareholder shall nevertheless
continue to have the right to include any Restricted Stock in any subsequent
registration statement or registration statements as may be filed by the Company
with respect to offerings of its securities, all upon the terms and conditions
set forth herein. The Company may, without the consent of the Shareholders,
withdraw such registration statement prior to its becoming effective if the
proposal to register the securities proposed to be registered thereby is
abandoned.
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(b)
In
the
event that any registration pursuant to Section 2.1(a) shall be, in whole or
in
part, an underwritten public offering of Common Stock on behalf of the Company,
all Shareholders proposing to distribute their Restricted Stock through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Company.
If the managing underwriter thereof advises the Company in writing that in
its
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, securities held by person with demand or mandatory registration rights
and (iii) third, the Restricted Stock and any other securities eligible and
requested to be included in such registration to the extent that the number
of
shares to be registered under this clause (iii) will not, in the opinion of
the
managing underwriter, adversely affect the offering of the securities pursuant
to clause (i) or (ii). In such a case, shares shall be registered pro rata
among
the holders of such Restricted Stock and other securities on the basis of the
number of shares eligible for registration that are owned by all such holders
and requested to be included in such registration.
(c) Notwithstanding
anything to the contrary contained herein, the Company's obligation in Sections
2.1(a) and 2.1(b) above shall extend only to the inclusion of the Restricted
Stock in a Registration Statement. The Company shall have no obligation to
assure the terms and conditions of distribution, to obtain a commitment from
an
underwriter relative to the sale of the Restricted Stock or to otherwise assume
any responsibility for the manner, price or terms of the distribution of the
Restricted Stock.
(d) The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 2.1 prior to the effectiveness of such registration
without thereby incurring liability to the holders of the Restricted Stock,
regardless of whether any Shareholder has elected to include securities in
such
registration. The Registration Expenses (as defined in Section 2.4) of such
withdrawn registration shall be borne by the Company in accordance with
Section 2.4 hereof.
2.2. Registration
Procedures.
Whenever it is obligated to register any Restricted Stock pursuant to this
Agreement, the Company shall:
(a) prepare
and file with the SEC a Registration Statement with respect to the Restricted
Stock in the manner set forth in Section 2.1 hereof and use its reasonable
best
efforts to cause such Registration Statement to become effective as promptly
as
possible and to remain effective until the earlier of (i) the sale of all shares
of Restricted Stock covered thereby, (ii) the availability under Rule 144 for
the Selling Shareholder to immediately, freely resell without restriction all
Restricted Stock covered thereby, or (iii) two (2) years from the date of this
Agreement;
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(b) prepare
and file with the SEC such amendments (including post-effective 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
the period specified in Section 2.2(a) above and to comply with the provisions
of the Securities Act with respect to the disposition of all Restricted Stock
covered by such Registration Statement in accordance with the intended method
of
disposition set forth in such Registration Statement for such
period;
(c) furnish
to the Selling Shareholders such number of copies of the Registration Statement
and the prospectus included therein (including each preliminary prospectus)
as
such person may reasonably request in order to facilitate the public sale or
other disposition of the Restricted Stock covered by such Registration
Statement;
(d) use
its
reasonable best efforts to register or qualify the Restricted Stock covered
by
such Registration Statement under the state securities laws of such
jurisdictions as any Selling Shareholder shall reasonably request; provided,
however,
that
the Company shall not for any such purpose be required to qualify generally
to
transact business as a foreign corporation in any jurisdiction where it is
not
so qualified or to consent to general service of process in any such
jurisdiction;
(e) in
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering. Each Selling Shareholder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement, as described in Section
2.1(b);
(f) immediately
notify each Selling Shareholder 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 contained in such Registration
Statement, as then in effect, includes an untrue statement of a material fact
or
omits to state a material fact required or necessary to be stated therein in
order to make the statements contained therein not misleading in light of the
circumstances under which they were made. The Company will use reasonable
efforts to amend or supplement such prospectus in order to cause such prospectus
not to include any 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 not misleading in the light of the circumstances under which they were
made;
(g) prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement;
(h) use
its
reasonable best efforts to list the Restricted Stock covered by such
Registration Statement on each exchange or automated quotation system on which
similar securities issued by the Company are then listed (with the listing
application being made at the time of the filing of such Registration Statement
or as soon thereafter as is reasonably practicable);
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(i) notify
each Selling Shareholder of any threat by the SEC or state securities commission
to undertake a stop order with respect to sales under the Registration
Statement; and
(j) cooperate
in the timely removal of any restrictive legends from the shares of Restricted
Stock in connection with the resale of such shares covered by an effective
Registration Statement.
2.3. Delay
of Registration.
No
Selling Shareholder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Agreement.
2.4 Expenses.
(a) For
the
purposes of this Section 2.4, the term “Registration
Expenses”
shall
mean: all expenses incurred by the Company in complying with Section 2.1 and
2.2
of this Agreement, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees under state securities laws, fees
of
the National Association of Securities Dealers, Inc. (“NASD”),
fees
and expenses of listing shares of Restricted Stock on any securities exchange
or
automated quotation system on which the Company's shares are listed and fees
of
transfer agents and registrars. The term “Selling
Expenses”
shall
mean: all underwriting discounts and selling commissions applicable to the
sale
of Restricted Stock and all accountable or non-accountable expenses paid to
any
underwriter in respect of such sale.
(b) Except
as
otherwise provided herein, the Company will pay all Registration Expenses in
connection with any Registration Statement filed pursuant to Section 2.1 of
this
Agreement. All Selling Expenses in connection with any Registration Statement
filed pursuant to Section 2.1 of this Agreement shall be borne by the Selling
Shareholders pro rata on the basis of the number of shares registered by each
Selling Shareholder whose shares of Restricted Stock are covered by such
Registration Statement, or by such persons other than the Company (except to
the
extent the Company may be a seller) as they may agree.
2.5. Obligations
of the Selling Shareholders.
(a) In
connection with each registration hereunder, each Selling Shareholder will
furnish to the Company in writing such information with respect to it and the
securities held by it and the proposed distribution by it, as shall be
reasonably requested by the Company in order to assure compliance with
applicable federal and state securities laws as a condition precedent to
including the Selling Shareholder's Restricted Stock in the Registration
Statement. Each Selling Shareholder shall also promptly notify the Company
of
any changes in such information included in the Registration Statement or
prospectus as a result of which there is an untrue statement of material fact
or
an omission to state any material fact required or necessary to be stated
therein in order to make the statements contained therein not misleading in
light of the circumstances under which they were made.
5
(b) In
connection with the filing of the Registration Statement, each Selling
Shareholder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with such
Registration Statement or prospectus.
(c) In
connection with each registration pursuant to this Agreement, each Selling
Shareholder agrees that it will not effect sales of any Restricted Stock
pursuant to the Registration Statement until notified by the Company of the
effectiveness of the Registration Statement, and thereafter will suspend such
sales pursuant to the Registration Statement after receipt of telegraphic or
written notice from the Company to suspend sales to permit the Company to
correct or update a Registration Statement or prospectus. At the end of any
period during which the Company is obligated to keep a Registration Statement
current, each Selling Shareholder shall discontinue sales of Restricted Stock
pursuant to such Registration Statement upon receipt of notice from the Company
of its intention to remove from registration the Restricted Stock covered by
such Registration Statement that remains unsold, and each Selling Shareholder
shall notify the Company of the number of shares registered which remain unsold
immediately upon receipt of such notice from the Company.
2.6. Information
Blackout and Holdbacks.
(a) At
any
time when a Registration Statement effected pursuant to Section 2.1 is
effective, upon written notice from the Company to a Selling Shareholder that
the Company has determined in good faith that the sale of Restricted Stock
pursuant to the Registration Statement would require disclosure of non-public
material information, such Selling Shareholder shall suspend sales of Restricted
Stock pursuant to such Registration Statement until such time as the Company
notifies the Selling Shareholders that such material information has been
disclosed to the public or has ceased to be material, or that sales pursuant
to
such Registration Statement may otherwise be resumed.
(b) Notwithstanding
any other provision of this Agreement, in the event that the Company undertakes
a primary offering of shares of its unissued Common Stock, which may also
include other securities, excluding a primary offering related to an employee
benefit plan (a “Primary
Offering”),
in
which all of the shares of Restricted Stock are not included, each Shareholder
shall not sell, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale of, any Common Stock (or other securities) of the
Company held by such Shareholder (except for shares included in the Primary
Offering), during the thirty (30) days prior to the commencement of any such
Primary Offering and ending one hundred fifty (150) days after completion of
any
such Primary Offering, unless the Company, in the case of a non-underwritten
Primary Offering, or the managing underwriter, in the case of an underwritten
Primary Offering, otherwise agrees in writing. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred fifty (150) day period.
6
2.7. Indemnification.
(a) To
the
extent permitted by law, the Company shall indemnify, each Selling Shareholder,
such Selling Shareholder’s respective partners, officers, directors,
underwriters and each Person who controls any Selling Shareholder (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses caused by (i) any untrue statement of or alleged untrue statement
of material fact contained in the Registration Statement, prospectus or
preliminary prospectus or any amendment or supplement thereto, (ii) any omission
of or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act,
any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law in connection with the
offering covered by such registration statement (“Violations”);
provided,
however,
that
the indemnity agreement contained in this Section 2.7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld, nor shall the Company be liable in for
any
loss, claim, damage, liability or action to the extent that it arises out of
or
is based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such Selling Shareholder, partner, officer, director,
underwriter or controlling person of such Selling Shareholder, occurs as a
result of any failure to deliver a copy of the prospectus or any amendment
or
supplement thereto relating to such Registration Statement, or occurs as a
result of any disposition of the Restricted Stock in a manner that fails to
comply with the permitted methods of distribution identified within the
Registration Statement.
(b) To
the
extent permitted by law, each Selling Shareholder shall indemnify and hold
harmless the Company, each of its directors, its officers and each person,
if
any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Selling Shareholder selling securities under such
registration statement or any of such other Selling Shareholder’s partners,
directors or officers or any person who controls such Selling Shareholder,
against any losses, claims, damages or liabilities (joint or several) to which
the Company or any such director, officer, controlling person, underwriter
or
other such Selling Shareholder, or partner, director, officer or controlling
person of such other Selling Shareholder, may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as
such
losses, claims, damages or liabilities (or actions in respect thereto) arise
out
of or are based upon any Violation, in each case to the extent (and only to
the
extent) that such Violation (i) occurs in reliance upon and in conformity with
written information furnished by such Selling Shareholder to the Company for
use
in connection with such registration, (ii) occurs as a result of any failure
of
such Selling Shareholder to deliver a copy of the prospectus or any supplement
relating to such Registration Statement, or (iii) occurs as a result of any
disposition of the Restricted Stock by such Selling Shareholder in a manner
that
fails to comply with the permitted methods of distribution identified within
the
Registration Statement.
7
(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)
If
the
indemnification provided for in this Section 2.7 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any losses, claims, damages or liabilities referred to herein, the indemnifying
party, in lieu of indemnifying such indemnified party thereunder, shall to
the
extent permitted by applicable law contribute to the amount paid or payable
by
such indemnified party as a result of such loss, claim, damage or liability
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 violation(s) described in Section 2.7(a) that resulted
in
such loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law 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; provided,
that in
no event shall any contribution by a Selling Shareholder hereunder exceed the
net proceeds from the offering received by such Selling
Shareholder.
(e) 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.
| 3. |
Lock-Up.
|
Notwithstanding
any other provision of this Agreement, commencing on the date hereof and
terminating on the earlier of (i) one (1) year from the date hereof or (ii)
such
time as the last sales price or closing price, as applicable, and the daily
trading volume of the Common Stock, in each case as reported on the principal
market or exchange on which such shares are then listed, equals or exceeds
$2.00
per share and 75,000 shares, respectively, for thirty (30) consecutive trading
days (the “Lock
Up Termination Date”),
each
Shareholder shall not, without the prior written approval of the Company,
directly or indirectly (A) offer for sale, sell, or contract to sell, sell,
offer to sell, or contract to sell any option, warrant, right, or contract
to
purchase, purchase, offer to purchase, or contract to purchase any option,
warrant, right, or contract to sell, grant any option, right or warrant to
purchase, lend, pledge, hypothecate or otherwise transfer or dispose of,
directly or indirectly, any of the Restricted Stock or (B) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of
the
economic consequences of ownership of any of the Restricted Stock, whether
any
of the transactions described in clause (A) or (B) above is to be settled by
delivery of Restricted Stock, cash or otherwise. The Company shall provide
notice to each Shareholder of the Lock Up Termination Date within five (5)
days
after the Lock Up Termination Date. The Company will take such steps as may
be
necessary to enforce the foregoing provisions and restrict the sale or transfer
of the Restricted Stock as provided herein including, but not limited to,
placing a legend on all certificates evidencing the Restricted Stock reflecting
the forgoing restrictions and notifying its transfer agent to place
stop
transfer instructions reflecting the foregoing restrictions on the Company’s
stock transfer records.
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| 4. |
Miscellaneous.
|
4.1. Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State of
Delaware as applied to agreements among Delaware residents entered into and
to
be performed entirely within Delaware.
4.2. Survival.
The
representations, warranties, covenants, and agreements made herein shall survive
any investigation made by any Shareholder and the closing of the transactions
contemplated hereby.
4.3. Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the
benefit of, and be binding upon, the successors, assigns, heirs, executors,
and
administrators of the parties hereto and shall inure to the benefit of and
be
enforceable by each person who shall be a holder of Restricted Securities from
time to time; provided,
however,
that
prior to the receipt by the Company of adequate written notice of the transfer
of any Restricted Securities specifying the full name and address of the
transferee, the Company may deem and treat the person listed as the holder
of
such shares in its records as the absolute owner and holder of such shares
for
all purposes.
4.4. Entire
Agreement.
This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter hereof and no party shall be
liable or bound to any other in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein.
4.5. Severability.
In the
event one or more of the provisions of this Agreement should, for any reason,
be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein.
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4.6. Amendment
and Waiver.
(a)
Except
as
otherwise expressly provided, this Agreement may be amended or modified only
upon the written consent of the Company and the Shareholders holding a majority
of the shares of Restricted Stock; provided,
however,
that no
such amendment having a disproportionately adverse effect on any Shareholder
in
relation to the other Shareholders may be made without consent of such
Shareholder.
(b)
Except as otherwise expressly provided, the
obligations of the Company and the rights of the Shareholders under this
Agreement may be waived (either generally or in a particular instance and
either
retroactively or prospectively) only with the written consent of the holders
of
a majority of the shares of Restricted Stock (determined on an as-converted
to
Common Stock basis).
(c)
Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each Shareholder and the Company.
In
addition, the Company may waive performance of any obligation owing to it,
as to
some or all of the Shareholders, or agree to accept alternatives to such
performance, without obtaining the consent of any Shareholder.
4.7. Notices.
All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
party to be notified at the address set forth on the signature page or at such
other address as such party may designate by advance written notice to the
other
parties hereto.
4.8. Titles
and Subtitles.
The
titles of the sections and subsections of this Agreement are for convenience
of
reference only and are not to be considered in construing this
Agreement.
4.9. Counterparts.
This
Agreement may be executed in two or more counterparts and delivered via
facsimile, each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.
[Signature
page follows]
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IN
WITNESS WHEREOF, each of the parties has executed or caused this Agreement
to be
executed as of the date first above written.
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ZONE
MINING LIMITED
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| By: | ||
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Xxxxxxx
X. Xxxxxxxxxx
President
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[Signature
Page to Registration Rights Agreement]
11
SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT
By
execution and delivery of this signature page, the undersigned hereby agrees
to
become a Shareholder, as defined in that certain Registration Rights Agreement
(“Registration Rights Agreement”) by and among Zone Mining Limited, a Nevada
corporation (the “Company”), and the Shareholders (as defined therein) dated as
of September ___, 2006, acknowledges having read the Registration Rights
Agreement and hereby agrees to become a party to the Registration Rights
Agreement as a “Shareholder” thereunder and authorizes the signature page to be
attached to the Registration Rights Agreement or counterparts
thereof.
Executed
in counterpart, as of the date set forth below.
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SHAREHOLDER
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| By: | ||
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