EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of March
15, 2004 by Mission Resources Corporation, a Delaware corporation (the
"Company") and the persons listed as the Investors on the signature pages hereto
(the "Investors"), and each person or entity that subsequently becomes a party
to this Agreement pursuant to, and in accordance with, the provisions of Section
11 hereof (collectively, the "Permitted Transferees" and each individually a
"Permitted Transferee").
WHEREAS, pursuant to a Purchase and Sale Agreement (the "Purchase
Agreement"), dated as of the date hereof, the Company has agreed to sell to the
Investors, and each Investor has agreed to purchase from the Company, shares
(the "Shares") of the Company's authorized and issued common stock, $.01 par
value per share (the "Common Stock") in a transaction exempt from the
registration requirements of the Securities Act; and
WHEREAS, the terms of the Purchase Agreement provide that it shall be a
condition precedent to the closing of the transactions thereunder for the
Company and the Investors to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the following respective meanings:
"Closing" shall mean the closing under the Purchase Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and all of the rules and regulations promulgated thereunder.
"Holder" shall mean, collectively, the Investors and the permitted
transferees as described in Section 11 hereof; provided, however, that the term
"Holder" shall not include any of the foregoing that ceases to own or hold any
Registrable Securities.
"Qualifying Holder" shall have the meaning ascribed thereto in Section
11 hereof.
"Registrable Securities" shall mean the Shares bought by the Investors
pursuant to the Purchase Agreement, provided, however, that all Registrable
Securities shall cease to be Registrable Securities once they have been sold
pursuant to a registration statement.
"Rule 144" shall mean Rule 144 promulgated under the Securities Act and
any successor or substitute rule, law or provision.
"SEC" shall mean the Securities and Exchange Commission.
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"Securities Act" shall mean the Securities Act of 1933, as amended, and
all of the rules and regulations promulgated thereunder.
"Suspension Period" shall have the meaning ascribed thereto in Section
10 hereof.
2. EFFECTIVENESS. This Agreement shall become effective and legally
binding upon the Closing.
3. MANDATORY REGISTRATION. Within thirty (30) days after the Closing
(or, if the date that is thirty (30) days after the Closing is not a business
day, the next business day immediately following such date), the Company will
prepare and file with the SEC a registration statement on Form S-3 or any
successor form (except that if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3, then such registration shall be
on Form S-1 or any successor form) for the purpose of registering under the
Securities Act all of the Registrable Securities for resale by, and for the
account of, the Holders as selling stockholders thereunder (the "Registration
Statement"). The Registration Statement shall permit the Holders to offer and
sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act, any or all of the Registrable Securities. The Company agrees to use
commercially reasonable efforts to cause the Registration Statement to become
effective as soon as practicable (which shall include using commercially
reasonable efforts to promptly respond to any comments of the SEC in respect of
the Registration Statement). The Company shall be required to keep the
Registration Statement effective until such date that is the earlier of (i) the
date when all of the Registrable Securities registered thereunder shall have
been sold, (ii) the date on which all the Registrable Securities either cease to
be outstanding or are held by persons who are not affiliates of the Company and
may be resold pursuant to Rule 144(k) under the Securities Act, or (iii) the
later of two (2) years after the effective date of the Registration Statement,
or the date on which all of the Registrable Securities may be sold pursuant to
Rule 144 in a three (3) month period (such date is referred to herein as the
"Mandatory Registration Termination Date"). Thereafter, the Company shall be
entitled to withdraw the Registration Statement and the Holders shall have no
further right to offer or sell any of the Registrable Securities pursuant to the
Registration Statement (or any prospectus relating thereto).
4. OBLIGATIONS OF THE COMPANY. In connection with the Company's
obligation under Section 3 hereof to file the Registration Statement with the
SEC and to use commercially reasonable efforts to cause the Registration
Statement to become effective, the Company shall:
(a) Prepare and file with the SEC, as expeditiously as reasonably
practicable, such amendments and supplements to the Registration Statement and
the prospectus used in connection therewith as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement;
(b) Promptly furnish to the selling Holders a copy of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other publicly available documents (including, without
limitation, prospectus amendments and supplements as are prepared by the Company
in accordance with Section 4(a) above) as the
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selling Holders may reasonably request in order to facilitate the disposition of
such selling Holder's Registrable Securities;
(c) Subject to Section 10 hereof, promptly notify the selling Holders,
at any time when a prospectus relating to the Registration Statement is required
to be delivered under the Securities Act, of the occurrence of any event as a
result of which the prospectus included in or relating to the Registration
Statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading in light of the
circumstances in which they are made; and, thereafter, the Company will promptly
prepare (and, when completed, give notice to each selling Holder) a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading in light of the circumstances in which
they are made; provided that upon such notification by the Company, the selling
Holders will not offer or sell Registrable Securities until the Company has
notified the selling Holders that it has prepared a supplement or amendment to
such prospectus and delivered copies of such supplement or amendment to the
selling Holders (it being understood and agreed by the Company that the
foregoing proviso shall in no way diminish or otherwise impair the Company's
obligation to promptly prepare a prospectus amendment or supplement as above
provided in this Section 4(c) and deliver copies of same as above provided in
Section 4(b) hereof);
(d) Use commercially reasonable efforts to register and qualify the
Registrable Securities covered by the Registration Statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
appropriate in the opinion of the Company and the Holders provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business, to file a general consent to service of process or to
become subject to any material tax in any such states or jurisdictions, and
provided further that (notwithstanding anything in this Agreement to the
contrary with respect to the bearing of expenses) if any jurisdiction in which
any of such Registrable Securities shall be qualified shall require that
expenses incurred in connection with the qualification therein of any such
Registrable Securities be borne by the selling Holder, then the selling Holders
shall, to the extent required by such jurisdiction, pay their pro rata share of
such qualification expenses; and
(e) Promptly after a sale of Registrable Securities pursuant to the
Registration Statement (assuming that no stop order is in effect with respect to
the Registration Statement at the time of such sale), the Company shall
cooperate with the selling Holder and provide the transfer agent for the Common
Stock with such instructions and legal opinions as may be required in order to
facilitate the issuance to the purchaser (or the selling Holder's broker) of new
unlegended certificates for such Registrable Securities.
(f) If applicable, at the request made at sole discretion of the
Holder, enter into and perform its obligations under an underwriting agreement,
in the usual customary form, with the managing underwriter of such offering.
(g) Cause all Registrable Securities covered by the registration
statement to be listed on each securities exchange or automated quotation system
on which shares of Common Stock are then listed. If any of such shares are not
so listed, the Company shall cause such shares to be
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listed on the securities exchange or automated quotation system as may be
reasonably requested by the Holders of a majority of the Registrable Securities
being registered.
(h) Permit a single firm of counsel designated as selling stockholders'
counsel by the holders of a majority in interest of the Registrable Securities
to review, at the Holders' expense, the registration statement and all
amendments and supplements thereto a reasonable period of time prior to their
filing with the SEC and state authorities, and shall not file any document in a
form to which such counsel reasonably objects.
(i) Cause the Company's officers, directors and independent certified
public accountants to supply all information reasonably requested by a
representative of any Holder of Registrable Securities, and any attorney or
accountant retained by such Holder, in connection with such registration;
provided, however, that such representatives, attorneys or accountants of the
Holders enter into a confidentiality agreement, in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such
information.
5. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the selling Holders shall furnish to the Company such information regarding them
and the Registrable Securities held by them as the Company shall reasonably
request and as shall be required in order to effect any registration by the
Company pursuant to this Agreement.
6. EXPENSES OF REGISTRATION. Expenses incurred in connection with the
registration of the Registrable Securities pursuant to this Agreement (excluding
underwriting, brokerage and other selling commissions and discounts and fees and
disbursements of counsel to the Holders), including without limitation all
registration and qualification and filing fees, printing, fees and disbursements
of counsel for the Company, blue sky fees and expenses except as provided in
Section 4(d), including fees and disbursements of counsel related to all blue
sky matters, fees and expenses of listing any Registrable Securities on any
securities exchange or automated quotation system on which shares of Common
Stock are then listed and the expenses of providing materials pursuant to
Section 4 hereof, shall be borne by the Company.
7. DELAY OF REGISTRATION. The Holders shall not take any action to
restrain, enjoin or otherwise delay any registration as the result of any
controversy which might arise with respect to the interpretation or
implementation of this Agreement.
8. INDEMNIFICATION AND CONTRIBUTION.
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each selling Holder, any investment banking firm acting as an
underwriter for the selling Holder, any broker/dealer acting on behalf of any
selling Holder and each officer and director of such selling Holder, such
underwriter, such broker/dealer and each person, if any, who controls such
selling Holder, underwriter or broker/dealer within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in the Registration Statement, in any preliminary
prospectus or final
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prospectus relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading in light of the circumstances in which they
are made; and will reimburse such selling Holder, such underwriter,
broker/dealer or such officer, director or controlling person for any legal or
other out-of-pocket expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 8(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 any such case for any such loss, damage, liability or
action to the extent that it arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in connection
with the Registration Statement, any preliminary prospectus or final prospectus
relating thereto or any amendments or supplements to the Registration Statement
or any such preliminary prospectus or final prospectus, in reliance upon and in
conformity with written information furnished expressly for use in connection
with the Registration Statement or any such preliminary prospectus or final
prospectus by the selling Holder, any underwriter for them or controlling person
with respect to them. This Section 8(a) shall not inure to the benefit of any
selling Holder with respect to any person asserting loss, damage, liability or
action as a result of a selling Holder selling Registrable Securities during a
Suspension Period (as defined in Section 10 hereof) or selling in violation of
Section 5(c) of the Securities Act.
(b) To the extent permitted by law, each selling Holder will severally
and not jointly indemnify and hold harmless the Company, each of its officers
and directors, each person, if any, who controls the Company within the meaning
of the Securities Act, any investment banking firm acting as underwriter for the
Company or the selling Holder, or any broker/dealer acting on behalf of the
Company or any other selling Holder, and all other selling Holders against any
losses, claims, damages or liabilities to which the Company or any such
director, officer, controlling person, underwriter, or broker/dealer or other
selling Holder may become subject to, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances in which they are made, in each case to the extent and only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, in any preliminary
prospectus or final prospectus relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, in reliance upon and in conformity with written information
furnished by such selling Holder expressly for use in connection with the
Registration Statement or any preliminary prospectus or final prospectus related
thereto; and such selling Holders will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter, broker/dealer or other selling Holder in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the liability
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of each selling Holder hereunder shall be limited to the gross proceeds (net of
underwriting discounts and commissions, if any) received by such selling Holder
from the sale of Registrable Securities covered by the Registration Statement
that give rise to such obligation to indemnify; and provided, further, however,
that the indemnity agreement contained in this Section 8(b) 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 those selling Holder(s)
against which the request for indemnity is being made (which consent shall not
be unreasonably withheld).
(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and, to the
extent the indemnifying party desires, jointly with any other indemnifying party
similarly noticed, to assume at its expense the defense thereof with counsel
mutually satisfactory to the indemnifying parties with the consent of the
indemnified party (which consent will not be unreasonably withheld, conditioned
or delayed). In the event that the indemnifying party assumes any such defense,
the indemnified party may participate in such defense with its own counsel and
at its own expense, provided, however, that the counsel for the indemnifying
party shall act as lead counsel in all matters pertaining to such defense or
settlement of such claim and the indemnifying party shall only pay for such
indemnified party's expenses for the period prior to the date of its
participation on such defense. The failure to notify an indemnifying party
promptly of the commencement of any such action, if materially prejudicial to
his ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 8 to the extent of such
prejudice, but the omission so to notify the indemnifying party will not relieve
him of any liability which he may have to any indemnified party otherwise other
than under this Section 8.
(d) Notwithstanding anything to the contrary herein, without the prior
written consent of the indemnified party, the indemnifying party shall not be
entitled to settle any claim, suit or proceeding unless in connection with such
settlement the indemnified party receives an unconditional release with respect
to the subject matter of such claim, suit or proceeding and such settlement does
not contain any admission of fault by the indemnified party.
(e) In order to provide for just and equitable contribution under the
Securities Act in any case in which (i) the indemnified party makes a claim for
indemnification pursuant to Section 8 hereof but is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that the express provisions of Section 8 hereof provide for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any indemnified party, then the Company and the applicable selling
Holder shall contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to
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information supplied by the Company on the one hand or the applicable selling
Holder on the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 8(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 8(e). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 8
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. 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.
Notwithstanding any other provision of this Section 8(e), in no event
shall any selling Holder be required to undertake liability to any person under
this Section 8(e) for any amounts in excess of the dollar amount of the gross
proceeds to be received by the selling Holder from the sale of such selling
Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) giving rise to such liability.
9. REPORTS UNDER THE EXCHANGE ACT. With respect to each Holder, from
the date of Closing until the date on which all of the Registrable Securities
that such Holder owns or has the right to acquire become freely transferable
under Rule 144(k) promulgated under the Securities Act, the Company agrees to
use its best efforts: (i) to make and keep public information available, as
those terms are understood and defined in the General Instructions to Form S-3,
or any successor or substitute form, and in Rule 144, (ii) to file with the SEC
all reports and other documents required to be filed by an issuer of securities
registered under Sections 13 or 15(d) of the Exchange Act, and (iii) if such
filings are not available via XXXXX, to furnish to such Holder as long as the
Holder owns or has the right to acquire any Registrable Securities prior to the
applicable termination date described above, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company under Sections 13 or 15(d) of the Exchange Act as may be
reasonably requested in availing such Holder of any rule or regulation of the
SEC permitting the selling of any such Registrable Securities without
registration.
10. DEFERRAL AND LOCK-UP. Notwithstanding anything in this Agreement to
the contrary, if the Company shall furnish to the selling Holders a certificate
signed by the President and/or Chief Executive Officer of the Company stating
that the Board of Directors of the Company has made the good faith determination
(i) that continued use by the selling Holders of the Registration Statement for
purposes of effecting offers or sales of Registrable Securities pursuant thereto
would require, under the Securities Act, disclosure in the Registration
Statement (or the prospectus relating thereto) of material, nonpublic
information concerning the Company, its business or prospects or any proposed
transaction involving the Company, (ii) that such disclosure would be premature
and would be adverse to the Company, its business or prospects or any such
proposed transaction or would make the successful consummation by the Company of
any such transaction significantly less likely and (iii) that it is therefore
necessary to suspend the use by the Holders of such Registration Statement (and
the prospectus relating thereto) for purposes of effecting offers or sales of
Registrable Securities pursuant thereto, then the right of
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the selling Holders to use the Registration Statement (and the prospectus
relating thereto) for purposes of effecting offers or sales of Registrable
Securities pursuant thereto shall be suspended for a period (the "Suspension
Period") of not more than 90 days after delivery by the Company of the
certificate referred to above in this Section 10. During the Suspension Period,
none of the Holders shall offer or sell any Registrable Securities pursuant to
or in reliance upon the Registration Statement (or the prospectus relating
thereto). The Company may not exercise this right for more than ninety (90) days
in aggregate during any 12-month period.
11. TRANSFER OF REGISTRATION RIGHTS. None of the rights of any Holder
under this Agreement shall be transferred or assigned to any person unless (i)
such person is a Qualifying Holder (as defined below), (ii) such person agrees
to become a party to, and bound by all of the terms and conditions of, this
Agreement by duly executing and delivering to the Company an Instrument of
Adherence in the form attached as Exhibit A hereto, (iii) the transfer or
assignment is made in accordance with the applicable requirements of the
Purchase Agreement and (iv) following the transfer or assignment, the further
disposition of the Registrable Securities by such person is restricted under the
Securities Act and applicable state securities laws. For purposes of this
Section 11, the term "Qualifying Holder" shall mean, with respect to any Holder,
(a) any corporation, partnership or other affiliated entity controlling,
controlled by, or under common control with, such Holder, or any partner or
former partner, if such Holder is a partnership, or (b) any other direct
transferee from such Holder of at least 25% of those Registrable Securities held
or that may be acquired by such Holder. None of the rights of any Holder under
this Agreement shall be transferred or assigned to any person (including,
without limitation, a Qualifying Holder) that acquires Registrable Securities in
the event that and to the extent that such Person is eligible to resell such
Registrable Securities pursuant to Rule 144(k) of the Securities Act.
12. ENTIRE AGREEMENT. This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and it also supersedes any and all prior negotiations,
correspondence, agreements or understandings with respect to the subject matter
hereof.
13. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, and shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors or assigns, provided that the terms and conditions
of Section 11 hereof are satisfied. This Agreement shall also be binding upon
and inure to the benefit of any transferee of any of the Registrable Securities
provided that the terms and conditions of Section 11 hereof are satisfied.
Notwithstanding anything in this Agreement to the contrary, if at any time any
Holder shall cease to own all of its Registrable Securities, all of such
Holder's rights under this Agreement shall immediately terminate. This Agreement
may not be amended, modified or waived without the written consent of the
Company and the Holders of a majority in amount of the Registrable Securities
outstanding.
(b) (i) Any notices, reports or other correspondence (hereinafter
collectively referred to as "correspondence") required or permitted to be given
hereunder shall be sent by courier
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(overnight or same day) or telecopy or delivered by hand to the party to whom
such correspondence is required or permitted to be given hereunder. The date of
giving any notice shall be the date of its actual receipt.
(i) All correspondence to the Company shall be addressed as
follows:
Mission Resources Corporation
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Chief Executive Officer
Telecopier: (000) 000-0000
(ii) All correspondence to any Holder shall be sent to the
address set forth on such Holder's signature page hereto (or, in the
case of a Permitted Transferee, such Permitted Transferee's Instrument
of Adherence hereto).
(iii) Any party may change the address to which correspondence
to it is to be addressed by notification as provided for herein.
(c) The parties acknowledge and agree that in the event of any breach
of this Agreement, remedies at law may be inadequate, and each of the parties
hereto shall be entitled to seek specific performance of the obligations of the
other parties hereto and such appropriate injunctive relief as may be granted by
a court of competent jurisdiction.
(d) This Agreement may be executed in a number of counterparts, each of
which together shall for all purposes constitute one Agreement, binding on all
the parties hereto notwithstanding that all such parties have not signed the
same counterpart.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
MISSION RESOURCES CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, Chairman, President
and Chief Executive Officer
INVESTOR:
Xxxxxxx Distressed Investment Master Fund, Ltd.
By: HMC Distressed Investment Offshore
Manager, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President
Xxxxxxx Distressed Investment Master Fund, Ltd.
c/o HMC Distressed Investment
Offshore Manager, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
EXHIBIT A
INSTRUMENT OF ADHERENCE
Reference is hereby made to that certain Registration Rights Agreement,
dated as of March 15, 2004, among Mission Resources Corporation, a Delaware
corporation (the "Company"), the Investors and the Permitted Transferees, as
amended and in effect from time to time (the "Registration Rights Agreement").
Capitalized terms used herein without definition shall have the respective
meanings ascribed thereto in the Registration Rights Agreement.
The undersigned, in order to become the owner or holder of, or have the
right to acquire, shares of Registrable Securities, hereby agrees that, from and
after the date hereof, the undersigned has become a party to the Registration
Rights Agreement in the capacity of a Permitted Transferee, and is entitled to
all of the benefits under, and is subject to all of the obligations,
restrictions and limitations set forth in the Registration Rights Agreement that
are applicable to Permitted Transferees. This Instrument of Adherence shall take
effect and shall become a part of the Registration Rights Agreement immediately
upon execution.
Print Name of Permitted Transferee
----------------------------
By:
-------------------------
Name:
-----------------------
Title:
----------------------
Permitted Transferee's Address and Fax
Number for Notice
----------------------------
----------------------------
----------------------------
Accepted:
Mission Resources Corporation
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Date:
--------------------------
A-1
