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EXHIBIT 13
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
and made effective as of December 31, 1997, by and among Sheridan Energy, Inc.,
a Delaware corporation (the "Company"), and the stockholders of the Company
whose signatures appear on the signature pages of this Agreement under the
caption "Stockholders" (referred to herein, together with all permitted
transferees, individually as a "Stockholder" and collectively as the
"Stockholders").
WITNESSETH:
WHEREAS, in connection with the purchase and sale of shares of common
stock pursuant to (i) the ECT Agreement (as defined below), (ii) the Grand Gulf
Agreement (as defined below), and (iii) the JEDI I Agreement (as defined
below), it was contemplated that the Company would grant certain registration
rights to the Stockholders, and the Company agreed to grant such registration
rights.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS. As used in this Agreement, the
following terms have the meanings indicated:
"Agreement" shall have the meaning set forth above.
"Business Day" shall mean any day other than a Saturday, Sunday or
legal holiday for banks in the State of Texas.
"Commission" shall mean the Securities and Exchange Commission.
"Common Stock" shall mean the Company's Common Stock, par value $.01
per share, or any successor class of the Company's Common Stock.
"Company" shall have the meaning set forth above.
"ECT" shall mean Enron Capital Trade & Resources Corp.
"ECT Agreement" shall mean that certain Stock Purchase Agreement
between the Company and ECT dated November 28, 1997.
"Enron Entities" means ECT, JEDI and JEDI I.
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"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Grand Gulf" shall mean Grand Gulf Production, L.L.C.
"Grand Gulf Agreement" shall mean that certain Purchase Agreement
between Grand Gulf and the Company dated December 31, 1997.
"Holders" means the holders of Registrable Shares and shall include
transferees to whom Holders are permitted to assign rights hereunder pursuant
to Section 4.1.
"JEDI" shall mean Joint, Energy Development Investments Limited
Partnership.
"JEDI I" shall mean JEDI Hydrocarbon Investments I Limited
Partnership.
"JEDI I Agreement" shall mean that certain Purchase Agreement between
JEDI I and the Company dated December 31, 1997.
"Initiating Holders" shall mean Holders holding no less than 250,000
Registrable Shares.
"1933 Act" shall mean the Securities Act of 1933, as amended.
"NASD" shall mean the National Association of Securities Dealers, Inc.
"Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or a political subdivision, agency or instrumentality thereof or
other entity or organization of any kind.
"Register," "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act and the declaration or ordering by the Commission of effectiveness of such
registration statement.
"Registrable Shares" shall mean the shares of Common Stock issued by
Company pursuant to the ECT Agreement, JEDI I Agreement, and the Grand Gulf
Agreement, and any shares of Common Stock (including shares of Common Stock
issuable upon the exercise of options, warrants or other convertible or
exchangeable securities) received on or after December 15, 1997 by the
Stockholders (other than Grand Gulf) from Company or otherwise in a transaction
not involving a public offering within the meaning of the Securities Act,
including without limitation, the acquisition of shares of Common Stock by JEDI
from Grand Gulf.
"Stockholder" and "Stockholders" shall have the meaning set forth
above.
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SECTION 2. REGISTRATION RIGHTS.
2.1 PIGGY-BACK REGISTRATION. If Company at any time proposes to
register any shares of Common Stock (or securities convertible into or
exercisable or exchangeable for Common Stock), other than in a demand
registration pursuant to Section 2.2(a) of this Agreement and other than in a
registration on Form S-4 or Form S-8, it shall give notice to the Holders of
such intention 20 days prior to the filing of a registration statement with
respect to such shares. Upon the written request of any Holder given within 20
days after receipt of any such notice, Company shall include in such
registration all of the Registrable Shares indicated in such request, so as to
permit the disposition of the shares so registered. Notwithstanding any other
provision of this Section 2.1, if the managing underwriter advises Company that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of shares that may
be included in such registration and the reduced number of shares, if any, to
be sold shall be allocated among the Company, participating Holders and other
persons participating in such registration in proportion to the number of
shares proposed to be sold by each party prior to the imposition of a
limitation by the managing underwriter. The rights of a Holder to participate
in a registration pursuant to this Section 2.1 shall terminate at such time as
such Holder holds less than 2% of the outstanding shares of Common Stock.
2.2 DEMAND REGISTRATION. (a) At any time and from time to time,
one or more Initiating Holders may request in writing that all or part of the
Registrable Shares shall be registered for sale under the Securities Act.
Within 5 days after receipt of any such request, Company shall give written
notice of such request to the other Holders and shall include in such
registration all Registrable Shares held by all such Holders who wish to
participate in such demand registration and provide Company with written
requests for inclusion therein within 15 days after the receipt of Company's
notice. Thereupon, Company shall effect the registration of all Registrable
Shares as to which it has received requests for registration specified in the
request for registration. Company shall not be required to effect any such
registration prior to November 28, 1998; provided, however, that the Initiating
Holders may request registration hereunder prior to November 28, 1998 and in
such event Company shall undertake to issue the notices referred to herein
prior to November 28, 1998 so as to permit the filing of registration statement
promptly after November 28, 1998. Notwithstanding any other provision of this
Section 2.2(a), if the managing underwriter advises the Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then there shall be excluded from such registration and
underwriting to the extent necessary to satisfy such limitation, first shares
to be offered by Company or by shareholders other than the Holders, and second,
to the extent necessary, and only if all shares to be offered by Company and by
shareholders other than Holders have been excluded, Registrable Shares and the
number of shares of Registrable Shares that may be included in the registration
and underwriting shall be allocated among all Holders thereof in proportion, as
nearly as practicable, to the respective amounts of Registrable Shares held by
such Holders. Company may not cause any other registration of securities for
sale for its own account (other than a registration effected solely to
implement an
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employee benefit plan) to be initiated after a registration requested pursuant
to this Section 2.2(a) and to become effective less than 90 days after the
effective date of any registration requested pursuant to this Section 2.2(a).
Company shall not be required to effect more than an aggregate of three
registrations pursuant to this Section 2.2(a).
(b) If Company shall furnish to the Holders a certificate signed
by the President of Company stating that in the good faith judgment of the
Board of Directors of Company it would be seriously detrimental to Company for
a registration statement to be filed at such time or would materially adversely
affect a pending or proposed public offering of Company's securities, Company
shall have the right to defer the filing of a registration statement requested
pursuant to Section 2.2(a) hereof for a period of not more than 90 days after
receipt of the request of the Holders under Section 2.2(a); provided, however,
that (i) Company shall not utilize this right more than once in any 12-month
period and (ii) except with respect to the first deferment of the filing of a
registration statement required pursuant to Section 2.2(a) because of any
pending or proposed public offering of Company's securities, in the event of
any such pending or proposed public offering of Company's securities, up to 25%
of the shares to be included in the registration for such public offering shall
be Registrable Shares at the request of such Holders and the number of shares
of Registrable Shares that may be included in the registration and underwriting
shall be allocated among all Holders thereof in proportion, as nearly as
practicable, to the respective amounts of Registrable Shares held by such
Holders.
2.3 LOCKUPS. Each Holder agrees, so long as such Holder holds 2%
or more of the outstanding shares of Common Stock, that upon request by the
managing underwriter in any underwriting of Common Stock or securities
convertible into or exchangeable for Common Stock, it will agree not to sell or
otherwise dispose of its shares of Common Stock without the consent of such
managing underwriter for such period of time (which may not exceed 180 days)
from the effective date of the registration statement as may be requested by
such underwriters; provided, however, that the obligations of such Holders
pursuant to this Section 2.3 shall be conditioned upon the receipt by such
underwriters of lockup agreements for the same period of time and on the same
terms as the time period and terms requested of such Holders from each
executive officer or director of the Company or holder of 10% or more of the
outstanding shares of Common Stock.
2.4 REGISTRATION PROCEDURES. Whenever any Registrable Shares are
to be registered pursuant to Section 2.1 or 2.2 of this Agreement, the Company
will use reasonable efforts to effect the registration of such Registrable
Shares on the same terms and conditions as any similar securities of the
Company included therein. In connection with any registration pursuant to
Section 2.1 or Section 2.2 the Company will, subject to Section 2.1 or 2.2
respectively, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement
with respect to such Registrable Shares and use its best efforts to cause such
registration statement to become effective;
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(b) prepare and file with the Commission 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
Registrable Shares covered by such registration statement;
(c) furnish to the Holder such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in
order to facilitate the disposition of Registrable Shares owned by them;
(d) 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 of such offering; each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement;
(e) notify each Holder of Registrable Shares covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material act or omits 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 then
existing;
(f) cause all Registrable Shares registered pursuant hereunder to
be listed on each securities exchange on which similar securities issued by
Company are then listed;
(g) provide a transfer agent and registrar for all Registrable
Shares registered pursuant hereunder and a CUSIP number for all such
Registrable Shares in each case not later than the effective date of such
registration; and
(h) furnish, at the request of any Holder requesting registration
of Registrable Shares pursuant to this Section, on the date that such
Registrable Shares are delivered to the underwriters for sale in connection
with a registration pursuant to this Agreement, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Shares and (ii) a letter dated such date, from the
independent certified public accountants of Company, in form and substance as
is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Shares.
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If any registration statement provided for hereunder refers to any
Holder by name or otherwise as the holder of any securities of the Company then
such Holder shall have the right to require (i) the insertion therein of
language, in form and substance satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation of such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Company,
or (ii) in the event that such reference to such Holder by name or otherwise is
not required by the 1933 Act or any similar federal statute then in force, the
deletion of the reference to such Holder.
2.5 REGISTRATION EXPENSES. All expenses incurred in connection
with any registration under Sections 2.1 or 2.2 shall be borne by Company;
provided, however, that (i) each of the Holders participating in such
registration shall pay its pro rata portion of the fees, discounts or
commissions payable to any underwriter, and (ii) the Holders participating in a
third registration made pursuant to Section 2.2 shall bear their proportionate
part of all Commission and NASD filing fees and one-half of all other expenses
incurred in connection with any such registration.
2.6 INDEMNIFICATION; CONTRIBUTION.
(a) Company will indemnify and hold harmless, to the fullest
extent permitted by law, any Holder and any underwriter for such Holder, and
each person, if any, who controls the Holder or such underwriter, from and
against any and all losses, damages, claims, liabilities, joint or several,
costs and expenses (including any amounts paid in any settlement effected with
Company's consent) to which the Holder or any such underwriter or controlling
person may become subject under applicable law or otherwise, insofar as such
losses, damages, claims, liabilities (or actions or proceedings in respect
thereof), costs or expenses arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement or included in the prospectus, as amended or
supplemented, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading, and Company will reimburse the Holder, such underwriter and each
such controlling person of the Holder or the underwriter, promptly upon demand,
for any reasonable legal or any other expenses incurred by them in connection
with investigating, preparing to defend or defending against or appearing as a
third party witness in connection with such loss, claim, damage, liability,
action or proceeding; provided, however, that Company will not be liable in any
such case to the extent that any such loss, damage, liability, cost or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in strict conformity with written
information furnished by a Holder to the managing underwriter specifically for
inclusion therein; provided, further, that the indemnity agreement contained in
this subsection 2.6(a) shall not apply to amounts paid in settlement of any
such claim, loss, damage, liability or action if such settlement is effected
without the consent of Company, which consent shall not be unreasonably
withheld. Such indemnity
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shall remain in full force and effect regardless of any investigation made by
or on behalf of the selling Holder, the underwriter or any controlling person
of the selling Holder or the underwriter, and regardless of any sale in
connection with such offering by the selling Holder. Such indemnity shall
survive the transfer of securities by a selling Holder.
(b) Each Holder participating in a registration hereunder will
indemnify and hold harmless Company, any underwriter for Company, and each
person, if any, who controls Company or such underwriter, from and against any
and all losses, damages, claims, liabilities, costs or expenses (including any
amounts paid in any settlement effected with the selling Holder's consent) to
which Company or any such controlling person and/or any such underwriter may
become subject under applicable law or otherwise, insofar as such losses,
damages, claims, liabilities (or actions or proceedings in respect thereof),
costs or expenses arise out of or are based on (i) any untrue or alleged untrue
statement of any material fact contained in the registration statement or
included in the prospectus, as amended or supplemented, or (ii) the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and each such Holder
will reimburse Company, any underwriter and each such controlling person of
Company or any underwriter, promptly upon demand, for any reasonable legal or
other expenses incurred by them in connection with investigating, preparing to
defend or defending against or appearing as a third party witness in connection
with such loss, claim, damage, liability, action or proceeding; in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was so made in strict
conformity with written information furnished by such Holder to the managing
underwriter specifically for inclusion therein; provided, however, that the
indemnity agreement contained in this subsection 2.6(b) shall not apply to
amounts paid in settlement of any such claim, loss, damage, liability, or
action if such settlement is effected without the consent of such Holder, which
consent shall not be unreasonably withheld. In no event shall the liability of
any Holder exceed the gross proceeds received by such Holder from the offering.
(c) Promptly after receipt by an indemnified party pursuant to the
provisions of subsections 2.6(a) or (b) of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of said subsections 2.6(a) or
(b), promptly notify the indemnifying party of the commencement thereof; but
the omission to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than to the
extent the party to be notified is actually prejudiced thereby. In case such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any action include both the
indemnified party and the indemnifying party and there is a conflict of
interests which would prevent counsel for the indemnifying party from also
representing the indemnified party, the indemnified party or parties shall have
the right to select one
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separate counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of said subsections 2.6(a) or (b) for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed counsel in
accordance with the provision of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after the notice of the commencement of the action and within 15 days after
written notice of the indemnified party's intention to employ separate counsel
pursuant to the previous sentence, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party. No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.
(d) If recovery is not available under the foregoing
indemnification provisions with respect to a matter referred to in Sections 2.6
(a) or(b) hereof, for any reason other than as specified therein, the parties
entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses as more fully set forth in an
underwriting agreement to be executed in connection with such registration. In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission, and
any other equitable considerations appropriate under the circumstances;
provided that no party shall be required to contribute an amount in excess of
the amount it would have been required to pay pursuant to the foregoing
indemnification provisions if they had been available.
2.7 DESIGNATION OF UNDERWRITER. In the case of any registration
effected pursuant to Section 2.2, the managing underwriter shall be reasonably
acceptable to the Initiating Holders and Company.
2.8 RULE 144. The Company covenants that it will file the reports
required to be filed by it under the 1933 Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder (or, if the Company
is not required to file such reports, it will, upon the request of any Holder
of Registrable Shares, make publicly available other nonconfidential
information so long as necessary to permit sales under Rule 144 under the 1933
Act), and it will take such other action as any Holder of Registrable Shares
may reasonably request, all to the extent required from time to time to enable
such Holder to sell Registrable Shares without registration under the 1933 Act
within the limitation of the exemptions provided by (a) Rule 144 under the 1933
Act, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter
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adopted by the Commission. Upon the request of any Holder of Registrable
Shares, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.
SECTION 3. REPRESENTATION AND WARRANTY. The Company hereby
represents and warrants to the Stockholders that (a) other than the
registration rights granted pursuant to this Agreement, the Company has not
granted registration rights to any Person; and (b) no consent, approval,
authorization or waiver of any Person is required to permit the Company to
execute or deliver this Agreement or perform this Agreement in accordance with
its terms and upon execution this Agreement will not conflict with Company's
constituent documents or any material contract.
SECTION 4. ASSIGNMENT AND SUBSEQUENT GRANTS.
4.1 ASSIGNMENT OF REGISTRATION RIGHTS. Any Holder may assign all
or part of its rights under this Agreement to any transferee who acquires
100,000 or more Registrable Shares. The transferor shall, within 20 days after
such transfer, furnish Company with written notice of the name and address of
such transferee and the securities with respect to which such registration
rights are being assigned.
4.2 SUBSEQUENT GRANTS OF REGISTRATION RIGHTS. After the date
hereof, Company will not enter into any agreement granting any holder or
prospective holder of any securities of Company registration rights (i) unless
such registration rights include lockup provisions which are the same as those
provisions set forth in Section 2.3 hereof, and (ii) unless any demand
registration rights granted to such holders or prospective holders expressly
permit the Holders to participate in any such demand registration and provide
for cutbacks as requested by a managing underwriter on a pro rata basis among
such holders or prospective holders and any Holders electing to participate in
such offering on a pro rata basis based on the number of shares for which
registration is requested.
SECTION 5. MISCELLANEOUS.
5.1 RECAPITALIZATION, EXCHANGES, ETC. The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to the
Registrable Shares, to any and all shares of equity capital of the Company or
any successor or assign of the Company (whether by merger, consolidation, sale
of assets or otherwise) which may be issued in respect of, in exchange for, or
in substitution of the Registrable Shares, in each case as the amounts of such
securities outstanding are appropriately adjusted for any equity dividends,
splits, reverse splits, combinations, recapitalizations and the like occurring
after the date of this Agreement.
5.2 NOTICES. For purposes of this Agreement, notices and all
other communications provided for herein shall be in writing and shall be
deemed to have been duly given when personally delivered or when mailed by
United States registered or certified mail, return receipt requested,
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postage prepaid, addressed (i) if to Company, to: 0000 Xxxxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, Attention: X.X. Xxxxxxxx, (ii) if to a Stockholder, at
such Stockholder's address as shown on the stock transfer records of the
Company, or to such other address (as to a Stockholder) as such Stockholder may
furnish to the Company, or (as to the Company) as the Company may furnish to
the Stockholders except that notices of changes of address shall be effective
only upon receipt.
5.3 APPLICABLE LAW. This contract is entered into under, and
shall be governed for all purposes by, the laws of the State of Texas without
giving effect to any conflict of law rules which would require the application
of the law of another jurisdiction; provided, however, that any matter
involving the internal corporate affairs of the Company shall be governed by
the provisions of Delaware law.
5.4 AMENDMENT AND WAIVER. This Agreement may be amended, and the
provisions hereof may be waived, only by a written instrument signed by the
Holders (at the time of such amendment or waiver) or their designees and the
Company. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
5.5 REMEDY FOR BREACH OF CONTRACT. The parties agree that in the
event there is any breach or asserted breach of the terms, covenants or
conditions of this Agreement, the remedy of the parties hereto shall be in law
and in equity and injunctive relief shall lie for the enforcement of or relief
from any provisions of this Agreement. If any remedy or relief is sought and
obtained by any party against one of the other parties pursuant to this Section
5.5, the other party shall, in addition to the remedy of relief so obtained, be
liable to the party seeking such remedy or relief for the reasonable expenses
incurred by such party in successfully obtaining such remedy or relief,
including the fees and expenses of such party's counsel.
5.6 SEVERABILITY. It is a desire and intent of the parties that
the terms, provisions, covenants and remedies contained in this Agreement shall
be enforceable to the fullest extent permitted by law. If any such term,
provision, covenant or remedy of this Agreement or the application thereof to
any Person or circumstances shall, to any extent, be construed to be invalid or
unenforceable in whole or in part, then such term, provision, covenant or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement or the application thereof to any Person
or circumstances other than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.
5.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
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5.8 HEADINGS. The section and paragraph headings have been
inserted for purposes of convenience and shall not be used for interpretive
purposes.
5.9 BINDING EFFECT. Unless otherwise provided herein, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns, and is not intended to confer upon any other
Person any right or remedies hereunder; provided, however, that a transferee of
a Holder shall be deemed to be a Holder for purposes of obtaining the benefits
or enforcing the rights of a Holder and, if requested by the Company, shall
execute such documents as may reasonably be requested by the Company to
evidence such transferee's agreement to be bound by this Agreement as if a
party hereto.
5.10 ENTIRE AGREEMENT. This Agreement, together with the other
agreements referenced herein, constitutes the entire agreement and supersedes
all prior agreements, understandings, both written and oral, among the parties
with respect to the registration rights pertaining to Common Stock acquired by
the Holders, expressly including the provisions of Article VII of the ECT
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY:
SHERIDAN ENERGY, INC.
By: /s/ X.X. XXXXXXXX
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Name: X.X. Xxxxxxxx
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Title: President and C.E.O.
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STOCKHOLDERS
SHARES OWNED AT
STOCKHOLDERS TIME OF EXECUTION
ENRON CAPITAL & TRADE
RESOURCES CORP.
By: /s/ XXXXX X. XxXXXXX
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Name: Xxxxx X. XxXxxxx
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Title: Vice President
---------------------------------
GRAND GULF PRODUCTION, L.L.C.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: CEO
---------------------------------
JEDI HYDROCARBON INVESTMENTS I
LIMITED PARTNERSHIP
By: JEDI CAPITAL L.L.C., its general partner
By: /s/ XXXXX X. XxXXXXX
------------------------------------
Name: Xxxxx X. XxXxxxx
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Title: Agent and Attorney-in-Fact
---------------------------------
