REGISTRATION RIGHTS AGREEMENT
Exhibit
4.6
THIS
REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into as of
the
24th day of August, 2006 by and between (i) Blast Energy Services, Inc., a
California corporation (the "Company"), and (ii) those certain Participants
under that certain Subscription Agreement of even date herewith between each
Participant and the Company, each of whose signatures shall be included on
Exhibit
A
hereto
upon consummation of their respective portion of the private offering of the
Company’s common stock on the date hereof (the “Transaction”) (each such
Participant a "Stockholder").
Agreements:
NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged by each of the Company and
Stockholder, each of the Company and Stockholder hereby agrees as follows:
(a) While
acting in a commercially reasonable fashion, the Company shall prepare and
file
a Registration Statement on Form SB-2 (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) registering the resale of the
shares of Common Stock issued to the Participants in connection with the
offering on or before sixty (60) business days following the final closing
of
the transaction (the “Filing Deadline”) and shall use its commercially
reasonable best efforts to have such Registration Statement declared effective
by the SEC within 120 days following the final closing of the Transaction.
(b) In
connection with the registration provided for hereunder, Stockholder shall
use
reasonable efforts to cooperate with the Company and shall furnish to the
Company in writing such information with respect to it and its proposed
distribution as shall be reasonably necessary in order to assure compliance
with
federal and applicable state securities laws.
(c) The
Company shall pay all expenses incurred by the Company in complying with its
registration obligations pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, blue sky fees
and
expenses, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, all expenses of the underwriter customarily
paid by issuers or sellers of securities (including fees of the National
Association of Securities Dealers, Inc.), transfer taxes, escrow fees, fees
of
transfer agents and registrars, and costs of insurance. Stockholder shall pay
all underwriting discounts and selling commissions applicable to the sale of
the
Registrable Shares being registered.
(d) (i)
The
Company shall protect, indemnify and hold Stockholder, and its officers,
directors, stockholders, attorneys, accountants, employees, affiliates,
successors and assigns, harmless from any and all demands, claims, actions,
causes of actions, lawsuits, proceedings, investigations, judgments, losses,
damages, injuries, liabilities, obligations, expenses and costs (including
costs
of litigation and attorneys' fees), arising out of or based upon (aa) any untrue
statement or alleged untrue statement of any material fact contained in or
incorporated by reference
into
the
Registration Statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, (bb) 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, or (cc) any material
violation by the Company of any rule or regulation promulgated under Act
applicable to the Company and relating to action or inaction by the Company
in
connection with any such registration; provided, however, that the Company
shall
not be liable in the case of (aa) and (bb) above if and to the extent that
the
event otherwise giving rise to indemnification arises out of or is based upon
an
untrue statement or alleged untrue statement or omission or alleged omission
made in conformity with information furnished by a person otherwise entitled
to
indemnification in writing specifically for use in the Registration Statement
or
prospectus or information contained in a writing that has been expressly
approved or deemed approved by a person otherwise entitled to indemnification.
(ii)
Stockholder shall protect, indemnify and hold the Company and its officers,
directors, stockholders, attorneys, accountants, employees, affiliates,
successors and assigns, harmless from any and all demands, claims, actions,
causes of actions, lawsuits, proceedings, investigations, judgments, losses,
damages, injuries, liabilities, obligations, expenses and costs (including
costs
of litigation and attorneys' fees), arising out of or based upon (aa) any untrue
statement or alleged untrue statement of any material fact contained in or
incorporated by reference into the Registration Statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, (bb) 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, or (cc) any material violation by Stockholder of any rule or
regulation promulgated under the Act applicable to Stockholder and relating
to
action or inaction by Stockholder in connection with any such registration;
provided, however, that Stockholder shall be liable in the case of (aa) and
(bb)
above only if and to the extent that the event giving rise to indemnification
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in conformity with information furnished
by
Stockholder in writing specifically for use in the Registration Statement or
prospectus or information contained in a writing that has been expressly
approved or deemed approved by Stockholder.
(iii)
Promptly after receipt by an indemnified party under this Section (d) of notice
of the threat or commencement of any action, such indemnified party shall,
if a
claim in respect thereof is to be made against an indemnifying party hereunder,
notify each such indemnifying party in writing thereof, but the omission so
to
notify an indemnifying party shall not relieve it from any liability which
it
may have to any indemnified party to the extent that the indemnifying party
is
not prejudice as a result thereof. In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party of
the
commencement thereof, the indemnifying party shall be entitled to participate
in
and, to the extent it shall wish, to assume and undertake the defense thereof
with counsel reasonably satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election
so
to assume and undertake the defense thereof, the indemnifying party shall not
be
liable to such indemnified party under this Section (d) for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so elected; provided, however, that, if the defendants in any such action
include both an indemnified party and an indemnifying party and the related
indemnified party shall have reasonably concluded that there
may
be
reasonable defenses available to it which are different from or additional
to
those available to the indemnifying party or if the interests of the indemnified
party reasonably may be believed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by
the
indemnifying party as incurred. No indemnifying party shall be subject to any
liability for any settlement made without consent which shall not be
unreasonably withheld. No indemnifying party shall consent to the 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 with respect to such claim or litigation.
(e) Any
notice or request herein required or permitted to be given to any party
hereunder shall be given in writing and shall be personally delivered or sent
to
such party by prepaid mail at the address set forth below the signature of
such
party hereto or at such other address as such party may designate by written
communication to the other party to this Agreement. Each notice given in
accordance with this paragraph shall be deemed to have been given, if personally
delivered, on the date personally delivered, or, if mailed, on the third day
following the day on which it is deposited in the US mail, certified or
registered mail, return receipt requested, with postage prepaid.
(f) This
Agreement embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether written or oral, relating to the subject
matter hereof. This Agreement shall be governed by the laws of the State of
Texas without regard to conflict of law principles. Venue for any dispute
arising hereunder should lie in the State or federal courts of Xxxxxx County,
Texas. This Agreement may not be amended, supplemented, waived, or terminated
except by written instrument executed by the Company and Stockholder. No waiver
of any provision of this Agreement shall constitute a waiver of any other
provision of this Agreement, nor shall such waiver constitute a waiver of any
subsequent breach of such provision. This Agreement shall be binding upon and
shall inure to the benefit of each party hereto and his or its respective
successors, heirs, assigns, and legal representatives, but neither this
Agreement nor any rights hereunder may be assigned by any party hereto without
the consent in writing of the other party. This Agreement may be executed in
two
or more counterparts, each of which shall be deemed an original, but all of
which together constitute one and the same instrument. A
party
may execute this Agreement and transmit its signature by facsimile, which shall
be fully binding, and the party taking such actions shall deliver a manually
signed original as soon as is practicable.
[The
Remainder of this Page Left Intentionally Blank]
[Signature
Page to Registration Rights Agreement]
IN
WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first
date written above.
By:_________________________________
Xxxx
X’Xxxxx
Co-CEO
and Chief Financial Officer
Address: 00000
Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxx,
Xxxxx 00000
EXHIBIT
A
Stockholder’s
Signature Page to Registration Rights Agreement
|
“Stockholder”
___________________________________
Signature
Printed
Name
Street
Address
City,
State, Zip Code
|
|
Date:
August 24, 2006
Number
of Registrable Shares:
Common
Shares issued:
Warrants
Agreement :
|
