PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Exhibit
10.14
This
Piggyback Registration Rights Agreement (this “Agreement”)
is
made and entered into as of the 18th day of September 2007 between True North
Energy Corporation, a Nevada corporation (the “Company”),
and
Prime Natural Resources, Inc., a Texas corporation (the “Holder”).
RECITALS:
WHEREAS,
in connection with the purchase from the Holder by the wholly-owned subsidiary
of the Company of certain assets, the Company has issued to the Holder 1,928,375
shares of Common Stock of the Company (the “Shares”);
and
WHEREAS,
the Company has agreed to provide certain piggyback registration rights under
the Securities Act with respect to the Shares on the terms set forth
herein;
NOW,
THEREFORE,
in
consideration of the mutual promises, representations, warranties, covenants,
and conditions set forth herein, the Company and the Holder hereby agree as
follows:
1. Certain
Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
“Blackout
Period”
means,
with respect to a registration, a period, in each case commencing on the day
immediately after the Company notifies the Holder that it is required, because
of the occurrence of an event of the kind described herein or in Section 4(c)
hereof, to suspend offers and sales of Registrable Securities during which
the
Company, in the good faith judgment of its board of directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing
activity, or other significant transaction involving the Company, or the
unavailability for reasons beyond the Company’s control of any required
financial statements, or any other event or condition of similar significance
to
the Company, disclosure of which information is in its best interest not to
publicly disclose) that the registration and distribution of the Registrable
Securities to be covered by such Registration Statement, if any, would be
seriously detrimental to the Company and its stockholders due to the potential
impact on such acquisition, financing activity or other significant transaction,
event or condition and the sale of Registrable Securities would require
disclosure of material nonpublic information not otherwise required to be
disclosed under applicable law, and ending on the earlier of (1) the date upon
which the material non-public information commencing the Blackout Period is
disclosed to the public or ceases to be material and (2) such time as the
Company notifies the Holder that the Company will no longer delay such filing
of
the Registration Statement, recommence taking steps to make such Registration
Statement effective, or allow sales pursuant to such Registration Statement
to
resume.
“Commission”
means
the U.S. Securities and Exchange Commission or any other federal agency at
the
time administering the Securities Act.
“Common
Stock”
means
the common stock, par value $0.0001 per share, of the Company and any and all
shares of capital stock or other equity securities of: (i) the Company which
are
added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any
distribution or the reclassification, readjustment, recapitalization or other
such modification of the capital structure of the Company; and (ii) any other
corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from
any
consolidation or reorganization to which the Company is a party, or to which
is
sold all or substantially all of the shares or assets of the Company.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.
“Piggyback
Registration”
means,
in any registration of Common Stock referenced in Section 3(a) or 3(b), the
right of the Holder to include the Registrable Securities of such Holder in
such
registration.
“register,”
“registered,”
and
“registration”
refer
to a registration effected by preparing and filing a registration statement
in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement by the Commission.
“Registrable
Securities”
means
the Shares, upon original issuance thereof, and at all times subsequent thereto,
including upon the transfer thereof by the original holder or any subsequent
holder as provided herein and any shares or other securities issued in respect
of such Shares because of or in connection with any stock dividend, stock
distribution, stock split, purchase in any rights offering or in connection
with
any exchange for or replacement of such Shares or any combination of shares,
recapitalization, merger or consolidation, or any other equity securities issued
pursuant to any other pro rata distribution with respect to the Common Stock.
“Registration
Statement”
means
a
registration statement of the Company under the Securities Act.
“Rule
144”
means
Rule 144 promulgated by the Commission under the Securities Act.
“Securities
Act”
means
the Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.
2. Term. This
Agreement shall continue in full force and effect until the earlier of (i)
such
time as the Registrable
Securities
are
eligible for sale under Rule 144(k) or (ii) such time as the Registrable
Securities are saleable, without restriction, pursuant to an available exemption
from registration under the Securities Act.
3. Piggyback
Registration Rights.
(a) Grant
of Rights.
If the
Company at any time proposes to file a Registration Statement (other than upon
Form X-0, Xxxx X-0, or any successor form) with the Commission relating to
the
Company’s Common Stock, the Company shall promptly give to the Holder written
notice thereof (and in no event shall such notice be given less than 20 calendar
days prior to the filing of such Registration Statement). If requested by the
Holder in writing within 10 calendar days after receipt of such written notice
from the Company, the Company shall include all of the Registrable Securities
specified in the written request delivered by the Holder in such registration.
However, the Company may, without the consent of the Holder, withdraw such
Registration Statement prior to its becoming effective.
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(b) Underwriting.
If the
registration relates to an underwritten public offering, the Company shall
so
advise the Holder. In that event, the right of the Holder to Piggyback
Registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of the Registrable Securities in the underwriting
to the extent provided herein. The Holder shall (together with the Company
and
any other stockholders of the Company selling their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter selected for such underwriting by the Company or the selling
stockholders, as applicable. Notwithstanding anything herein to the contrary,
except to the extent otherwise required by applicable law, neither Holder nor
any of its affiliates (other than the Company), officers, directors, managers,
members, stockholders or representatives shall be required directly or
indirectly to make any representations or warranties other than representations
or warranties regarding such Holder, its ownership of and title to the
Registrable Securities and its intended method of distribution. Notwithstanding
any other provision of this Section, if the underwriter determines in good
faith
that marketing factors require a limitation on the number of shares of Common
Stock or the amount of other securities to be underwritten, the underwriter
may
exclude some or all of the Registrable Securities from such registration and
underwriting. Shares of Common Stock in such underwritten offering shall be
allocated, first, to any person exercising rights that are the basis for such
registration statement, second, to the Company, third, to one or more lenders
of
the Company that were issued such shares of Common Stock by the Company in
connection with a financing transaction with the Company, according to the
terms
and conditions of such registration rights granted such lenders, or in such
other proportions as shall be mutually agreed to among such lenders, and fourth,
pari passu among any shares of Common Stock proposed to be sold by one or more
holders of piggyback registration rights (including Holder), or in such other
proportions as shall be mutually agreed to among such selling stockholders.
The
Company shall so advise the Holder. No Registrable Securities excluded from
the
underwriting by reason of the underwriter’s marketing limitation shall be
included in such registration.
(c) Registration
for Valens.
Notwithstanding any other provision of this Agreement, if the Company files
a
Registration Statement relating to shares of Common Stock to be sold by Valens
U.S. SPV I, LLC (“Valens I”) or Valens Offshore SPV II, Corp. (“Valens II”) or
any affiliates of Valens I or Valens II (collectively, “Valens”) pursuant to
Section 2 of the Registration Rights Agreements by and between the Company
and
each of Valens I and Valens II dated as of September 18, 2007 (as amended,
modified or supplemented from time to time), if the Commission will not permit
the Registration Statement to be declared effective unless the number of shares
included in such Registration Statement are reduced, the Company may exclude
some or all of the Registrable Securities from such registration. In the event
that the shares of Common Stock in such offering are reduced, the remaining
shares of Common Stock shall be allocated, first, to Valens, second, to one
or
more other lenders of the Company that were issued such shares of Common Stock
by the Company in connection with a financing transaction with the Company,
according to the terms and conditions of such registration rights granted such
lenders, or in such other proportions as shall be mutually agreed to among
such
lenders and third, pari passu among any shares of Common Stock proposed to
be
sold by one or more holders of piggyback registration rights (including Holder),
or in such other proportions as shall be mutually agreed to among such selling
stockholders. No Registrable Securities excluded from the offering by reason
of
the foregoing shall be included in such registration.
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(d) Reduction
of Shares Required by Commission.
Notwithstanding any other provision of this Agreement, the Registrable
Securities or any shares may be removed from a Registration Statement to the
extent necessary for the Commission to declare the Registration Statement
effective, in the order provided in Section 3(b) (regardless of whether
underwritten or not) or Section 3(c), as applicable.
4.
Obligations
of the Company.
In
connection with the registration of the Registrable Securities, the Company
shall do each of the following:
(a) The
Company shall keep effective the registration or qualification contemplated
by
Section 3 and shall from time to time amend or supplement each applicable
Registration Statement, preliminary prospectus, final prospectus, application,
document and communication for such period of time as shall be required to
permit the Holder to complete the offer and sale of the Registrable Securities
covered thereby (but in no event longer than 180 days) or, in the case of an
underwritten offering, until such time as the offering has been terminated.
The
Company shall in no event be required to keep any such registration in effect
after the Registrable Securities can be sold without restriction. The Company
shall notify the Holder when a Registration Statement (or amendment or
supplement thereto) including the Registrable Securities is filed and/or
declared effective by the Commission.
(b) Furnish,
without charge, to the Holder of Registrable Securities covered by a
Registration Statement (i) a reasonable number of copies of such Registration
Statement (including any exhibits thereto other than exhibits incorporated
by
reference), each amendment and supplement thereto as such Holder may reasonably
request, (ii) such number of copies of the prospectus included in such
Registration Statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 of the Securities Act) as such Holder may
reasonably request, in conformity with the requirements of the Securities Act,
and (iii) such other documents as such Holder may require to consummate the
disposition of the Registrable Securities covered by such Registration Statement
owned by such Holder, but only while the Registration Statement is effective.
(c) As
promptly as practicable after becoming aware of such event, notify Holder of
the
happening of any event, which comes to the Company’s attention, that will, after
the occurrence of such event, cause the prospectus included in such Registration
Statement, if not amended or supplemented, to contain an untrue statement of
a
material fact or an omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and the
Company shall promptly thereafter (or, in the case of a Blackout Period, at
the
conclusion thereof, if required) prepare and furnish to Holder a supplement
or
amendment to such prospectus (or prepare and file appropriate reports under
the
Exchange Act) so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement
of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
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(d) As
promptly as practicable after becoming aware of such event, notify Holder of
the
issuance by the Commission of any stop order or other suspension of
effectiveness of the Registration Statement pursuant to which Registrable
Securities are being offered or sold.
(e) Use
its
commercially reasonable efforts to register or qualify, or obtain exemption
from
registration or qualification for, all Registrable Securities by the time the
applicable Registration Statement is declared effective by the Commission under
all applicable state securities or “blue sky” laws of such domestic
jurisdictions as Holder shall reasonably request in writing, keep each such
registration or qualification or exemption effective during the period such
Registration Statement is required to be kept effective (but in no event longer
than as provided under Section 4(a) above) and do any and all other acts and
things that may be reasonably necessary or advisable to enable such Holder
to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided,
however,
that
the Company shall not be required to (i) qualify generally to do business in
any
jurisdiction or to register as a broker or dealer in such jurisdiction where
it
would not otherwise be required to qualify but for this Section, or (ii) subject
itself to taxation in any such jurisdiction.
(f) In
the
case of an underwritten offering, use its commercially reasonable efforts to
furnish or caused to be furnished to Holder and the underwriters a signed
counterpart, addressed to Holder and the underwriters, of: (i) an opinion of
counsel for the Company, dated the date of each closing under the underwriting
agreement, reasonably satisfactory to the underwriters; and (ii) a “comfort”
letter, dated the effective date of such Registration Statement and the date
of
each closing under the underwriting agreement, signed by the independent public
accountants who have certified the Company’s financial statements included in
such Registration Statement, covering substantially the same matters with
respect to such Registration Statement (and the prospectus included therein)
and
with respect to events subsequent to the date of such financial statements,
as
are customarily covered in accountants’ letters delivered to underwriters in
underwritten public offerings of securities, and such other financial matters
as
the underwriters may reasonably request and customarily obtained by underwriters
in underwritten offerings, provided
that, to
be an addressee of the comfort letter, Holder may be required to confirm that
it
is in the category of persons to whom a comfort letter may be delivered in
accordance with applicable accounting literature.
(g) Use
its
commercially reasonable efforts (including seeking to cure in the Company’s
listing or inclusion application any deficiencies cited by the exchange) to
list
or include all Registrable Securities on any exchange or over-the-counter market
or quotation system on which the Common Stock is then listed or
quoted.
(h) Take
all
other reasonable actions necessary to expedite and facilitate the disposition
by
the Holder of the Registrable Securities pursuant to the Registration
Statement.
5. Suspension
of Offers and Sales.
Holder
agrees that, upon receipt of any notice from the Company of the happening of
any
event of the kind described in Section 4(c) hereof or of the commencement of
a
Blackout Period, such Holder shall discontinue the disposition of Registrable
Securities included in the Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section
4(c) hereof or notice of the end of the Blackout Period, and, if so directed
by
the Company, such Holder shall deliver to the Company (at the Company’s expense)
all copies (including, without limitation, any and all drafts), other than
permanent file copies, then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.
5
6. Registration
Expenses.
The
Company shall pay all expenses in connection with any registration obligation
provided herein, including, without limitation, all registration, filing, stock
exchange fees, printing expenses, all fees and expenses of complying with
applicable securities laws, and the fees and disbursements of counsel for the
Company and of its independent accountants; provided,
that,
in any underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided in this Section
and Section 9, the Company shall not be responsible for the expenses of any
attorney or other advisor employed by Holder.
7. Assignment
of Rights.
Holder
may assign its rights under this Agreement to any party without the prior
consent of the Company only in connection with, and in compliance with the
terms
and conditions of, a transfer, in whole or in part, of the Registrable
Securities, provided
that
such transferees agree to be bound by the provisions hereof. To the extent
the
Holder transfers any of the Registrable Securities, the obligations of the
Holder and subsequent transferees hereunder shall be several and not joint.
8. Information
by Holder.
To the
extent that Holder includes the Registrable Securities in any registration,
Holder shall furnish to the Company such information as the Company may
reasonably request in writing regarding Holder and the distribution proposed
by
such Holder.
9. Indemnification.
(a) In
the
event of the offer and sale of Registrable Securities under the Securities
Act,
the Company shall, and hereby does, indemnify and hold harmless, to the fullest
extent permitted by law, Holder, its directors and officers, and each person,
if
any, who controls or is under common control with Holder within the meaning
of
Section 15 of the Securities Act or Section 20(a) of the Securities Exchange
Act
of 1934, as amended (the “Exchange
Act”)
(each,
an “Indemnified
Person”),
against any losses, claims, damages or liabilities, joint or several, and
expenses (collectively, “Claims”)
to
which any of the Indemnified Persons may become subject under the Securities
Act
or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon
any
untrue or alleged untrue statement of any material fact contained in any
Registration Statement prepared and filed by or on behalf of the Company under
which Registrable Securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any other materials prepared
by the Company used or to be used in connection with the offer or sale of
Registrable Securities, or any omission or alleged omission to state therein
a
material fact required to be stated or necessary to make the statements therein
(in the case of a prospectus, in light of the circumstances in which they were
made) not misleading. Subject to subpart (c) of this Section, the Company shall
reimburse each Indemnified Person for any legal or any other expenses reasonably
incurred by them in connection with investigating, defending or settling any
such Claim. Notwithstanding anything to the contrary contained herein, the
Company shall not be liable for indemnification (i) to the extent that any
such
Claim (or action or proceeding in respect thereof) or expense arises out of
or
is based upon an untrue statement in or omission from such Registration
Statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement or other materials in reliance upon and
in
conformity with written information furnished to the Company by or on behalf
of
any Indemnified Person for use in the preparation thereof or (ii) to the extent
such Claim is based solely on a failure of the Indemnified Person to deliver
or
cause to be delivered the prospectus made available by the Company, if such
delivery was required, or (iii) to the extent related to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer
of
the Registrable Securities by the Holder.
6
(b) As
a
condition to including Registrable Securities in any Registration Statement
filed pursuant to this Agreement, Holder agrees to be bound by the terms of
this
Section 9 and to indemnify and hold harmless, to the fullest extent permitted
by
law, the Company, its directors and officers, and each other person, if any,
who
controls the Company within the meaning of Section 15 of the Securities Act
or
Section 20(a) of the Exchange Act, against any Claims to which the Company
or
any such director or officer or controlling person may become subject under
the
Securities Act or otherwise, insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon an untrue or alleged untrue material statement in or omission (as provided
for in subpart (a) of this Section) from such Registration Statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement thereto, or any other materials prepared by the Company used or
to be
used in connection with the offer or sale of Registrable Securities, made in
reliance upon and in conformity with written information furnished by the Holder
for use in the preparation thereof. Subject to subpart (c) of this Section,
such
Holder shall reimburse the Company, and each such director, officer, and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating, defending, or settling any such Claim;
provided,
however,
that
such indemnity agreement found in this Section 9(b) shall in no event exceed
the
proceeds received by such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Notwithstanding anything
to
the contrary contained herein, Holder shall not be liable for indemnification
to
the extent related to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of Holder, which consent shall
not
be unreasonably withheld. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any
such
director, officer or controlling person and shall survive the transfer of the
Registrable Securities by Holder.
(c) Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to
the
indemnifying party of the commencement of such action; provided,
that
the failure of any indemnified party to give notice as provided herein shall
not
relieve the indemnifying party of its obligations under this Section, except
to
the extent that the indemnifying party is actually prejudiced by such failure
to
give notice. In case any such action is brought against an indemnified party,
unless in the reasonable judgment of counsel to such indemnified party a
conflict of interest between such indemnified and indemnifying parties may
exist
or the indemnified party may have defenses not available to the indemnifying
party in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume 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 the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of
the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of investigation. Neither an
indemnified nor an indemnifying party shall be liable for any settlement of
any
action or proceeding effected without its consent. No indemnifying party shall,
without the consent of the indemnified party, 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 of such claim or litigation.
Notwithstanding anything to the contrary set forth herein, and without limiting
any of the rights set forth above, in any event any party shall have the right
to retain, at its own expense, counsel with respect to the defense of a
claim.
7
(d) If
an
indemnifying party does or is not permitted to assume the defense of an action
pursuant to Sections 9(c) or in the case of the expense reimbursement obligation
set forth in Sections 9(a) and (b), the indemnification required by Sections
9(a) and 9(b) shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills received or
expenses, losses, damages, or liabilities are incurred.
(e) If
the
indemnification provided for in Section 9(a) or 9(b) is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any Claim referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall (i) contribute to the amount paid or
payable by such indemnified party as a result of such Claim as is appropriate
to
reflect the proportionate relative fault of the indemnifying party on the one
hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact
or omission relates to information supplied by the indemnifying party or the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission), or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law or provides a lesser sum to the indemnified party
than the amount hereinafter calculated, not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations.
No
indemnified party guilty of fraudulent misrepresentation (within the meaning
of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any
indemnifying party who was not guilty of such fraudulent misrepresentation.
In
no event shall Holder be required to contribute any amount in excess of the
amount by which proceeds received by Holder from sales of Registrable Securities
exceeds the amount of any damages that Holder has otherwise been required to
pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.
8
10. Rule
144 Reporting.
With
a
view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to, so long as any Holder owns any
Registrable Securities:
(a) make
and
keep adequate current public information available, as those terms are
understood and defined in Rule 144(c) at all times after the date hereof;
and
(b) use
its
commercially reasonable efforts to file (including electronically on XXXXX)
with
the Commission in a timely manner all reports and other documents required
to be
filed by the Company under the Securities Act and the Exchange Act (at any
time
during which it is subject to such reporting requirements).
10. Miscellaneous.
(a) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
United States of America and the State of Texas, both substantive and remedial,
without regard to Texas conflicts of law principles. Any
judicial proceeding brought against either of the parties to this Agreement
or
any dispute arising out of this Agreement or any matter related hereto shall
be
brought in the courts of the State of Texas,
or
in the
United States District Court for the Southern District of Texas and, by its
execution and delivery of this Agreement, each party to this Agreement accepts
the jurisdiction of such courts. The foregoing consent to jurisdiction shall
not
be deemed to confer rights on any person other than the parties to this
Agreement.
(b) Remedies.
In the
event of a breach by the Company or by Holder of any of their respective
obligations under this Agreement, Holder or the Company, as the case may be,
in
addition to being entitled to exercise all rights granted by law and under
this
Agreement, including recovery of damages, shall be entitled to specific
performance of its rights under this Agreement. The Company and Holder agree
that monetary damages would not provide adequate compensation for any losses
incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall not assert or shall waive the
defense that a remedy at law would be adequate.
(c) Successors
and Assigns.
Except
as otherwise provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors and permitted assigns of the parties
hereto.
(d) Entire
Agreement.
This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subjects hereof.
(e) Notices,
etc.
All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, by electronic
mail, or by courier or overnight carrier, to the persons at the addresses set
forth below (or at such other address as may be provided hereunder), and shall
be deemed to have been delivered as of the date so delivered:
If
to the
Company to:
True
North Energy Corporation
0000
Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxxxx, Xxxxx 00000
Attention:
Xxxx X. Folnovic, President
Facsimile:
000-000-0000
9
with
copy
to:
Gottbetter
& Partners, LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxxx Xxxxxxxx, Esq.
Facsimile:
(000) 000-0000
If
to the
Holder:
To
the
Holder at the address set forth on the signature page hereto or at such other
address as any party shall have furnished to the other parties in
writing.
(f) Delays
or Omissions.
No
delay or omission to exercise any right, power or remedy accruing to any Holder,
upon any breach or default of the Company under this Agreement, shall impair
any
such right, power or remedy of such Holder nor shall it be construed to be
a
waiver of any such breach or default, or an acquiescence therein, or of any
similar breach or default thereunder occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval
of
any kind or character on the part of any Holder of any breach or default under
this Agreement, or any waiver on the part of any Holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only
to
the extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
(g) Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
enforceable against the parties actually executing such counterparts, and all
of
which together shall constitute one instrument. In the event that any signature
is delivered by facsimile transmission, such signature shall create a valid
and
binding obligation of the party executing (or on whose behalf such signature
is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.
(h) Severability.
In the
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not
in any way be affected or impaired thereby.
10
(i) Amendments.
The
provisions of this Agreement may be amended at any time and from time to time,
and particular provisions of this Agreement may be waived, with and only with
an
agreement or consent in writing signed by the Company and the
Holder.
(j) No
Inconsistent Terms.
The
Company represents, warrants and agrees that (i) the rights granted to Holder
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company under any other agreement and (ii) the Company has
not
entered into any agreement that is inconsistent with the rights granted to
Holder in this Agreement or otherwise conflicts with the provisions
hereof.
[SIGNATURE
PAGES FOLLOW]
11
This
Piggyback Registration Rights Agreement is hereby executed as of the date first
above written.
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COMPANY:
TRUE NORTH ENERGY CORPORATION
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| |
|
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| By: | /s/ Xxxx X. Folnovic | |
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Name: Xxxx X. Folnovic |
||
| Title: President and CEO | ||
[SIGNATURE
PAGE OF HOLDER FOLLOWS]
This
Piggyback Registration Rights Agreement is hereby executed as of the date first
above written.
|
HOLDER:
PRIME
NATURAL RESOURCES, INC.
|
||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
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Xxxx X. Xxxxx
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|
(Print Name) |
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| CFO | ||
|
(Print Title) |
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| Address for notices: | ||
| 0000 Xxxx Xxxx Xxxx | ||
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| Xxxxx 0000 | ||
|
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| Xxxxxxx, XX 00000 | ||
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City
State
Zip
Code
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