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EXHIBIT 10.6
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement"), dated as of May 18,
2000, is between United States Exploration, Inc., a Colorado corporation (the
"Corporation"), and Xxxxx X. Xxxxxx (the "Investor").
RECITALS
The Investor is purchasing 3,000,000 shares of Common Stock, $.01 par value
("Common Stock"), of the Corporation pursuant to a letter agreement dated as of
April 21, 2000 (the "Letter Agreement"), between the Corporation and the
Investor. The execution and delivery of this Agreement is a condition precedent
to the obligations of the Investor under the Letter Agreement.
AGREEMENT
Accordingly, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement:
(a) "Affiliate" is used as defined in the Securities Act.
(b) "Commission" means the Securities and Exchange commission or any
other federal agency at the time administering the Securities Act.
(c) "Person" means a natural person, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof.
(d) "Registrable Shares" means at any time (i) the Common Stock
purchased by the Investor pursuant to the Letter Agreement, (ii) any other
shares of Common Stock owned by the Investor or any Affiliate of the Investor
that are not then eligible for sale to the public without restriction under the
Securities Act, whether as a result of the circumstances under which they were
issued or acquired or as a result of the fact that the Investor or such
Affiliate of the Investor is an Affiliate of the Company, (iii) any shares of
Common Stock then outstanding which were issued as, or were issued directly or
indirectly upon the conversion or exercise of other securities issued as, a
dividend or other distribution with respect to or in replacement of other
Registrable Shares; and (iv) any shares of Common Stock then issuable directly
or indirectly upon the conversion or exercise of other securities which were
issued as a dividend or other distribution
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with respect to or in replacement of other Registrable Shares; provided, that
Registrable Shares shall not include any shares (x) the sale of which has been
registered pursuant to the Securities Act and which shares have been sold
pursuant to such registration or (y) which have been sold to the public pursuant
to Rule 144 of the Commission under the Securities Act. For purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Shares whenever
such Person has the then existing right to acquire such Registrable Shares (by
exercise, conversion or otherwise), whether or not such acquisition has actually
been effected.
(e) "Registration Expenses" has the meaning ascribed to it in Section 6
of this Agreement.
(f) "Securities Act," means the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
(g) "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect from time to
time.
2. Demand Registrations.
(a) Requests for Registration. The holders of 50% or more of the then
existing Registrable Shares at any time may require the Corporation to register
under the Securities Act of all or part of their Registrable Shares. In order to
exercise that right, such holders shall give a written notice to the Corporation
requesting such registration and specifying the number of Registrable Shares to
be registered and the plan of distribution for such shares, including the
identity of the proposed managing underwriter or underwriters if the
registration relates to an underwritten public offering. Within ten days after
receipt of any request pursuant to this Section 2(a), the Corporation will give
written notice thereof to all other holders of Registrable Shares (including a
copy of the demand notice) and will include in such registration all Registrable
Shares with respect to which the Corporation has received written requests for
inclusion therein within 20 days after the receipt of the Corporation's notice.
A registration pursuant to this Section 2(a) is referred to as a "Demand
Registrations."
(b) Number of Demand Registrations. The Corporation shall be obligated
to register Registrable Shares in a Demand Registration on three occasions only.
However, a registration will not count as a Demand Registration until it has
become effective and unless the holders of Registrable Shares requesting such
Registration are able to register and sell at least 90% of the Registrable
Shares requested to be included in such registration; provided, however, that a
registration that is withdrawn at the request of the holders of Registrable
Shares who demanded such Demand Registration after it has been filed with the
Commission will count as a Demand Registration unless the Company is reimbursed
by holders of Registrable Shares for all reasonable out-of-pocket expenses
incurred by the Company in connection with such registration.
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The Corporation shall not be required to effect a Demand Registration if the
number of shares requested to be registered is less than 2% of the shares of
Common Stock then outstanding.
(c) Selection of Underwriter. If a Demand Registration relates to an
underwritten public offering, the holders of a majority of the Registrable
Shares specified in the original request notice under Section 2(a) may designate
the managing underwriters for such offering, subject to the approval of the
Corporation, which approval may not be unreasonably withheld.
(d) Priority in Demand Registrations. The Corporation shall not
include, or allow other holders to include, shares of Common Stock or other
securities in a Demand Registration without the written consent of the holders
of a majority of the Registrable Shares specified in the original request notice
under Section 2(a). If the number of Registrable Shares requested to be included
in a Demand Registration relating to an underwritten public offering exceeds the
number of shares which the managing underwriters believe can be sold in such
offering, the number of Registrable Shares to be included in the registration
shall be allocated pro rata among the respective holders who have requested that
Registrable Shares be included in such registration on the basis of the number
of Registrable Shares owned by such holders, with further successive pro rata
allocations among the holders of Registrable Shares if any such holder of
Registrable Shares has requested the registration of less than all such
Registrable Shares it is entitled to register.
(e) Restrictions on Registrations. The Corporation may postpone for up
to 120 days the filing of a registration statement for a Demand Registration if
the Corporation reasonably believes that such Demand Registration will have a
material adverse effect on any proposal or plan by the Corporation or any of its
subsidiaries to engage in any acquisition of assets (other than in the ordinary
course of business) or any merger, consolidation, tender offer or other
significant transaction; provided that the Corporation shall have the right to
so postpone such filing only one time during any period of fourteen consecutive
months.
3. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Corporation proposes to register
any of its securities under the Securities Act (other than a Demand
Registration) and the registration form to be used may be used for the
registration of Registrable Shares, the Corporation will give prompt written
notice to all holders of Registrable Shares of its intention to effect such a
registration (which notice shall be given not less than 30 days prior to the
date the registration statement is to be filed) and will include in such
registration all Registrable Shares with respect to which the Corporation has
received written requests for inclusion therein within 20 days after the receipt
of the Corporation's notice. A registration in which Registrable Shares are
included under this Section 3(a) is referred to as a "Piggyback Registration."
(b) Priority on Primary Piggyback Registrations. If a Piggyback
Registration is a primary registration on behalf of the Corporation in
connection with an underwritten
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public offering, and the managing underwriters advise the Corporation in writing
that in their opinion the number of securities requested to be included in such
registration by the Company and by other shareholders (including Registrable
Shares) exceeds the number which can be sold in such offering, the Corporation
will include in such registration (i) first, the securities the Corporation
proposes to sell, (ii) second, the number of Registrable Shares requested to be
included in such registration which in the opinion of such underwriters can be
sold, pro rata among the holders of such Registrable Shares on the basis of the
number of Registrable Shares owned by such holders, with further successive pro
rata allocations among the holders of Registrable Shares if any such holder of
Registrable Shares had requested the registration of less than all such
Registrable Shares it is entitled to register, and (iii) third, other securities
requested to be included in such registration.
(c) Priority on Secondary Piggyback Registrations. If a Piggyback
Registration is a secondary registration on behalf of holders of the
Corporation's securities in connection with an underwritten public offering, and
the managing underwriters advise the Corporation in writing that in their
opinion the number of securities (including Registrable Shares) requested to be
included in such registration by all prospective sellers exceeds the number
which can be sold in such offering, the Corporation will include in such
registration (i) first, the securities requested to be included therein by the
holders of the Corporation's securities demanding such registration pursuant to
a pre-existing contractual right to require the Corporation to effect the
registration, (ii) second, the number of Registrable Shares requested to be
included in such registration which in the opinion of such underwriters can be
sold, pro rata among the holders of such Registrable Shares on the basis of the
number of Registrable Shares owned by such holders, with further successive pro
rata allocations among the holders of Registrable Shares if any such holder of
Registrable Shares has requested the registration of less than all such
Registrable Shares it is entitled to register, and (iii) third, other securities
requested to be included in such registration.
(d) Other Registrations. If the Corporation has previously received a
demand for a Demand Registration pursuant to Section 2 or has previously filed a
registration statement with respect to Piggyback Registration pursuant to this
Section 3, and if such previous request or registration has not been withdrawn
or abandoned, without the written consent of the holders of a majority of the
Registrable Shares included or to be included in such registration, the
Corporation will not file or cause to be effected any other registration of any
of its equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on Form
S-8 or any successor form), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of 180 days has elapsed
from the effective date of such Demand Registration or Piggyback Registration,
as the case may be.
4. Holdback Agreements.
(a) Each of the holders of Registrable Shares agrees not to effect any
public sale or distribution of equity securities of the Corporation, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 20 days prior to and the 180 days after
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the effective date of any underwritten Demand Registration (except as part of
such underwritten registration), unless the underwriters managing the registered
public offering otherwise agree.
(b) The Corporation agrees to use all reasonable efforts to cause each
holder of at least 1% (on a fully-diluted basis) of its equity securities (other
than equity securities acquired in a public trading market), or any securities
convertible into or exchangeable or exercisable for such securities, purchased
from the Corporation at any time after the date of this Agreement (other than in
a registered public offering) to agree not to effect any public sale or
distribution of any such securities during the periods described in Section 4(a)
(except as part of such underwritten registration, if otherwise permitted),
unless the underwriters managing the registered public offering otherwise agree.
5. Registration Procedures.
(a) Whenever the holders of Registrable Shares have demanded or
requested that any Registrable Shares be registered pursuant to this Agreement,
the Corporation will use its best efforts, as soon as reasonably practicable, to
effect the registration of such Registrable Shares in accordance with the
intended method of disposition thereof, and pursuant thereto the Corporation
will as expeditiously as possible:
(i) 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 and remain effective for such period as may be
reasonably necessary to effect the sale of such securities, not to exceed nine
months; provided, however, that (A) in the case of a Demand Registration, such
registration statement shall be filed not less than 45 days after the notice
requesting the registration is received under Section 2(a) and (B) in the case
of a Piggyback Registration, the Company shall at all times control the timing
of such registration and may elect not to file or withdraw such registration at
any time and for any reason;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
a period of not less than nine months (or such longer period as is necessary for
the underwriters in an underwritten offering to sell unsold allotments) and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(iii) furnish to each seller of Registrable Shares and the
underwriters of the securities being registered such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such seller or underwriters may reasonably request
in order to facilitate the disposition of the Registrable Shares owned by such
seller or the sale of such securities by such underwriters;
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(iv) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as any
seller reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Shares owned by such seller
(provided, however, that the Corporation will not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subsection or (y) consent to general service of
process in any such jurisdiction);
(v) cause all such Registrable Shares to be listed or authorized
for quotation on each securities exchange or automated quotation system on which
similar securities issued by the Corporation are then listed or quoted;
(vi) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such registration
statement;
(vii) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable Shares being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Shares;
(viii) make available for inspection by the holders of
Registrable Shares included in the registration, any underwriter participating
in any disposition pursuant to such registration, and any attorney, accountant
or other agent retained by any such holder or underwriter, all financial and
other records, pertinent corporate documents and properties of the Corporation,
and cause the Corporation's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement;
(ix) notify each holder of Registrable Shares included in the
registration, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;
(x) notify each holder of Registrable Shares included in the
registration of any request by the Commission for any amendment or supplement of
such registration statement or prospectus or for additional information;
(xi) prepare and file with the Commission, promptly upon the
request of any holder of Registrable Shares included in the registration, any
amendments or supplements to such registration statement or prospectus which, in
the opinion of counsel selected by the holders of a majority of the Registrable
Shares being registered, is required under the Securities Act or the rules and
regulations thereunder in connection with the distribution of Registrable Shares
by such holder;
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(xii) prepare and promptly file with the Commission, and promptly
notify each holder of Registrable Shares included in the registration of the
need to file and the filing of, any amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Securities Act, any event shall have occurred
as the result of which the registration statement or prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading;
(xiii) advise each holder of Registrable Shares included in the
registration, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such registration statement or the initiation or threatening of
any proceeding for such purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;
(xiv) at least forty-eight hours prior to the filing of any
registration statement or prospectus or any amendment or supplement to such
registration statement or prospectus, furnish a copy thereof to each holder of
Registrable Shares included in the registration and refrain from filing any such
registration statement, prospectus, amendment or supplement to which counsel
selected by the holders of a majority of the Registrable Shares being registered
shall have objected on the grounds that such amendment or supplement does not
comply in all material respects with the requirements of the Securities Act or
the rules and regulations thereunder, unless, in the case of an amendment or
supplement, in the opinion of counsel for the Corporation the filing of such
amendment or supplement is reasonably necessary to protect the Corporation from
any liabilities under any applicable federal or state law and such filing will
not violate applicable laws;
(xv) at the request of any holder of Registrable Shares included
in the registration in connection with an underwritten offering, furnish on the
date or dates provided for in the underwriting agreement: (x) an opinion of
counsel, addressed to the underwriters and the sellers of Registrable Shares,
covering such matters as such underwriters and sellers may reasonably request
and as are customarily covered by the issuer's counsel in an underwritten
offering; and (y) a letter or letters from the independent certified public
accountants of the Corporation addressed to the underwriters and the sellers of
Registrable Shares, covering such matters as such underwriters and sellers may
reasonably request and as are customarily covered in accountant's letters in
connection with an underwritten offering; and
(xvi) otherwise use its best efforts to comply and to enable the
sellers of Registrable Shares to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement in accordance with the intended method of disposition and
to make generally available to its security holders, as soon as reasonably
practicable, an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder.
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(b) Each holder of Registrable Shares that includes Registrable Shares
in a registration under this Agreement agrees as follows:
(i) Such holder shall cooperate as reasonably requested by the
Corporation in connection with the preparation of the registration statement,
and for so long as the Corporation is obligated to file and keep effective the
registration statement, shall provide to the Corporation, in writing, for use in
the registration statement, all such information regarding such seller and its
plan of distribution of the Registrable Shares as may be reasonably necessary to
enable the Corporation to prepare the registration statement and prospectus
covering the Registrable Shares, to maintain the currency and effectiveness
thereof and otherwise to comply with all applicable requirements of law in
connection therewith.
(ii) During such time as such holder may be engaged in a
distribution of the Registrable Shares, such seller shall (x) comply with
Regulation M promulgated under the Securities Exchange Act; (y) distribute the
Registrable Shares under the registration statement solely in the manner
described in the registration statement; and (z) not offer or sell such
Registrable Shares pursuant to such registration statement during the period
from such holder's receipt of written notice from the Corporation that the
registration statement or prospectus covering the Registrable Shares contains
any untrue statement of a material fact or omits a material fact required to be
stated therein or necessary to make the statements therein not misleading until
such holder's receipt of notice from the Company that an amendment or supplement
to the registration statement or prospectus has been filed and become effective
that corrects such untrue statement or omission.
6. Registration Expenses.
(a) All expenses incident to the Corporation's performance of or
compliance with this Agreement, including, without limitation, all registration
and filing fees, fees of transfer agents and registrars, fees and expenses of
compliance with securities or blue sky laws, fees of the National Association of
Securities Dealers, Inc., printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Corporation and its independent
certified public accountants, underwriters (excluding discounts and commissions
attributable to the Registrable Shares included in such registration) and other
Persons retained by the Corporation (all such expenses being herein called
"Registration Expenses"), will be borne by the Corporation. In addition, the
Corporation will pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance obtained by the Corporation arid the expenses
and fees for listing or authorizing for quotation the securities to be
registered on each securities exchange on which any shares of common stock are
then listed or quoted.
(b) In connection with each Demand Registration and Piggyback
Registration effected pursuant to this Agreement, the Corporation will reimburse
the holders of
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Registrable Shares covered by such registration for the reasonable fees and
disbursements of one counsel for the holders chosen by the holders of a majority
of such Registrable Shares.
7. Indemnification.
(a) The Corporation agrees to indemnify each holder who includes
Registrable Shares in a registration pursuant to this Agreement, the officers
and directors of each such holder, each Person who controls any such holder
(within the meaning of the Securities Act or the Exchange Act), each underwriter
in an offering registered pursuant to this Agreement, the officers and directors
of any such underwriter and each Person who controls any such underwriter
(within the meaning of the Securities Act or the Exchange Act) against all
losses, claims, damages, liabilities and expenses (including, without
limitation, attorneys' fees except as limited by Section 7(c)) caused by or
arising from any untrue or alleged untrue statement of a material fact contained
in any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities and expenses are caused by or arise from any information furnished
in writing to the Corporation by such holder or such underwriter expressly for
use therein or by such holder's or underwriter's failure to deliver a copy of
the prospectus or any amendments or supplements thereto after the Corporation
has furnished such holder or underwriter with a sufficient number of copies of
the same. In connection with an underwritten offering, the Corporation shall
enter into an underwriting agreement in customary form containing such
provisions for indemnification and contribution as shall be reasonably requested
by the underwriters. The reimbursements required by this Section 7(a) will be
made by periodic payments during the course of the investigation or defense, as
and when bills are received or expenses incurred.
(b) In connection with any registration statement in which a holder of
Registrable Shares is participating, each such holder will furnish to the
Corporation in writing such information as the Corporation reasonably requests
for use in connection with any registration statement or prospectus and, to the
fullest extent permitted by law, will indemnify the Corporation, its directors
and officers and each Person who controls the Corporation (within the meaning of
the Securities Act) against any losses, claims, damages, liabilities and
expenses (including, without limitation, attorneys' fees except as limited by
Section 7 (c)) resulting from any untrue statement of a material fact contained
in the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
contained in any information furnished in writing by such holder for use in
preparing such registration statement, prospectus, amendment or supplement;
provided that such liability of each holder will be limited to the net amount
received by such holder from the sale of Registrable Shares pursuant to such
registration statement.
(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification
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(provided that the failure to give such notice shall not limit the rights of
such Person) and (ii) unless in such indemnified party's reasonable judgment
(with written advice of counsel) a conflict of interest between such indemnified
and indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
(with written advice of counsel) of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified
parties with respect to such claim.
(d) Each party hereto agrees that, if for any reason the
indemnification contemplated by Section 7(a) or Section 7(b) is unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities or expenses (or actions in respect thereof)
referred to therein, then the indemnifying party and the indemnified party or
parties shall contribute to the amount paid or payable as a result of such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party or parties as well as any other
relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party or parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or indemnified party or parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 7(d)
were determined by pro rata allocation (even if the holders or any underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 7(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party or
parties in connection with investigating or, except as provided in Section 7(c),
defending any such action or claim. Notwithstanding the provisions of this
Section 7 (d), no holder of Registrable Securities shall be required to
contribute an amount greater than the dollar amount of the net proceeds received
by such holder with respect to the sale of any Registrable Shares. 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. No holder shall be required to
contribute under this Section 7(d) unless such holder would be obligated to
indemnify the Company under the literal wording of Section 7(b).
(e) The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf
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of the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities.
8. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.
9. No Inconsistent Agreements. The Corporation will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of the Registrable Shares in this Agreement.
10. Remedies. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
11. Amendments and Waivers. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended or waived at any time only by
the written agreement of the Corporation and the holders of 80 percent of the
then existing Registrable Shares; provided that any such amendment or waiver
shall apply equally to all holders of Registrable Shares. Any waiver, permit,
consent or approval of any kind or character on the part of any such holders of
any provision or condition of this Agreement must be made in writing and shall
be effective only to the extent specifically set forth in writing.
12. Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or not. In
addition and whether or not any express assignment has been made, the provisions
of this Agreement which are for the benefit of purchasers or holders of
Registrable Shares are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Shares who consents in writing to be bound by
this Agreement. However, any successor, assign or holder to have the benefits of
this Agreement must at the request of the Corporation agree to be bound by the
terms hereof.
13. Final Agreement. This Agreement constitutes the final agreement of the
parties concerning the matters referred to herein, and supersedes all prior
agreements and understandings.
14. Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be
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ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
15. Descriptive Heading. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.
16. Notices. Any notices required or permitted to be sent hereunder shall
be delivered personally or mailed, certified mail, return receipt requested, or
delivered by overnight courier service to the following addresses, or such other
addresses as shall be given by notice delivered hereunder, and shall be deemed
to have been given upon delivery, if delivered personally, three business days
after mailing, if mailed, or one business day after delivery to the courier, if
delivered by overnight courier service: (i) if to the holders of Registrable
Shares, to the addresses set forth on the record books of the Corporation; and
(ii) if to the Company, to its principal executive office.
17. Governing Law. The validity, meaning and effect of this Agreement shall
be determined in accordance with the laws of the State of Colorado applicable to
contracts made and to be performed in that state.
18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument. Each
party shall receive a duplicate original of the counterpart copy or copies
executed by it and the corporation.
19. Attorneys' Fees. In the event of any action or suit based upon or
arising out of any actual or alleged breach by any party of any representation,
warranty or agreement in this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys' fees and expenses of such action or suit
from the other party, in addition to any other relief ordered by the court.
This Registration Agreement was executed on the date first set forth above.
United States Exploration, Inc.
By: /s/ F. Xxxxxxx Xxxxxx
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F. Xxxxxxx Xxxxxx
Vice President, acting at the direction of the
Special Committee of the Board of Directors
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx
