EXHIBIT 10(h)
EXECUTION COPY
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REGISTRATION RIGHTS AGREEMENT
Made as of July , 1996
Between
SEVEN SEAS PETROLEUM INC.
as Company
and
THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES HEREOF
as Participants
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XXXXXXXX XXXXX
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BARRISTERS & SOLICITORS
EXECUTION COPY
TABLE OF CONTENTS
SECTION 1 -- DEFINITIONS......................................................2
SECTION 2 -- REQUIRED QUALIFICATIONS..........................................3
SECTION 3 -- PIGGYBACK RIGHTS.................................................5
SECTION 4 -- QUALIFICATION PROCEDURES.........................................6
SECTION 5 -- EXPENSES.........................................................7
SECTION 6 -- INDEMNIFICATION AND CONTRIBUTION.................................8
SECTION 7 -- LISTING ON SECURITIES EXCHANGE...................................9
SECTION 8 -- CERTAIN LIMITATIONS ON QUALIFICATION RIGHTS......................9
SECTION 9 -- SELECTION OF MANAGING UNDERWRITERS..............................10
SECTION 10 -- SUPPLYING INFORMATION..........................................10
SECTION 11 -- CLOSING CERTIFICATE............................................10
SECTION 12 -- ASSIGNMENT.....................................................10
SECTION 13 -- MISCELLANEOUS..................................................10
13.1 Amendment........................................................10
13.2 Successors and Assigns...........................................11
13.3 No Third Party Beneficiaries.....................................11
13.4 Severability.....................................................11
13.5 Counterparts.....................................................11
13.6 Descriptive Headings.............................................11
13.7 Governing Law....................................................11
13.8 Notices..........................................................11
13.9 Further Assurances...............................................11
(i)
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
This Agreement is made as of July , 1996, between
SEVEN SEAS PETROLEUM INC.
"Company"
and
THE OTHER PARTIES LISTED ON THE SIGNATURE
PAGES HEREOF
"Participants"
RECITALS
A. The Company has issued to the Participants special warrants and preferred
shares convertible into common shares of the Company and the Participants other
than Xxxxx Xxxxx have transferred special warrants to Xxxxx Xxxxx; and
B. The Participants desire to provide for certain sale rights and prospectus
qualification requirements in respect of the Participant Shares;
FOR VALUE RECEIVED, the parties agree as follows:
SECTION 1 -- DEFINITIONS
1.1 In this Agreement:
(a) BUSINESS DAY means a day other than Saturday, Sunday or any day on which
Banks located in Toronto or in Vancouver are either permitted or required to
close.
(b) COMMISSION means the Ontario Securities Commission or such other provincial
securities regulatory authority having jurisdiction in the circumstances.
(c) COMMON SHARES means the common shares of the Company.
(d) PARTICIPANTS means the persons other than the Company listed as parties on
the signature pages hereof and any Permitted Transferee, but subject to any such
person or
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Permitted Transferee ceasing to be a Participant at such time as such person or
Permitted Transferee ceases to own any Common Shares or Warrants.
(e) PARTICIPANT SHARES means, collectively or individually, Common Shares owned
by the Participants.
(f) PERMITTED TRANSFEREE means a Person who acquires Participant Shares under
Section 12.1 of this Agreement.
(g) PERSON means an individual, partnership, corporation, association, joint
stock company, trust, joint venture, unincorporated organization or governmental
entity or any department, agency or political subdivision thereof.
(h) PREFERRED SHARES means the voting convertible preferred shares of the
Company.
(i) PROSPECTUS means a prospectus filed with the Commission.
(j) REPORTING ISSUER has the meaning ascribed to such term under the SECURITIES
ACT.
(k) REQUIRED QUALIFICATION has the meaning ascribed to such term in Section 2
hereof.
(l) SHAREHOLDERS VOTING SUPPORT AGREEMENT means the agreement made as of the
date hereof between the Company, Xxxxxx X. Xxxxxx III, Xxxxxx X. Xxxx, Xxxxxx X.
Xxxxxxxxx, Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx with respect to the exercise
by those parties other than the Company of the voting rights attached to their
shares in the Company.
(m) SECURITIES ACT means the SECURITIES ACT (Ontario), as amended, the
regulations thereunder and any related regulation thereto, or any other
applicable securities act of any other province of Canada, the regulations
thereunder and any related regulation thereto.
(n) WARRANTS means the special warrants issued under the Warrant Indenture and
the Preferred Shares.
(o) WARRANT INDENTURE means the special warrant indenture dated as of the date
of this Agreement between the Company and Montreal Trust Company of Canada.
SECTION 2 -- REQUIRED QUALIFICATIONS
2.1 If:
(a) the Company has not obtained on or before September 30, 1996 a final
receipt for a Prospectus qualifying the exchange of the Warrants for
Common Shares without condition or restriction on the resale of such
Common Shares; or
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(b) staff of any Commission exercises its discretion to refuse to issue
a final receipt for a Prospectus qualifying the exchange of the
Warrants for Common Shares without condition or restriction on the
resale of such Common Shares,
then a Participant shall have the right, to be exercised in accordance with the
terms of this Agreement, to required the Company to use its best efforts to
qualify the Participant's Shares for resale to the public under a Prospectus for
which a final receipt has been received from the Commission in each province in
which the Company is, at the date of such Prospectus, a Reporting Issuer (a
"Required Qualification").
2.2 After receipt of a written request from a Participant requesting a Required
Qualification, the Company shall promptly notify all other Participants in
writing of the receipt of such request and each such Participant may elect (by
written notice sent to the Company within 10 Business Days after the date of
such holder's receipt of the Company's notice) to have its Participant Shares
included in the Required Qualification. Thereupon the Company shall, as
expeditiously as is possible, use its best efforts to file a preliminary
Prospectus and a final Prospectus and obtain receipts therefor under the
Securities Act of each province in which the Company is at the time a Reporting
Issuer qualifying all Participant Shares which the Company has been so requested
to qualify by Participants for sale, all to the extent required to permit the
disposition of the Participant Shares so qualified.
2.3 The rights of Participants under sections 2.1 and 2.2 are subject to the
limitations set forth in sections 8.1 and 8.2.
2.4 The Company shall have the opportunity to include in any Required
Qualification common shares of the Company, provided, however, that any such
shares shall not be included in such Required Qualification unless the Company
agrees to use the managing underwriter selected pursuant to Section 9.1 for the
distribution of the Participant Shares to be offered in such Required
Qualification.
If the managing underwriter of a Required Qualification shall advise the
Company in writing that, in its opinion, the distribution of Participant Shares
and other shares requested to be included in such Required Qualification would
materially and adversely affect the distribution of such securities at a price
deemed acceptable by the holders of a majority of the Participant Shares to be
included in such Required Qualification, then the Company will include in such
qualification, to the extent of the number of equity securities which the
Company is advised can be sold in such offering:
FIRST, Participant Shares, allocated pro rata on the basis of the
number of Participant Shares requested to be registered by
Participants, and
SECOND, other shares allocated in such manner as the Company shall
determine.
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Except as otherwise provided in Section 5.1 all expenses of such
qualification shall be borne by the Company.
2.5 A Required Qualification shall not be deemed to have been effected
(a) unless a final Prospectus with respect thereto has been receipted
and the Common Shares have not become subject to a cease-trade
order, injunction or other requirement of the Commission or other
governmental agency or court for any reason for the shorter of such
period as is necessary to distribute the Participant Shares of the
holders requiring such Required Qualification and qualified
thereunder and 90 days, provided, however, that a Required
Qualification which does not receive a final receipt after the
Company has filed a Prospectus with respect thereto solely by reason
of the refusal to proceed of the holders of Participant Shares shall
be deemed to have been effected by the Company, or
(b) if the conditions to closing specified in the purchase agreement or
underwriting agreement entered into in connection with such
qualification are not satisfied, other than by reason of some act or
omission by the holders of Participant Shares requiring such
Required Qualification.
SECTION 3 -- PIGGYBACK RIGHTS
3.1 If, so long as the Shareholders Voting Support Agreement is in effect, the
Company at any time proposes to file on its behalf (it shall be deemed a Company
proposal hereunder to file a Prospectus if the shareholders of the Company shall
agree at any time to make such a filing) or on behalf of any of its holders of
Common Shares other than the Participants (the "demanding security holders") a
Prospectus under the Securities Act in order to qualify the sale to the public
of Common Shares (a "Public Offering") or the Company proposes to effect any
prospectus-exempt sale of any of its securities (a "Private Placement"), it will
give written notice to all Participants at least 30 days before the initial
filing with the Commission of such Prospectus or immediately upon determining to
effect a Private Placement, as the case may be, which notice shall set forth the
proposal for disposition of the securities proposed to be sold by the Company.
The notice shall offer to include in such Public Offering or Private Placement
such Participant Shares or Warrants as such Participants may request subject to
Section 3.2 hereof. Where the Company proposes to file on its behalf only (and
not on behalf of any demanding security holders) a prospectus to qualify a
Public Offering or proposes to effect a Private Placement and where the managing
underwriter of such proposed Public Offering or Private Placement shall advise
the Company in writing that, in its opinion, the inclusion of any Participant
Shares or Warrants in the Public Offering or Private Placement concurrently with
the securities being qualified or offered for sale by the Company would
materially and adversely affect the distribution of such securities by the
Company at a price deemed acceptable by the Company, then the Company shall not
be obliged to give written notice to
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the Participants pursuant to this Section 3.1 and shall not be obliged to
include in such Public Offering or Private Placement any Participant Shares or
Warrants.
3.2 Each Participant desiring to have its Participant Shares or Warrants
qualified or offered for sale under this Section 3 shall advise the Company in
writing within 30 days (if a Public Offering) or 15 days (if a Private
Placement) after the date of receipt of such offer from the Company, setting
forth the amount of Participant Shares or Warrants for which qualification or
offering for sale is requested. The Company shall thereupon include in such
Public Offering or Private Placement the Participant Shares or Warrants for
which qualification or offering for sale is so requested and shall use its best
efforts to effect the qualification or offering for sale under the Securities
Act of such Participant Shares or Warrants; provided, that no Participant Shares
or Warrants will be included in such qualification or offering for sale unless
such Participant agrees to use the managing underwriter selected by the Company,
and provided further that the Company, without liability to any Participant, may
terminate such Public Offering or Private Placement at any time. If the managing
underwriter of a proposed Public Offering or Private Placement shall advise the
Company in writing that, in its opinion, the distribution of the Participant
Shares or Warrants requested to be included in the Public Offering or Private
Placement concurrently with the securities being qualified or offered for sale
by the Company would materially and adversely affect the distribution of such
securities by the Company at a price deemed acceptable by the Company, then all
selling security holders (other than the Company, if it is effecting such
qualification for securities to be offered by it for its own account) shall
reduce the amount of securities each intended to distribute through such
offering on a pro rata basis in an aggregate amount recommended by the managing
underwriter. For greater certainty, the aggregate amount so recommended may be
equal to the entire amount of securities that such selling security holders
intended to so distribute. Except as otherwise provided in Section 5.1 all
expenses of such qualification shall be borne by the Company.
SECTION 4 -- QUALIFICATION PROCEDURES
4.1 If the Company is required by the provisions hereof to use its best efforts
to effect the qualification or offering for sale to the public of any of the
Participant Shares or Warrants, the Company will, as expeditiously as possible:
(a) prepare and file a preliminary Prospectus with respect to such
Participant Shares and use its best efforts to cause the Commission
to issue a receipt for a final Prospectus as required for the
disposition of such Participant Shares by the holders thereof or
prepare and complete such other offering document as may be
necessary or advisable in order to effect a Private Placement of
Participant Shares or Warrants, as the case may be;
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(b) prepare and file with the Commission such supplements or amendments
to such Prospectus as may be necessary to keep such Prospectus
accurate in all material respects and to comply with the provisions
of the Securities Act with respect to the sale of all Participant
Shares covered by such Prospectus until such time as all such
Participant Shares have been disposed of in a public offering;
(c) furnish to such selling Participants such number of copies of a
Prospectus, including a preliminary Prospectus, in conformity with
the requirements of the Securities Act, and such other documents
(including any other offering documents), as such selling
Participants may reasonably request;
(d) use its best efforts to qualify the Participant Shares covered by
such Prospectus under such other securities laws of such
jurisdictions within Canada where the Company is a Reporting Issuer
on the date of the request as each Participant shall reasonably
request and do such other reasonable acts and things as may be
required of it to enable such Participant to consummate the
disposition in such jurisdiction of the Participant Shares covered
by such Prospectus;
(e) furnish, at the request of any Participant requesting qualification
or offering for sale to the public of Participant Shares or
Warrants, on the date that such Participant Shares or Warrants are
delivered to the underwriters for sale pursuant to such
qualification or offering, (i) an opinion, dated such date, of the
independent counsel representing the Company for the purposes of
such qualification or offering, addressed to the underwriters,
covering such legal matters in respect of which such opinion is
being given as such Participants may reasonably request; and (ii) a
letter dated such date, from the independent chartered accountants
of the Company, addressed to the underwriters, stating that they are
independent chartered accountants and that, in the opinion of such
accountants, the financial statements and other financial data of
the Company included in the Prospectus or other offering document,
or any amendment or supplement thereto, comply as to form in all
material respects with the applicable accounting requirements of the
Securities Act. Such letter from the independent chartered
accountants shall additionally cover such other financial matters
(including information as to the period ending not more than five
Business Days prior to the date of such letter) with respect to the
qualification in respect of which such letter is being given as such
Participants may reasonably request; and
(f) enter into customary agreements (including an underwriting agreement
in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such
Participant Shares or Warrants.
It shall be a condition precedent to the obligation of the Company to take
any action pursuant to this Agreement in respect of the Participant Shares or
Warrants which are to be
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qualified or offered at the request of any Participant that such Participant
shall furnish to the Company such information regarding the Participant Shares
or Warrants held by such Participant as the Company shall reasonably request and
as shall be required in connection with the action taken by the Company.
SECTION 5 -- EXPENSES
5.1 All expenses incurred in complying with this Agreement, including, without
limitation, all filing fees, printing expenses, fees and disbursements of
counsel for the Company, the reasonable fees and expenses of one counsel for the
selling Participants (selected by the Participants owning a majority of the
Participant Shares being qualified), expenses of any special audits incident to
or required by any such qualification and expenses of complying with the
securities laws of any jurisdictions pursuant to Section 4.1(d), shall be paid
by the Company, except to the extent that any expenses are required by
applicable law to be paid by the Participants, and to the extent that the
Company shall not be liable for any fees, discounts or commissions to any
underwriter or any fees or disbursements of counsel for any underwriter in
respect of the Participant Shares or Warrants sold by such Participant.
SECTION 6 -- INDEMNIFICATION AND CONTRIBUTION
6.1 In the event of any qualification of any of the Participant Shares or
Warrants under the Securities Act pursuant to this Agreement, the Company shall
indemnify and hold harmless each Participant, such Participant's directors and
officers, if any, and each other Person (including each underwriter) who
participated in the offering of such Participant Shares or Warrants and each
other Person, if any, who controls such Participant or such other participating
Person within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which such Participant or any such
director or officer or participating Person or controlling Person may become
subject under the Securities Act or any other statute or at common law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any alleged untrue statement of any material
fact contained in any Prospectus or other offering document, or any amendment
thereto, under which such Participant Shares or Warrants were qualified, or (ii)
any alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall
reimburse such Participant or such director, officer or participating Person for
any legal or any other expenses reasonably incurred by such Participant or such
director, officer or participating Person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or omission made in such Prospectus or other offering memorandum or
amendment thereto in reliance upon and in conformity with written information
furnished to the Company by such Participant specifically for use therein or (in
the case of any qualification pursuant to Section 2) so furnished for such
purposes by any underwriter. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Participant
or such
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director, officer or participating Person or controlling Person, and shall
survive the transfer of such Participant Shares or Warrants by such Participant.
6.2 Each Participant shall indemnify and hold harmless the Company, its
directors and officers and each other Person, if any, who controls the Company
within the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director or
officer or any such Person may become subject under the Securities Act or any
other statute or at common law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
information in writing provided to the Company by such Participant contained in
any Prospectus or other offering document under which Participant Shares or
Warrants were qualified under the Securities Act at the request of such
Participant, or any amendment thereto and which information constituted an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein necessary to make the statements therein not misleading;
provided, however, the aggregate amount which may be recovered by the Company,
its directors and officers and each other Person who controls the Company within
the meaning of the Securities Act pursuant to the indemnification provided for
in this Section 6 shall be limited to the total price at which the Participant
Shares or Warrants sold by such Participant were offered to the public.
6.3 If the indemnification provided for in this Agreement from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.3 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. No
Person guilty of fraudulent misrepresentation shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.
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SECTION 7 -- LISTING ON SECURITIES EXCHANGE
7.1 The Company will, where necessitated by an offering pursuant to Section 3,
give the proper notice to, and make application to, any securities exchange on
which the Common Shares are listed for the necessary additional listing of all
Common Shares issued thereby.
SECTION 8 -- CERTAIN LIMITATIONS ON QUALIFICATION RIGHTS
8.1 Notwithstanding the other provisions of this Agreement the Company shall not
be obligated to qualify for sale to the public by way of a Public Offering the
Participant Shares or Warrants of any Participant if in the opinion of counsel
to the Company reasonably satisfactory to such Participant and its counsel (or,
if the Participant has engaged an investment banking firm, to such investment
banking firm and its counsel), the sale or other disposition of such
Participant's Participant Shares or Warrants, in the manner proposed by such
Participant (or by such investment banking firm), may be effected without
qualifying such Participant Shares or Warrants under the Securities Act.
8.2 The rights of a Participant under sections 2.1 and 2.2 may only be exercised
three times provided, however, that if the Common Shares become listed and
posted for trading on The Toronto Stock Exchange or the Montreal Exchange, such
rights may only be exercised two times.
SECTION 9 -- SELECTION OF MANAGING UNDERWRITERS
9.1 The managing underwriter or underwriters for any offering of Participant
Shares or Warrants to be qualified pursuant to Section 2 shall be selected by
the holders of a majority of the Participant Shares or Warrants initiating such
Required Qualification and shall be reasonably acceptable to the Company. The
Company shall select the managing underwriter or underwriters for any offering
of securities in which Participant Shares or Warrants are included pursuant to
Section 3.2 hereof.
SECTION 10 -- SUPPLYING INFORMATION
10.1 The Company shall cooperate with each Participant in supplying such
information as may be reasonably necessary for such Participant to complete and
file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of Participant Shares or Warrants; provided,
however, that the Company shall not be required by the terms hereof to become a
Reporting Issuer in any province in which it is not a Reporting Issuer at the
time of the sale.
SECTION 11 -- CLOSING CERTIFICATE
11.1 The obligations of the parties under this Agreement are subject to the due
execution
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and completion of a closing certificate by, or on behalf of, INTER ALIA, the
parties to this Agreement.
SECTION 12 -- ASSIGNMENT
12.1 This Agreement and the rights acquired hereunder may be assigned by the
Participants without the prior written consent of the Company to any person who
acquires Participant Shares or Warrants except that the rights contained in
Section 3 are not assignable.
SECTION 13 -- MISCELLANEOUS
13.1 AMENDMENT. The provisions of this Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated except by a written
instrument signed by the Company and Participants holding at least a majority of
the Participant Shares or Warrants and any such written instrument shall be
binding on all parties hereto when so signed even if the other parties hereto
have not executed or consented to the same, and shall also bind all Permitted
Transferees.
13.2 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 enure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.
13.3 NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to be for the
benefit of and shall not be enforceable by any Person not a party hereto,
including, without limitation, any shareholders of the Company not parties
hereto.
13.4 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 ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
13.5 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same Agreement.
13.6 DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
13.7 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia.
13.8 NOTICES. All notices, elections, and other communications given or
delivered under or
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by reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given only when delivered (personally or by facsimile
transmission) or mailed (by certified mail return receipt requested, first class
postage prepaid) to the parties at the address or facsimile number indicated
opposite the name of such party on the signature pages hereof. All such notices,
elections and other communications that are addressed as provided in this
Section 13.8 shall (i) if delivered personally, be deemed given upon delivery
(ii) if delivered by facsimile transmission, be deemed given when sent and
confirmation of receipt is received, and (iii) if delivered by mail in the
manner described above, be deemed given upon the receipt thereof. Any party from
time to time may change its address or facsimile number for the purpose of
notices to that party by giving notice to the other parties hereto specifying a
new address.
13.9 FURTHER ASSURANCES. Each party hereto shall do and perform or cause to be
done and performed all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
The parties have executed this Agreement.
Address for Notices:
______________________________ SEVEN SEAS PETROLEUM INC.
______________________________
______________________________ By: _________________________
Name:
Facsimile No.: _______________ Title:
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Address for Notices: SIGNED, SEALED AND DELIVERED
XX. XXXXXX X. XXXXXX III BY Xxxxxx X. Xxxxxx, III for
The GHK Company and on behalf of:
0000 Xxxxxxxxx Xxxxxxxxx XXXX XXXXXXXXX XXXXXXX XXXXXXX
Suite 470 FRANCISCO XXXXXX XXXXX CALLE
Oklahoma City, Oklahoma XXXXXX XXXXX
73118 FAR RIVER CORPORATION
Facsimile No.: (000) 000-0000 XXXXXXXX XXXX XX XXXXXX
SOUTHAMERICAN HOLDING, CORP.
ENCHANTED INTERNATIONAL INC.
NAKURU HOLDINGS, INC.
XXXXXXXX XXXX-XXXXXXXX XXXXXX
XXXXXX, S.A.
SHARMOR, INC.
XXXXXXXX XXXX
in the presence of:
_______________________ _________________________
Witness: BY XXXXXX X. XXXXXX, III,
as attorney
Address for Notices:
XX. XXXXXX X. XXXXXX III
The GHK Company _______________________ _________________________
0000 Xxxxxxxxx Xxxxxxxxx Witness: BY XXXXXX X. XXXXXX, III,
Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx
00000
Facsimile No.: (000) 000-0000
Address for Notices: THE GHK CORPORATION
XX. XXXXXX X. XXXXXX III
The GHK Company _________________________
0000 Xxxxxxxxx Xxxxxxxxx By:
Xxxxx 000 Name:
Oklahoma City, Oklahoma Title:
73118
Facsimile No.: (000) 000-0000
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Address for Notices: SIGNED, SEALED AND DELIVERD
XX. XXXXXX X. XXXXXX III by Xxxxxx X. Xxxxxx, III for
The GHK Company and on behalf of:
0000 Xxxxxxxxx Xxxxxxxxx XXXXXX X. XXXX
Suite 470 PETROLEUM PROPERTIES
Oklahoma City, Oklahoma MANAGEMENT COMPANY
73118 XXXX X. XXXXX
Facsimile No.: (000) 000-0000 XXXX XXXXXXX BT.
Address for Notices: XXXXXXX X. ISRAEL
XXXXXX X. ISRAEL
-------------------------------
---------------------- -------------------------
------------------------------- Witness BY XXXXXX X. XXXXXX, III.
as attorney
------------------------------- ---------------------- -------------------------
Witness: XXXXX XXXXX
Facsimile No.: ________________
