Exhibit 10.7
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, effective as of March 18, 2002 (the
"Agreement"), by and between Global Energy Group, Inc., a Delaware corporation
maintaining its business office at 0000 Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx 00000
(the "Company"), an the individuals set forth on Exhibit "A" attached hereto
(the "Shareholders").
BACKGROUND INFORMATION
On November 1, 2001 and November 16, 2001, the Company issued a total
of 1,966,061 shares of its common stock to the Shareholders in a private
transaction, relying upon the transactional exemption set forth in Section 4(2)
of the Securities Act of 1933, as amended. As such, the shares were restricted
shares. The Company, on the terms and conditions set forth below, is willing to
file a registration statement on Form SB-2 with the United States Securities
and Exchange Commission and include in that registration statement certain
shares held by the Shareholders. The Shareholders are desirous of having their
shares registered. Accordingly, the parties agree as follows:
OPERATIVE PROVISIONS
1. Registration Statement. The Company will file a registration
statement on Form SB-2 with the United States Securities and Exchange
Commission (the "Commission") as soon as practicable and will use its best
efforts to file the registration statement on or before April 15, 2002. The
Company will include in that registration statement the number of shares owned
by the Shareholders and listed on Exhibit "A" attached hereto. The Shareholders
listed on Exhibit "A' will be listed as selling shareholders in that
registration statement and all of the shares listed on Exhibit "A" will be
included in the registration statement. The offering contemplated by the
registration statement will not be an underwritten offering. All expenses of
the offering shall be borne by the Company, other than any selling expenses
incurred by a Shareholder in connection with that Shareholder's disposition of
his, her or its shares.
2. Consideration. As consideration for the Company's agreement
to register the Shareholders' shares, each Shareholder shall transfer to the
Company the number of shares set forth opposite that persons name on Exhibit
"B" attached hereto. The Shareholders shall deliver certificates and stock
powers for such shares at the time this Registration Rights Agreement is
executed.
3. Company Obligations. The Company will use its best efforts
through its officers, directors, auditors, and counsel to cause such
registration statement to become effective as promptly as practicable. The
Company will notify each Shareholder, in writing promptly after the initial
filing of the registration statement and thereafter provide reasonable notice
as to the progress and completion thereof. The Company will also prepare and
file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement, and use its reasonable efforts to cause each such amendment to
become effective, as may be necessary to comply with the provisions of the Act
with respect to the disposition of the shares covered by such registration
statement. The Company will furnish each Shareholder with a reasonable number
of copies of each prospectus filed with the Commission or other securities
regulatory authority, whether by way of a preliminary registration statement or
any pre- or post-effective amendment thereof, as well as such additional number
of prospectuses and such other related documents as may be reasonably requested
by a Shareholder in order to facilitate the disposition of the shares owned by
him or it.
The Company will notify the Shareholders at any time when a prospectus
relating to the shares covered by such registration statement is required to be
delivered under the Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and promptly file such amendments and supplements
which may be required on account of such event and use its reasonable efforts
to cause each such amendment and supplement to become effective; and keep such
registration effective until all sales or distributions of the shares are
completed, provided that the Company shall not be obligated to keep such
registration in effect for more than nine months.
4. Shareholder Obligations. The Shareholders agree to furnish to
the Company such information regarding himself or itself, the shares held by
him or it, and the intended method of disposition of such securities as shall
be required to effect the registration of the shares.
5. Expenses of Registration: Except as otherwise provided in
Section 1 above, all expenses incurred in connection with any registration
effected by the Company pursuant to this Agreement, including all registration
and filing fees, fees and expenses of complying with federal and state
securities laws, printing expenses, fees and disbursements of counsel for the
Company and all expenses of any special audits incidental to or required by
such registration (collectively, the "Registration Expenses") shall be borne by
the Company, provided that each Shareholder shall be responsible for the
commissions, if any, relating to the shares sold by such Shareholder and any
attorneys' fees or costs of counsel retained by the Shareholder.
6. Indemnification by the Company. The Company will indemnify
and hold harmless the Shareholder and any person or entity engaged by the
Shareholder to sell the Shareholder's shares, and each person, if any, who
controls the such persons or entities within the meaning of the Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act") (collectively, a
"Shareholder Indemnitee"), against any losses, claims, damages, or liabilities
(or actions, proceedings, or settlements in respect thereof) (joint or several)
to which a Shareholder Indemnitee may become subject under the Act, the 1934
Act, or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions, proceedings, or settlements in respect thereof) arise
out of or are based upon any of the following statements, omissions, or
violations (a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading. The Company will also reimburse a Shareholder Indemnitee
for any legal or other expenses reasonably incurred by such Shareholder
Indemnitee in connection with investigating, defending, and settling any such
loss, claim, damage, liability, or action.
The indemnity agreement contained in this Section 6 shall not apply to
amounts paid in settlement of any loss, claim, damage, liability, or action if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable to any
Shareholder Indemnitee for any loss, claim, damage, liability, or action (i) to
the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by or on behalf of the Shareholder
or any agent of the Shareholder, or controlling person of either; or (ii) in
the case of a sale directly by the Shareholder (including a sale of such shares
through any broker-dealer retained by the Shareholder to engage in a
distribution solely on behalf of the Shareholder), such untrue statement or
alleged untrue statement or omission or alleged omission was contained in a
preliminary prospectus and corrected in a final or amended prospectus, and the
Shareholder failed to deliver a copy of the final or amended prospectus at or
prior to the confirmation of the sale of the shares to the person asserting any
such loss, claim, damage, or liability in any case where such delivery is
required by the Act.
7. Indemnification by the Shareholders. Each Shareholder will
indemnify and hold harmless the Company, each of its employees, officers,
directors or persons who control the Company within the meaning of the 1934
Act, and each agent or underwriter for the Company or any other person or
entity engaged by the Company to sell the Company securities offered in the
registration statement, or any of their respective directors, officers,
partners, agents, employees or control persons (collectively, a "Company
Indemnitee"), against any losses, claims, damages, or liabilities (joint or
several) to which the Company or any such Company Indemnitee
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may become subject under the Act, the 1934 Act, or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by or on behalf of the
Shareholder expressly for use in connection with such registration; and each
Shareholder will reimburse any legal or other expenses reasonably incurred by a
Company Indemnitee in connection with investigating or defending any such loss,
claim, damage, liability, or action.
The indemnity agreement contained in this Section 7 shall not apply to
amounts paid in settlement of any loss, claim damage, liability, or action if
such settlement is effected without the consent of the indemnifying
shareholder, which consent shall not be unreasonably withheld nor, in the case
of a sale directly by the Company of its securities (including a sale of such
securities through any underwriter retained by the Company to engage in a
distribution solely on behalf of the Company), shall the shareholder be liable
to the Company in any case in which such untrue statement or alleged untrue
statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus, and the Company
failed to deliver a copy of the final or amended prospectus at or prior to the
confirmation of the sale of the securities to the person asserting any such
loss, claim, damage, or liability in any case where such delivery is required
by the Act.
8 Indemnification Procedure.
a. Promptly after receipt by an indemnified party under Sections
6 and 7 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
and control the defense thereof with counsel mutually satisfactory to the
indemnified and indemnifying parties, provided that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests (as reasonably determined by either party)
between such indemnified party and any other party represented by such counsel
in such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under Sections 6
or 7, respectively, to the extent of such prejudice, but the failure to so
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under
Sections 6 or 7, respectively.
a. The obligations of the Company and the shareholder under
Sections 6 and 7, respectively, shall survive the completion of any offering of
shares made pursuant to this Agreement.
a. The amount paid or payable by a party as a result of the
losses, claims, damages, or liabilities (or actions or proceedings in respect
thereof) referred to in Sections 6 and 7 shall include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
9 Miscellaneous Provisions:
a. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or by Federal Express, Express Mail,
or similar overnight delivery or courier service or delivered (in person or by
telecopy, telex, or similar telecommunications equipment) against receipt to
the party to whom it is to be given, (i) at their respective addresses
specified in this Agreement; or (ii) to such other address as the party shall
have furnished in writing in
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accordance with the provisions of this Section 9(a). Any notice or other
communication given by certified mail shall be deemed given at the time of
certification hereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof. Any notice given by other
means permitted by this Section 9(a) shall be deemed given at the time of
receipt thereof.
b. Binding Agreements: Each of the provisions and agreements
herein contained shall be binding upon and inure to the benefit of the personal
representatives, heirs, devisees, successors and assigns of the respective
parties hereto.
c. Amendment: No amendment, modification or alteration of the
terms of this Agreement shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each party.
d. Severability: Every provision of this Agreement is intended
to be severable. If any term or provision hereof is illegal or invalid for any
reason whatever, such illegality or invalidity shall not affect the validity of
the remainder of this Agreement.
e. Headings: The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
f. Application of Florida Law; Venue: This Agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of Florida. Venue for any legal action which
may be brought hereunder shall be deemed to lie in Hillsborough County,
Florida.
g. Consent to Jurisdiction: The Shareholders irrevocably consent
to the jurisdiction of the courts of the State of Florida and of any federal
court located in such State in connection with any action or proceeding arising
out of or relating to this Agreement.
h. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
i. Legal Fees and Costs: If a legal action is initiated by any
party to this Agreement against another, arising out of or relating to the
alleged performance or non-performance of any right or obligation established
hereunder, or any dispute concerning the same, any and all fees, costs and
expenses reasonably incurred by each successful party or its legal counsel in
investigating, preparing for, prosecuting, defending against, or providing
evidence, producing documents or taking any other action in respect of, such
action shall be the joint and several obligation of and shall be paid or
reimbursed by the unsuccessful party(ies).
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the date first written above.
GLOBAL ENERGY GROUP, INC.
By:
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Xxxxxxx X. Xxxxx, President
THE SHAREHOLDERS
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Print Name:
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Street Address:
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Facsimile No:
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EXHIBIT A
TO THE
GLOBAL ENERGY GROUP, INC.
REGISTRATION RIGHTS AGREEMENT
DATED MARCH 18, 2002
Shareholder Number of Shares to be Registered
Premier Ventures, Inc. 52,800
TBC Investments, Inc. 35,200
Contracts Consultants International, Inc. 35,200
Daedalus Consulting, Inc. 35,200
X.X. Xxxxxxx Consulting, Inc. 35,200
Xxxxxx X. Xxxxx 440,000
Xxxxxx & Xxxxxxxxx, LLP 8,000
Xxxxx X. Xxxxxx 403,200
Xxxxx Xxxxx 520,049
TOTAL 1,564,849
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EXHIBIT B
TO THE
GLOBAL ENERGY GROUP, INC.
REGISTRATION RIGHTS AGREEMENT
DATED MARCH 18, 2002
Shareholder Number of Shares to be Registered
Premier Ventures, Inc. 13,200
TBC Investments, Inc. 8,800
Contracts Consultants International, Inc. 8,800
Daedalus Consulting, Inc. 8,800
X.X. Xxxxxxx Consulting, Inc. 8,800
Xxxxxx X. Xxxxx 110,000
Xxxxxx & Xxxxxxxxx, LLP 2,000
Xxxxx X. Xxxxxx 100,800
Xxxxx Xxxxx 103,012
TOTAL 391,212
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