REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (this “Agreement”)
is
made and entered into as of January 19, 2007, by and between Tribeworks, Inc.,
a
Delaware corporation (the “Company”),
and
Petroleum Corporation of Canada Limited, an Alberta corporation (the
“Stockholder”),
in
connection with that certain Stock and Asset Purchase Agreement dated as of
January 19, 2007 (the “Purchase
Agreement”),
by
and between Tribeworks, BLive Networks Inc. and other parties. Capitalized
terms used herein that are not otherwise defined have the meanings ascribed
to
such terms in the Purchase Agreement.
RECITALS
WHEREAS,
pursuant to the Purchase Agreement, the Stockholder is acquiring one million
one
hundred thousand (1,100,000) shares (the “Shares”)
of the
common stock of the Company (the “Common
Stock”);
WHEREAS,
the
Shares are common stock, par value $0.01 per share (“Common
Stock”),
of
the Company;
WHEREAS,
the
Company desires to grant to the Stockholder certain registration rights relating
to any Common Stock and the Stockholder desires to obtain such registration
rights, on the terms and subject to the conditions set forth in this
Agreement;
WHEREAS,
this
Agreement is part of the consideration for the transactions contemplated by
the
Purchase Agreement, and the Stockholder has required that the Company enter
into
this Agreement as a condition to the consummation of the transactions
contemplated by the Purchase Agreement; and
WHEREAS,
the
Company is receiving, and will receive, substantial direct and indirect benefits
from the consummation of the transactions contemplated by the Purchase
Agreement;
NOW,
THEREFORE,
in
consideration of the foregoing premises and the mutual representations,
warranties, covenants and agreements set forth herein, and
other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the
parties agree as follows:
1. Certain
Definitions.
As used
in this Agreement, the following terms mean:
(a) “Affiliate”
means,
with respect to a specified Holder, (i) the
meaning ascribed to such term in the Purchase Agreement; (ii)
the
spouse or children (or a trust exclusively for the benefit of the spouse or
children) of the specified Holder; or (iii) in the case of a Holder that is
a
partnership, its partners.
(b) “Commission”
means
the Securities and Exchange Commission, or any successor agency; references
in
this Agreement to any rules, regulations or forms promulgated by the Commission
shall include rules, regulations and forms succeeding to the functions thereof,
whether or not bearing the same designation.
1
(c) “Holder”
means
the Stockholder or any transferee or assignee thereof to whom the rights under
this Agreement are assigned in accordance with Section 9,
provided that the Stockholder or such transferee or assignee then owns the
Registrable Stock.
(d) “Register,”
“registered”
and
“registration”
mean
a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act and the declaration or ordering
of effectiveness of such registration statement or similar
document.
(e) “Registrable
Stock”
means
any shares of Common Stock acquired by any Holder; provided,
however,
that
any Registrable Stock shall cease to be Registrable Stock when (i) a
registration statement covering such Registrable Stock has been declared
effective and such Registrable Stock has been disposed of pursuant to such
effective registration statement; (ii) such Registrable Stock is sold pursuant
to Rule 144 (or any similar provision then in force) under the 1933 Act; (iii)
such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under
the
1933 Act; (iv) such Registrable Stock has been otherwise transferred, no stop
transfer order affecting such stock is in effect and the Company has delivered
new certificates or other evidences of ownership for such Registrable Stock
not
bearing any legend indicating that such shares have not been registered under
the 1933 Act; or (v) such Registrable Stock is sold by a Person in a transaction
in which the rights under the provisions of this Agreement are not
assigned.
(f) “Requesting
Holder”
means
a
Holder or Holders of at least a majority of the Registrable Stock, in the
aggregate.
2. Piggy-Back
Registration.
Commencing immediately after the Closing Date, if the Company determines that
it
will file a registration statement under the 1933 Act (other than a registration
statement on a Form S-4 or S-8 or filed in connection with an exchange offer
or
an offering of securities solely to the Company’s existing stockholders) on any
form that would also permit the registration of the resale of the Registrable
Stock and such filing is to be on the Company’s behalf or on behalf of selling
holders of the Company’s securities for the general registration of Common Stock
to be sold for cash, at each such time the Company shall promptly give each
Holder written notice of such determination setting forth the date on which
the
Company proposes to file such registration statement, which date shall be no
earlier than 30 days from the date of such notice, and advising each Holder
of
its right to have Registrable Stock included in such registration. Upon the
written request of any Holder received by the Company no later than 20 days
after the date of the Company’s notice, the Company shall use its commercially
reasonable efforts to cause to be registered under the 1933 Act all of the
Registrable Stock that each such Holder has so requested to be registered.
If,
in the written opinion of the managing underwriter or underwriters (or, in
the
case of a non-underwritten offering, in the written opinion of the placement
agent, or if there is none, the Company), the total amount of such securities
to
be so registered, including such Registrable Stock, will exceed the maximum
amount of the Company’s securities which can be marketed (a) at a price
reasonably related to the then-current market value of such securities, or
(b)
without otherwise materially and adversely affecting the entire offering, then
the amount of Registrable Stock to be offered for the accounts of Holders shall
be reduced pro rata to the extent necessary to reduce the total amount of
securities to be included in such offering to the recommended amount;
provided,
however,
that if
securities are being offered for the account of other Persons as well as the
Company, such reduction shall not represent a greater fraction of the number
of
securities intended to be offered by Holders than the fraction of similar
reductions imposed on such other Persons other than the Company over the amount
of securities such other Persons intended to offer.
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3. Expenses
of Registration.
The
Company shall bear all expenses incurred in connection with each registration
pursuant to Section
2,
excluding underwriters’ discounts and selling commissions, but including,
without limitation, all registration, filing and qualification fees, word
processing, duplicating, printers’ and accounting fees (including the expenses
of any special audits or “cold comfort” letters required by or incident to such
performance and compliance), exchange listing fees or National Association
of
Securities Dealers fees, messenger and delivery expenses, all fees and expenses
of complying with securities or blue sky Laws and fees and disbursements of
the
Company’s legal counsel. The selling Holders shall bear and pay the underwriting
commissions and discounts applicable to the Registrable Stock offered for their
account in connection with any registrations, filings and qualifications made
pursuant to this Agreement.
4. Holdback
Agreement.
(a) Restrictions
on Public Sale by Holder.
To the
extent not inconsistent with applicable law, each Holder whose Registrable
Stock
is included in a registration statement agrees not to effect any public sale
or
distribution of the issue being registered or any similar security of the
Company, or any securities convertible into or exchangeable or exercisable
for
such securities, including a sale pursuant to Rule 144 under the 1933 Act,
during the 14 days prior to, and during the 180-day period beginning on, the
effective date of such registration statement (except as part of the
registration), if and to the extent requested by the managing underwriter or
underwriters in the case of an underwritten public offering or if and to the
extent requested by the Company in the case of a nonunderwritten public
offering.
(b) Restrictions
on Public Sale by the Company and Others.
The
Company agrees (i) not to effect any public sale or distribution of any
securities similar to those being registered, or any securities convertible
into
or exchangeable or exercisable for such securities, during the 14 days prior
to,
and during the 90-day period beginning on, the effective date of any
registration statement in which Holders are participating (except as part of
such registration), if and to the extent requested by the managing underwriter
or underwriters in the case of an underwritten public offering or if and to
the
extent requested by the Holders in the case of a non-underwritten public
offering; and (ii) that any agreement entered into after the date of this
Agreement pursuant to which the Company issues or agrees to issue any securities
convertible into or exchangeable or exercisable for such securities (other
than
pursuant to an effective registration statement) shall contain a provision
under
which holders of such securities agree not to effect any public sale or
distribution of any such securities during the periods described in Section
4(b)(i),
in each
case including a sale pursuant to Rule 144 under the 1933 Act.
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5. Lock-Up/Leak-Out
Provisions.
(a) Lock-Up.
In the
event of a firmly-underwritten public offering of Common Stock or other
securities of the Company registered under the 1933 Act by a
nationally-recognized investment bank resulting in at least $20,000,000 in
net
proceeds (before underwriters’ discounts and selling commissions) to the Company
(the “Public
Offering”),
each
Holder agrees that for a period of six months commencing on the effective date
of the registration statement filed under the 1933 Act relating to the Public
Offering (the “Lock-Up
Period”),
such
Holder will not offer, sell, contract to sell, grant any option for the sale
of
or otherwise dispose of, directly or indirectly, any of the Registrable Stock,
any securities into which the Registrable Stock is convertible, exercisable
or
exchangeable, or any other securities of the Company. In order to enable the
Company to enforce the restriction on resale during the Lock-Up Period, each
Holder agrees that the Company may impose stop-transfer instructions with
respect to any Registrable Stock or any other securities of the Company owned
beneficially or of record by such Holder until the expiration of the Lock-Up
Period.
(b) Extension
of Lock-Up Period.
In the
event that the National Association of Securities Dealers, any other state
or
federal regulatory authority or any of their respective Affiliates requires
that
the Lock-Up Period be extended in connection with the Public Offering, each
Holder agrees that any executive officer of the Company may execute any
agreements and other documents, in such officer’s sole and absolute discretion,
for and on behalf of, and in the name of, such Holder, to extend the Lock-Up
Period to the extent required by the National Association of Securities Dealers,
such regulatory authority or such Affiliate without prior notice to, or further
consent by, any Holder. Each Holder further agrees that any executive officer
of
the Company may, in such officer’s sole and absolute discretion, extend the
Lock-Up Period to the extent such officer deems necessary or to the extent
requested in writing by the managing underwriter or underwriters. Each Holder
irrevocably constitutes and appoints the Chief Executive Officer of the Company,
with full power of substitution, as such Holder’s true and lawful agent and
attorney-in-fact, with full power and authority in such Holder’s name and stead
to extend the Lock-Up Period as provided in this Section
5(b).
(c) Leak-Out.
No
Registrable Stock may be sold, publicly or otherwise, for a period of three
months from the date of effectiveness of the registration statement in which
such Registrable Stock is included, and commencing on the business day
immediately following the expiration of such three-month period, no more than
five percent (5%) of such Registrable Stock may be sold publicly in any monthly
period for the next 20 consecutive months (as applicable to such Registrable
Stock, the “Leak-Out
Period”).
Each
Holder agrees that any Registrable Stock sold during the Leak-Out Period
applicable to such Registrable Stock will only be sold in “broker’s
transactions” as such term is defined in Rule 144 under the 1933 Act. Each
Holder agrees that it will not engage in any short selling of any Registrable
Stock during the Leak-Out Period applicable to such Registrable
Stock.
4
(d) Waiver
of Lock-Up/Leak-Out Provisions.
Any one
or more of the restrictions set forth in this Section
5:
(i) may
be waived by the board of directors of the Company if it determines in good
faith and in the exercise of its fiduciary duties that such waiver would be
in
the best interests of the Company and its stockholders for any valid business
purpose, including, without limitation, to increase the liquidity of the Common
Stock; and (ii) will be null and void upon the consummation of any tender offer
to purchase all or substantially all of the Company’s issued and outstanding
securities or any merger, consolidation or other reorganization of the Company
with or into an unaffiliated Person if such transaction is approved by the
affirmative vote of the requisite number of record and beneficial owners of
the
Company’s then outstanding and entitled to vote on such
transaction.
6. Indemnification
and Contribution.
(a) Indemnification
by the Company.
The
Company agrees to indemnify, to the full extent permitted by law, each Holder,
its directors, officers and agents and each Person who controls such Holder
(within the meaning of the 0000 Xxx) against all Losses caused by any untrue
or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein (in case of a prospectus or preliminary
prospectus, in the light of the circumstances under which they were made) not
misleading. The Company will also indemnify any underwriters of the Registrable
Stock, their officers and directors and each Person who controls such
underwriters (within the meaning of the 0000 Xxx) to the same extent as provided
above with respect to the indemnification of the selling Holders.
(b) Indemnification
by Holders.
In
connection with any registration statement in which a Holder is participating,
each such Holder will furnish to the Company in writing such information with
respect to such Holder as the Company reasonably requests for use in connection
with any such registration statement or prospectus and agrees to indemnify,
to
the full extent permitted by law, the Company, its directors, officers and
agents and each Person who controls the Company (within the meaning of the
0000
Xxx) against any Losses resulting from any untrue or alleged untrue statement
of
material fact or any omission or alleged omission of a material fact required
to
be stated in the registration statement, prospectus or preliminary prospectus
or
any amendment thereof or supplement thereto or necessary to make the statements
therein (in the case of a prospectus or preliminary prospectus, in the light
of
the circumstances under which they were made) not misleading, to the extent,
but
only to the extent, that such untrue statement or omission is contained in
any
information with respect to such Holder so furnished in writing by such Holder.
Notwithstanding the foregoing, the liability of each such Holder under this
Section 6(b)
will be
limited to an amount equal to the initial public offering price of the
Registrable Stock sold by such Holder, unless such liability arises out of
or is
based on gross negligence or willful misconduct of such Holder.
(c) Conduct
of Indemnification Proceedings.
Any
Person entitled to indemnification hereunder agrees to give prompt written
notice to the indemnifying party after the receipt by such Person of any written
notice of the commencement of any action, suit, proceeding or investigation
or
threat thereof made in writing for which such Person will claim indemnification
or contribution pursuant to this Agreement and, unless in the reasonable
judgment of such indemnified party a conflict of interest may exist between
such
indemnified party and the indemnifying party with respect to such claim, permit
the indemnifying party to assume the defense of such claims with counsel
reasonably satisfactory to such indemnified party. Whether or not such defense
is assumed by the indemnifying party, the indemnifying party will not be subject
to any liability for any settlement made without its consent (which consent
shall be in the indemnifying party’s sole discretion if the indemnifying party
is solely liable for all Losses in connection with such claim, and which consent
shall not be unreasonably withheld if both the indemnifying party and the
indemnified party are liable for Losses in connection with such claim). Failure
by such Person to provide said notice to the indemnifying party shall itself
not
create liability except to the extent of any injury caused thereby. No
indemnifying party will 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. If the indemnifying party
is
not entitled to, or elects not to, assume the defense of a claim, it will not
be
obligated to pay the fees and expenses of more than one counsel with respect
to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other
such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels.
5
(d) Contribution.
If for
any reason the indemnity provided for in this Section 6
is
unavailable to, or is insufficient to hold harmless, an indemnified party,
then
the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and the indemnified party on the other hand, 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, in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other hand but also the relative fault of the
indemnifying party and the indemnified party 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 referred to above shall be
deemed to include, subject to the limitations set forth in Section 6(c),
any
legal or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.
The
parties agree that it would not be just and equitable if contribution pursuant
to this Section 6(d)
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 (within the meaning of Section 11(f) of the 0000 Xxx)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
6
If
indemnification is available under this Section 6,
the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 6(a)
and
6(b)
without
regard to the relative fault of said indemnifying party or indemnified party
or
any other equitable consideration provided for in this Section 6.
7. Participation
in Underwritten Registrations.
No
Holder may participate in any underwritten registration hereunder unless such
Holder (a) agrees to sell such Holder’s securities on the basis provided in any
underwriting arrangements approved by the Holders entitled hereunder to approve
such arrangements, and (b) completes and executes all questionnaires, powers
of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
8. Rule
144.
After a
registration statement has been filed under the 1933 Act and declared effective
by the Commission, the Company covenants that it will file the reports required
to be filed by it under the 1933 Act and the Securities Exchange Act of 1934,
as
amended, and the rules and regulations adopted by the Commission thereunder;
and
it will take such further action as any Holder may reasonably request, all
to
the extent required from time to time to enable such Holder to sell Registrable
Stock without registration under the 1933 Act within the limitation of the
exemptions provided by (a) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time; or (b) any similar rule or regulation hereafter
adopted by the Commission. Upon the request of any Holder, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.
9. Transfer
of Registration Rights.
The
registration rights of any Holder under this Agreement with respect to any
Registrable Stock may not be transferred to any third Person other than to
an
affiliate of such Holder; provided,
however,
that
such transfer to an affiliate must be effected in accordance with applicable
securities laws; further
provided,
that
the transferring Holder shall give the Company written notice at or prior to
the
time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights under this Agreement
are being transferred; further
provided,
that
such transferee shall agree in writing, in form and substance satisfactory
to
the Company in its sole and absolute discretion, to be bound as a Holder by
all
of the provisions of this Agreement; and further
provided,
that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by such transferee is restricted
under the 1933 Act. Except as set forth in this Section 9,
a
transfer of Registrable Stock shall cause such Registrable Stock to lose such
status.
10. Mergers,
Etc.
The
Company will not, directly or indirectly, enter into any merger, consolidation
or reorganization in which the Company will not be the surviving corporation
unless the proposed surviving corporation, prior to such merger, consolidation
or reorganization, agrees in writing to assume the obligations of the Company
under this Agreement, and for that purpose references hereunder to “Registrable
Stock” shall be deemed to be references to the securities the Holders would be
entitled to receive in exchange for Registrable Stock under any such merger,
consolidation or reorganization; provided,
however,
that
the provisions of this Section 10
shall
not apply in the event of any merger, consolidation or reorganization in which
the Company is not the surviving corporation if each Holder is entitled to
receive in exchange for its Registrable Stock consideration consisting solely
of
(a) cash; (b) securities of the acquiring corporation which may be immediately
sold to the public without registration under the 1933 Act; or (c) securities
of
the acquiring corporation which the acquiring corporation has agreed to register
within 90 days of completion of the transaction for resale to the public
pursuant to the 1933 Act.
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11. Miscellaneous.
(a) No
Inconsistent Agreements.
The
Company will not hereafter enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the Holders in
this
Agreement.
(b) Notices.
All
notices and other communications under this Agreement must be in writing and
will be deemed given (i) when delivered personally; (ii) on the fifth business
day after being mailed by certified mail, return receipt requested; (iii) the
next business day after delivery to a recognized overnight courier; or (iv)
upon
transmission and confirmation of receipt by a facsimile operator if sent by
facsimile, to the parties at the following addresses or facsimile numbers (or
to
such other address or facsimile number as such party may have specified by
notice given to the other party pursuant to this provision):
If
to the
Company: Tribeworks,
Inc.
0000
000xx
Xxxxxx
XX
Xxxxxxx,
Xxxxxxxxxx 00000
Attn:
Xxxxx X. Xxxxxxxx, CEO
Facsimile:
(000) 000-0000
With
a
copy (which shall not constitute notice) to:
Xxxxxx
& Xxxx, LLP
0000
Xxxx
Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxx 00000
Attn:
I.
Xxxxx Xxxxxxxx, Partner
Facsimile:
(000) 000-0000
If
to
Stockholder.:
Petroleum
Corp. of Canada
0000,
000-0 Xxxxxx XX
Xxxxxxx
Xxxxxxx, X0X 0X0
Attn:
Xxxxxx Xxxxxxx, Secretary
Facsimile:
(000) 000-0000
With
a
copy (which shall not constitute notice) to:
Shea,
Nerland, Xxxxxx LLP
0000,
000-0 Xxxxxx XX,
Xxxxxxx
Xxxxxxx, X0X 0X0
Attn:
Xxxxxx Xxxxxxx
Facsimile:
(000) 000-0000
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Any
such
notice or other communication will be deemed to have been given and received
(whether actually received or not) on the day it is personally delivered or
delivered by courier or overnight delivery service or sent by telecopy or,
if
mailed, when actually received.
(c) Attorneys’
Fees and Costs.
If
attorneys’ fees or other costs are incurred to secure performance of any
obligations hereunder, or to establish damages for the breach thereof or to
obtain any other appropriate relief, or to defend
against
any of the foregoing actions, the prevailing party will be entitled to recover
reasonable attorneys’ fees and costs incurred in connection
therewith.
(d) Severability.
The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other
provision of this Agreement, each of which will remain in full force and effect,
so long as the economic or legal substance of the transactions contemplated
by
this Agreement is not affected in a manner materially adverse to any
party,
it
being intended that all of the rights and privileges of the Holders shall be
enforceable to the fullest extent permitted by Law.
(e) Counterparts.
This
Agreement may be executed in one or more counterparts (including by facsimile
or
portable document format (.pdf)) for the convenience of the parties hereto,
each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.
(f)
Interpretation.
The
section headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and will not in any
way
affect the meaning or interpretation of this Agreement.
(g)
Binding
Effect; Assignment.
Except
as otherwise expressly provided herein, this Agreement will be binding upon
and
inure to the benefit of the parties and their respective successors and
assigns.
(h) Enforceability.
This
Agreement shall remain in full force and effect notwithstanding any breach
or
purported breach of or relating to the Purchase Agreement.
(i) Entire
Agreement.
This
Agreement, together with the Purchase Agreement, contains the entire
understanding of the parties relating to the subject matter hereof and
supersedes all prior written or oral and all contemporaneous oral agreements
and
understandings relating to the subject matter hereof. The recitals to this
Agreement are hereby incorporated by reference into and made a part of this
Agreement for all purposes.
(j) Amendments
and Waivers.
The
provisions of this Agreement may not be amended, supplemented or modified,
and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of the Holders of at least
a
majority of the Registrable Stock then outstanding affected by such amendment,
supplement, modification, waiver or departure.
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(k) Remedies.
Each
Holder, in addition to being entitled to exercise all rights granted by Law,
including recovery of damages, will be entitled to specific performance of
its
rights under this Agreement. The Company agrees that monetary damages would
not
be adequate compensation for any loss incurred by reason of a breach by the
Company of the provisions of this Agreement, and hereby agrees to waive (to
the
extent permitted by law) the defense in any action for specific performance
that
a remedy of law would be adequate.
(l)
GOVERNING
LAW.
THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY
CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT RESULT IN THE APPLICATION OF
THE
LAWS OF ANOTHER JURISDICTION.
(m) Drafting.
The
language in all parts of this Agreement will be interpreted, in all cases,
according to its fair meaning and not for or against any party hereto. Each
party acknowledges that it and its legal counsel have reviewed and revised
this
Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed
in the interpretation of this Agreement.
(n) Usage.
Whenever the plural form of a word is used in this Agreement, it will include
the singular form of that word. Whenever the singular form of a word is used
in
this Agreement, it will include the plural form of that word. The term “or” will
not be interpreted as excluding any of the items described. The term “include”
or any derivative of such term does not mean that the items following such
term
are the only types of such items.
(o) No
Third Party Beneficiaries.
This
Agreement is for the sole benefit of the parties hereto, and nothing expressed
or implied will give or be construed to give any other Person any legal or
equitable rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first written
above.
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| TRIBEWORKS, INC. | |||
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| Name: | |||
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| Title: | |||
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THE
STOCKHOLDER:
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PETROLEUM
CORPORATION OF CANADA
LIMITED
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