REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of March 9,
2005 by and among Maverick Oil and Gas, Inc., a Nevada corporation having its
principal place of business at 00 Xxxx Xxxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx X0X 0XX
("Maverick") and the three individuals whose names appear on the signature page
hereto (individually, a "Holder," and together, the "Holders").
WITNESSETH:
WHEREAS, the Holders sold their respective membership interests in
Hurricane Energy, LLC, a Delaware limited liability company ("Hurricane") to
Maverick pursuant to an LLC Interest Purchase Agreement dated March 9, 2005
(the "Purchase Agreement");
WHEREAS, the Holders received from Maverick as partial consideration
for their respective membership interests shares (the "Holders' Shares") of
Maverick's common stock, par value $.001;
WHEREAS, Section 3.3(e) of the Purchase Agreement provides for
registration by Maverick with the United States Securities and Exchange
Commission of a total of 800,000 of the Holders' Shares (the "Registrable
Securities, as further defined herein) for resale such that 200,000 of the
Holders' Shares shall be covered by a registration statement to be filed and
declared effective by Maverick or before the first anniversary of the Closing
Date, and 600,000 of the Holders' Shares shall be covered by a registration
statement to be filed and declared effective by Maverick on or before the second
anniversary of the Closing Date.
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to such terms in the Purchase Agreement. Additionally, the
following terms shall have the meanings ascribed to below:
(a) "Common Stock" shall mean Maverick's common stock, $.001 par
value.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC thereunder, all as the same
shall be in effect at the time.
(c) "Person" shall mean an individual, partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative, association or other form of business organization, whether or not
regarded as a legal entity under applicable law, a trust (inter vivos or
testamentary), an estate of a deceased, insane or incompetent person, a
quasi-governmental entity, a government or any agency, authority, political
subdivision or other instrumentality thereof, or any other entity.
(d) "Register," "registered," and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or order of
effectiveness of such registration statement.
(e) "Registration Statement" shall mean any registration statement
of Maverick filed with the SEC pursuant to the provisions of Section 2 of this
Agreement, which covers the resale of the Registrable Securities on an
appropriate form then permitted by the SEC to be used for such registration and
the sales contemplated to be made thereby under the Securities Act, and all
amendments and supplements to such registration statement, including any pre-
and post-effective amendments thereto, in each case including the prospectus
contained therein and all materials incorporated by reference therein.
(f) "Registrable Securities" shall mean: (i) 800,000 of the
Holders' Shares; and (ii) any additional shares of Common Stock of Maverick
issued or issuable after the date hereof in respect of any of the foregoing
securities, by way of a stock dividend or stock split; provided that as to any
particular shares of Registrable Securities, such securities shall cease to
constitute Registrable Securities when: (x) a Registration Statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of thereunder, (y)
such securities are permitted to be transferred pursuant to Rule 144(k) (or any
successor provision to such rule) under the Securities Act, or (z) such
securities are otherwise freely transferable to the public without further
registration under the Securities Act.
(g) "SEC" shall mean the Securities and Exchange Commission.
(h) "Securities Act" shall mean the Securities Act of 1933, as
amended.
2. Registration of Shares.
Maverick shall use its reasonable best efforts to prepare and file, and
have declared effective, with the SEC: (i) a Registration Statement under the
Act covering 200,000 of the Registrable Securities on or before the first
anniversary of the Closing Date; and (ii) an additional Registration Statement
under the Act covering 600,000 of the Registrable Securities on or before the
second anniversary of the Closing Date. The Holders shall furnish such
information as may be reasonably requested by Maverick in order to include such
Registrable Securities in such Registration Statements. In the event that any
registration pursuant to this Section 2 is terminated or withdrawn, Maverick
shall use its reasonable best efforts to prepare and file with the SEC, as soon
thereafter as practicable, a new Registration Statement under the Securities Act
to permit the public sale of the Registrable Securities.
3. Registration Procedures.
When Maverick files a Registration Statement with the SEC to register
the Registrable Securities, Maverick hereby agrees to:
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(a) use its reasonable best efforts to cause such Registration
Statement to become effective as promptly as possible and to remain effective
until the earlier of: (i) the sale of all Registrable Securities covered
thereby, (ii) the availability under Rule 144 for the Holders to immediately,
freely resell without restriction, all Registrable Securities covered thereby,
or (iii) two years from the effective date of the first Registration Statement
filed by Maverick with the SEC pursuant to this Agreement or with respect to any
subsequent Registration Statement, 180 days from the effective date of such
Registration Statement;
(b) prepare and file with the SEC such amendments (including
post-effective 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 the period specified in Section 3(a) above
and to comply with the provisions of the Act with respect to the disposition of
all Registrable Securities covered by such Registration Statement in accordance
with the intended method of disposition set forth in such Registration Statement
for such period;
(c) furnish to each Holder such number of copies of the
Registration Statement and the prospectus included therein (including each
preliminary prospectus) as such person may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by such Registration Statement;
(d) use its reasonable best efforts to register or qualify the
Registrable Securities covered by such Registration Statement under the state
securities laws of such jurisdictions as any Holder may reasonably request;
provided, however, that Maverick shall not for any such purpose be required to
qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of
process in any such jurisdiction;
(e) in the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering. In the event
Maverick is a party to such an agreement, the Holders shall also enter into and
perform its obligations under the agreement;
(f) immediately notify each Holder at any time when a prospectus
relating thereto is required to be delivered under the Act, of the happening of
any event as a result of which the prospectus contained in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required or necessary to be stated therein in
order to make the statements contained therein not misleading in light of the
circumstances under which they were made. Maverick will use reasonable efforts
to amend or supplement such prospectus in order to cause such prospectus not to
include any untrue statement of a material fact or omit 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 under which they were made;
(g) prepare and file with the SEC such amendments and supplements
to such Registration Statement and the prospectus used in connection therewith
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement;
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(h) make available for inspection by any Holder and any attorney,
accountant or other agent retained by any Holder, all financial and other
records, pertinent corporate documents and properties of Maverick reasonably
requested by any Holder, attorney, accountant or agent in connection with such
Registration Statement, and cause Maverick's officers, directors and employees
to supply all information reasonably requested by any Holder, attorney,
accountant or agent in connection with such Registration Statement; provided,
however, that such Holder, underwriter, attorney or accountant shall agree in
writing to hold in confidence and trust all information so provided;
(i) use its reasonable best efforts to list the Registrable
Securities covered by such Registration Statement on each exchange or automated
quotation system on which similar securities issued by Maverick are then listed
(with the listing application being made at the time of the filing of such
Registration Statement or as soon thereafter as is reasonably practicable);
(j) notify each Holder of any threat by the SEC or state
securities commission to undertake a stop order with respect to sales under the
Registration Statement; and
(k) cooperate in the timely removal of any restrictive legends
from the Holders' Shares of Registrable Securities in connection with the resale
of such shares covered by an effective Registration Statement.
4. Expenses.
(a) For the purposes of this Section 4, the term "Registration
Expenses" shall mean: all expenses incurred by Maverick in complying with
Section 2 of this Agreement, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for Maverick, reasonable fees and disbursements
of a single special securities counsel for the Holders, fees under state
securities laws, fees of the National Association of Securities Dealers, Inc.,
fees and expenses of listing the Registrable Securities on any securities
exchange or automated quotation system on which Maverick's shares are listed and
fees of transfer agents and registrars. The term "Selling Expenses" shall mean:
all underwriting discounts and selling commissions applicable to the sale of the
Registrable Securities and all accountable or non-accountable expenses paid to
any underwriter in respect of such sale.
(b) Except as otherwise provided herein, Maverick will pay all
Registration Expenses in connection with the Registration Statements filed
pursuant to Section 2 of this Agreement. All Selling Expenses in connection with
any Registration Statements filed pursuant to Section 2 of this Agreement shall
be borne by the Holders pro rata on the basis of the number of shares registered
by each Holder whose shares of Registrable Securities are covered by such
Registration Statement, or by such persons other than Maverick (except to the
extent Maverick may be a seller) as they may agree.
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5. Obligations of the Holders.
(a) In connection with each registration hereunder, each Holder
will furnish to Maverick in writing such information with respect to it and the
securities held by it and the proposed distribution by it, as shall be
reasonably requested by Maverick in order to assure compliance with applicable
federal and state securities laws as a condition precedent to including the
Holders's Registrable Securities in the Registration Statement. Each Holder
shall also promptly notify Maverick of any changes in such information included
in the Registration Statement or prospectus as a result of which there is an
untrue statement of material fact or an omission to state any material fact
required or necessary to be stated therein in order to make the statements
contained therein not misleading in light of the circumstances under which they
were made.
(b) In connection with the filing of the Registration Statement,
each Holder shall furnish to Maverick in writing such information as Maverick
reasonably requests for use in connection with such Registration Statement or
prospectus.
(c) In connection with each registration pursuant to this
Agreement, each Holder agrees that it will not effect sales of any Registrable
Securities until notified by Maverick of the effectiveness of the Registration
Statement, and thereafter will suspend such sales after receipt of notice from
Maverick to suspend sales to permit Maverick to correct or update a Registration
Statement or prospectus. At the end of any period during which Maverick is
obligated to keep a Registration Statement current, each Holder shall
discontinue sales of Registrable Securities pursuant to such Registration
Statement upon receipt of notice from Maverick of its intention to remove from
registration the Registrable Securities covered by such Registration Statement
which remains unsold, and each Holder shall notify Maverick of the number of
shares registered which remain unsold immediately upon receipt of such notice
from Maverick.
6. Blackouts. If Maverick has determined in good faith: (i) that
filing a Registration Statement or maintaining the effectiveness of a current
Registration Statement, or that sales of Registrable Securities by the Holders
pursuant to a current Registration Statement, would have a material adverse
effect on Maverick or its shareholders in relation to any contemplated or
pending material financing, acquisition or other corporate transaction, and that
disclosure is not in the best interests of Maverick and its shareholders, or
(ii) that filing a Registration Statement or maintaining the effectiveness of a
current Registration Statement, or that sales of Registrable Securities by the
Holders pursuant to a current Registration Statement, would require disclosure
of material non-public information, Maverick shall be entitled to postpone the
filing of the Registration Statement, suspend the use by the Holders of the
Registration Statement and suspend sales of Registrable Securities pursuant to
such Registration Statement, as the case may be, until such time as Maverick
notifies the Holders that such material information has been disclosed to the
public or has ceased to be material, or that sales pursuant to such Registration
Statement may otherwise be resumed; provided, however, that in no event shall
such period of time exceed an aggregate of 90 calendar days during any 12-month
period.
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7. Indemnification.
(a) Maverick agrees to indemnify, to the extent permitted by law,
each Holder, such Holder's respective partners, officers and directors, any
underwriters, and each Person, if any, who controls any Holders within the
meaning of the Securities Act, against all losses, claims, damages, liabilities
and expenses caused by: (i) any untrue statement of or alleged untrue statement
of material fact contained in the Registration Statement, prospectus or
preliminary prospectus or any amendment or supplement thereto, (ii) any omission
of or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by Maverick of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law in connection with the
offering covered by such registration statement ("Violations"); provided,
however, that the indemnity agreement contained in this Section 7(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of Maverick, which
consent shall not be unreasonably withheld, nor shall Maverick be liable for any
loss, claim, damage, liability or action 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 such Holder, partner, officer, director, underwriter or
controlling person of such Holder.
(b) To the extent permitted by law, each Holder shall indemnify
and hold harmless Maverick, each of its officers and directors, any underwriter,
each person, if any, who controls Maverick within the meaning of the Securities
Act, and any other Holder selling securities under such registration statement
or any of such other Holder's partners, directors or officers or any person who
controls such Holder, against any losses, claims, damages or liabilities (joint
or several) to which Maverick or any such director, officer, controlling person,
underwriter or other such Holder, or partner, director, officer or controlling
person of such other Holder, may become subject under the Securities Act, the
Exchange 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: (i) occurs in reliance upon and in conformity with information
furnished by such Holder for use in connection with such registration; (ii)
occurs as a result of any failure to deliver a copy of the prospectus relating
to such Registration Statement, or (iii) occurs as a result of any disposition
of the Registrable Securities in a manner that fails to comply with the
permitted methods of distribution identified within the Registration Statement.
(c) Any Person entitled to indemnification hereunder shall: (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party), and (ii) unless
in such indemnified party's reasonable judgment 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 shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall 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
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.
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(d) If the indemnification provided for in this Section 8 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any losses, claims, damages or liabilities referred to herein,
the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the Violation(s) described in Sections
8(a) & (b) that resulted in such loss, claim, damage or liability, as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a court
of law by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
(e) The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person
of such indemnified party and shall survive the transfer of securities. The
indemnifying party also agrees to make such provisions as are reasonably
requested by any indemnified party for contribution to such party in the event
the indemnifying party's indemnification is unavailable for any reason. In no
event shall the amount of indemnification due from any indemnifying party under
this Article VIII exceed the Purchase Price.
8. Entire Agreement. This Agreement contains the entire agreement
between the parties and supercede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
9. Amendment and Modifications. This Agreement may not be amended,
modified or supplemented except by an instrument or instruments in writing
signed by the party against whom enforcement of any such amendment, modification
or supplement is sought; provided, however, that such amendment, modification or
supplement must be approved by an agreement or consent in writing signed by
Maverick and the holders of a majority of the number of Registrable Securities
not yet sold to the public market by a Holder as of the date of such amendment,
modification or supplement.
10. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, provided, however, that no party hereto may assign its rights or
delegate its obligations under this Agreement without the express prior written
consent of the other party hereto. Nothing in this Agreement is intended to
confer upon any person not a party hereto (and their successors and assigns) any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
11. No Transfer or Assignment of Registration Rights. The registration
rights set forth in this Agreement shall not be transferable or assignable by
the Holders except to one or more persons or groups approved in writing by
Maverick; provided, however, that each transferee agrees in writing to be
subject to all the terms and conditions of this Agreement.
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MAVERICK OIL AND GAS, INC. HOLDERS:
/s/ V. Xxxxxxx Xxxxxx
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By: /s/ Xxxxxxx Xxxxxxx V. Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxx
Title: President -----------------------
Xxxx Xxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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