EXHIBIT 10.22
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of April 15, 1999, by and among Xxxxxx Exploration Company,
a Delaware corporation (the "COMPANY"), and Veritas DGC Land, Inc., a
Delaware corporation ("VERITAS").
WHEREAS, as of the date hereof, in exchange for certain indebtedness
owed by the Company to Veritas, the Company will issue a promissory note in
the principal amount of $4,696,040.60 payable to Veritas (the "NOTE"), and
will issue a warrant to purchase shares of Common Stock (as hereinafter
defined) to Veritas (the "WARRANT"); and
WHEREAS, as an inducement for Veritas to accept the Note and the
Warrant, the Company has agreed to provide the registration and other
rights set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
As used herein, the following terms shall have the meanings set forth
below:
1.1 "ACQUIRED SHARES" shall mean any shares of Common Stock acquired
by Veritas upon any whole or partial exercise of the Warrant.
1.2 "COMMISSION" shall mean the Securities and Exchange Commission.
1.3 "COMMON STOCK" shall mean the common stock, par value $0.01 per
share, of the Company.
1.4 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
1.5 "HOLDER" shall mean Veritas and any subsequent holder of
Registrable Securities.
1.6 "MARKET VALUE" of the Common Stock shall mean:
(a) If the Common Stock is listed on any established stock
exchange or a national market system, including, without
limitation, the National Market System of the National
Association of Securities Dealers Automated Quotation System, the
closing sales price for the Common Stock, or the mean between the
high bid and low asked prices if no sales were reported, as
quoted on such system or exchange (or, if the Common Stock is
listed on more than one exchange, then on the largest such
exchange) for the date the value is to be determined (or if there
are no sales or bids for such date, then for the last preceding
business day on which there were sales or bids), as reported in
The Wall Street Journal or similar publication.
(b) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the mean
between the high bid and low asked prices for the Common Stock on
the date the value is to be determined (or if there are no quoted
prices for the applicable date, then for the last preceding
business day on which there were quoted prices).
(c) In the absence of an established market for the Common
Stock, the Market Value shall be determined in good faith by the
Board of Directors of the Company, with reference to the
Company's net worth, prospective earning power, dividend-paying
capacity and other relevant factors, including the goodwill of
the Company, the economic outlook in the Company's industry, the
Company's position in its industry and its management, and the
values of stock of other corporations in the same or similar
lines of business.
1.7 "PERSON" shall mean any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock
company, business trust, trust or unincorporated entity.
1.8 "REGISTRABLE SECURITIES" shall mean the Acquired Shares until
such time as such securities cease to be Registrable Securities as set
forth in the following sentence. Any Registrable Security will cease to be
a Registrable Security when (i) a Registration Statement covering such
Registrable Security has been declared effective by the Commission and such
Registrable Security has been sold or disposed of pursuant to such
effective Registration Statement; (ii) such Registrable Security is
disposed of pursuant to Rule 144 (or any similar provision then in force)
under the Securities Act; (iii) such Registrable Security is eligible to
be, and at the time of determination can be, disposed of pursuant to
paragraph (k) of Rule 144 (or any similar provision then in force) under
the Securities Act; or (iv) such Registrable Security is held by the
Company or one of its subsidiaries.
1.9 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
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1.10 "SELLING HOLDER" shall mean a Holder who is selling Registrable
Securities pursuant to a Registration Statement.
ARTICLE II
REGISTRATION
2.1 REGISTRATION. Promptly after the date hereof, the Company shall
file a Form S-3 Registration Statement with the Securities and Exchange
Commission to register shares of Common Stock for issuance upon exercise of
the Warrant in an amount equal to the initial Warrant Shares (as defined in
the Warrant), and shall use its reasonable best efforts to ensure that such
Registration Statement is declared effective within 180 days of the date
hereof. The Company shall use its reasonable best efforts to amend such
Registration Statement to cover any increase in the number of Registrable
Securities underlying the Warrant upon the six month, one year and 18 month
anniversaries thereof, which amendment shall be effective prior to the date
of such increase. The Company shall also use its reasonable best efforts to
keep such Registration Statement effective until at least six months after
the expiration of the Warrant. Each such Registration Statement referred
to herein as a "Registration Statement." The registration rights granted
under this Section 2.1 are in addition to those provided in Section 2.2
below, and the Company's obligations hereunder shall not terminate or be
limited by the fact that piggy-back registration rights are available.
2.2 PIGGY-BACK REGISTRATION. If the Company proposes to register any
of its equity securities under the Securities Act for sale to the public,
whether for its own account or for the account of any other holders or both
(except with respect to Registration Statements on Forms S-4 or S-8 or for
purposes permissible under such forms as of the date hereof or a shelf
registration statement on Form S-3 or any form substituting therefor
relating to issuances of securities other than Common Stock (or securities
convertible into Common Stock) by the Company for cash), each such time it
will give written notice to all Holders of its intention to do so no less
than 20 days prior to the anticipated filing date. Upon the written
request received by the Company from any Holder no later than the 15th day
after receipt by such holder of the notice sent by the Company (which
request shall state the intended method of disposition thereof), the
Company will use reasonable best efforts to cause the Registrable
Securities as to which registration shall have been so requested to be
included in the securities to be covered by such Registration Statement,
all to the extent required to permit the sale or other disposition by each
Holder (in accordance with its written request) of such Registrable
Securities so registered; PROVIDED, HOWEVER, that the Company may at any
time prior to the effectiveness of any such Registration Statement, in its
sole discretion and without the consent of any Holder, abandon any proposed
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offering by the Company in which any Holder had requested to participate;
and PROVIDED FURTHER, that if the managing underwriter or underwriters of
such offering advise the Company that the total number of securities that
the Company, the holders of Registrable Securities, or such other persons
propose to include in such offering is such that the success of the
offering would be materially and adversely affected by inclusion of the
securities requested to be included, then the amount of securities to be
offered for the accounts of the Company, the holders of Registrable
Securities and other holders registering securities pursuant to
registration rights shall be allocated as follows:
(i) if such registration has been initiated by the Company
as a primary offering, FIRST to the securities sought
to be included by the Company, and SECOND to the
Registrable Securities sought to be included by the
Holders thereof and the securities sought to be
included by other holders of registration rights, pro
rata, on the basis of the number of securities owned by
each such holder; and
(ii) if such registration has been initiated by another
holder of registration rights, FIRST to the securities
sought to be included by such demanding holder, SECOND
to the Registrable Securities sought to be included by
the holders thereof and to all other securities sought
to be included by other holders of registration rights,
pro rata, on the basis of the number of securities
owned by each such holder and THIRD to the securities
sought to be included by the Company.
2.3 REGISTRATION PROCEDURES. If and whenever the Company is required
pursuant to this Agreement to effect the registration of any of the
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:
(a) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration
Statement effective for the periods provided in Section 2.1 and 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
in accordance with the Holders intended method of disposition.
(b) furnish to each Selling Holder and to each underwriter such
number of copies of the Registration Statement and the prospectus included
therein (including each preliminary prospectus and each document
incorporated by reference therein to the extent then required by the rules
and regulations of the Commission) as such Persons may reasonably request
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in order to facilitate the public sale or other disposition of the
Registrable Securities covered by such Registration Statement;
(c) if applicable, use reasonable best efforts to register or
qualify the Registrable Securities covered by such Registration Statement
under the securities or blue sky laws of such jurisdictions as the Selling
Holders shall reasonably request, provided that the Company will not be
required to qualify or to take any action that would subject it to general
service of process in any such jurisdiction where it is not then so
subject;
(d) immediately notify each Selling Holder, at any time when a
prospectus relating thereto is required to be delivered under the
Securities 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 any
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing and as promptly as practicable amend or supplement the prospectus
or take other appropriate action so that the prospectus doe not include an
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 light of the circumstances then existing:
(e) make available for inspection by the Selling Holders
designated by a majority thereof, and any attorney, accountant or other
agent retained by such representative of the Selling Holders (the
"INSPECTORS"), all financial and other records pertinent corporate
documents and properties of the Company (collectively, the "RECORDS"), and
cause the Company's officers, directors and employees to supply all
information reasonably requested by any such Inspectors in connection with
such Registration Statement;
(f) cause the Registrable Securities to be listed on the New
York Stock exchange, American Stock Exchange or on the NASDAQ National
Market if the Common Stock is or becomes so listed;
(g) use reasonable best efforts to keep effective and maintain
for the period of distribution, qualification, approval or listing obtained
to cover the Registrable Securities as may be necessary for the Selling
Holders to dispose thereof and shall from time to time amend or supplement
any prospectus used in connection therein to the extent necessary in order
to comply with applicable law;
(h) use reasonable best efforts to cause the Registrable
Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
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operations of the Company to enable the Selling Holders to consummate the
disposition of such Registrable Securities; and
(i) take such other actions as are reasonably requested by the
Selling Holders or the underwriters, if any, in order to expedite,
facilitate or consummate the disposition of such Registrable Securities.
Each Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in subsection 2.3(d) hereof,
such Holder will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement until such Holder's
receipt of the copies of the supplemental or amended prospectus
contemplated by subsection 2.3(d) hereof, and discard all copies, other
than permanent file copies then in such Holder's possession, of the most
recent prospectus covering such Registrable Securities at the time of
receipt of such notice. If the Company shall give such notice, the Company
shall extend the period during which the Registration Statement shall be
maintained effective pursuant to Section 2.1 of this Agreement by the
number of days during the period from and including the date of the giving
of notice pursuant to subsection 2.3(d) hereof to the date when the Company
shall make available to each Holder a prospectus supplemented or amended to
conform with the requirements of subsection 2.3(d) hereof.
2.4 RESTRICTIONS ON PUBLIC SALE BY SELLING HOLDERS OF REGISTRABLE
SECURITIES. To the extent not inconsistent with applicable law, including
insurance codes, each Selling Holder whose Registrable Securities are
included in a Registration Statement pursuant to this Agreement agrees not
to effect any public sale or distribution of the issue being registered (or
any securities of the Company convertible into or exchangeable or
exercisable for securities of the same type as the issue being registered)
during the 14 days before, and during the 90-day period beginning on, the
effective date of such Registration Statement (except as part of such
registration), but only in the case of an underwritten public offering by
the Company of securities of the same type as the Registrable Securities,
and even then only if and to the extent requested in writing (with
reasonable prior notice) by the managing underwriter or underwriters
provided that the duration of the foregoing restrictions shall be no longer
than the duration of the shortest restriction imposed by the underwriters
on the officers or directors or any other stockholder of the Company; and
provided further that the period of time for which the Company is required
to keep such registration statement which includes Registrable Securities
continuously effective shall be increased by a period equal to such
requested holdback period.
2.5 EXPENSES.
(a) "Registration Expenses" means all expenses incident to the
Company's performance under or compliance with this Agreement, including
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without limitation, all registration and filing fees, blue sky fees and
expenses, printing expenses, listing fees, fees and disbursements of
counsel and independent public accountants for the Company, fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, costs of insurance and reasonable out-of-
pocket expenses (including without limitation, reasonable legal fees of one
counsel for all Selling Holders not to exceed $5,000 per offering), but
excluding any Selling Expenses. "Selling Expenses" means all underwriting
fees, discounts and selling commissions allocable to the sale of the
Registrable Securities.
(b) The Company will pay all Registration Expenses in connection
with each Registration Statement filed pursuant to this Agreement, whether
or not the Registration Statement becomes effective, and the Selling
Holders shall pay all Selling Expenses in connection with any Registrable
Securities registered pursuant to this Agreement.
2.6 INDEMNIFICATION.
(a) In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Holder thereunder and each Person,
if any, who controls such Selling Holder within the meaning of the
Securities Act and the Exchange Act, against any losses, claims, damages or
liabilities (including reasonable attorneys' fees) ("LOSSES"), joint or
several, to which such Selling Holder or controlling Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as
such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such Registrable
Securities were registered under the Securities Act pursuant to this
Agreement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each such Selling Holder and
each such controlling Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
Loss or actions; PROVIDED, HOWEVER, that the Company will not be liable in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by such Selling Holder, or such controlling Person in
writing specifically for use in such Registration Statement or prospectus;
and PROVIDED, FURTHER, that with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus, the indemnity agreement contained in this subsection shall not
apply to the extent that any such loss, claim, damage, liability or expense
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results from the fact that a current copy of the prospectus was not sent or
given to the person asserting any such loss, claim, damage, liability or
expense at or prior to the written confirmation of the sale of the
Registrable Securities to such person if it is determined that it was the
sole responsibility of a Holder to provide such person with a current copy
of the prospectus and such current copy of the prospectus would have cured
the defect giving rise to such loss, claim, damage, liability or expense.
(b) Each Selling Holder agrees to indemnify and hold harmless
the Company, its directors, officers, employees and agents and each Person,
if any, who controls the Company within the meaning of the Securities Act
or of the Exchange Act to the same extent as the foregoing indemnity from
the Company to such Selling Holder, but only with respect to information
regarding such Selling Holder furnished in writing by or on behalf of such
Selling Holder expressly for inclusion in any Registration Statement or
prospectus relating to the Registrable Securities, or any amendment or
supplement thereto; PROVIDED, HOWEVER, that the liability of such Selling
Holder shall not be greater in amount than the dollar amount of the
proceeds (net of any Selling Expenses) received by such Selling Holder from
the sale of the Registrable Securities giving rise to such indemnification.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the indemnifying party
hereunder, notify the indemnifying party in writing thereof, but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party, unless the failure to
give such notice materially and adversely prejudices the indemnifying
party. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to
the extent it shall wish, to assume and undertake the defense thereof with
counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not
be liable to such indemnified party under this Section 2.6 for any legal
expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation and of
liaison with counsel as so elected; provided, however, that (i) if the
indemnifying party has failed to assume the defense and employ counsel or
(ii) if the defendants in any such action include both the indemnified and
the indemnifying party and counsel to the indemnified party shall have
concluded that there may be reasonable defenses available to the
indemnified party that are different from or additional to those available
to the indemnifying party or that the interests of the indemnified party
reasonablely may be deemed to conflict with the interests of the
indemnifying party, then the indemnified party shall have the right to
select a separate counsel and to assume such legal defense and otherwise to
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participate in the defense of such action, with the expenses and fees of
such separate counsel and other expenses related to such participation to
be reimbursed by the indemnifying party as incurred.
(d) If the indemnification provided for in this Section 2.6 is
unavailable to the Company or the Selling Holders or is insufficient to
hold them harmless in respect to any Losses, then each such 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 as between the Company on the one hand and each Selling Holder on
the other, in such proportion as is appropriate to reflect the relative
fault of the Company on the one hand and of each Selling Holder on the
other in connection with the statements or omissions which resulted in such
Losses, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and each Selling Holder on
the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statements of a material fact or the omission
or alleged omission to state a material fact has been made by, or relates
to, information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
ARTICLE III
MISCELLANEOUS
3.1 COMMUNICATIONS. All notices and other communications provided
for or permitted hereunder shall be made in writing by telecopy, courier
service or personal delivery;
(a) if to a Holder, at the most current address given by such
Holder to the Company in accordance with the provisions of this Section
3.1;
(b) if to the Company, initially at its address set forth in its
Form 10-K filed with the Commission; and
(c) for each, thereafter at such other address, notice of which
is given in accordance with the provisions of Section 3.1.
All such notices and communications shall be deemed to have been received
at the time delivered by hand, if personally delivered; when receipt
acknowledged, if telecopied; and on the next business day if timely
delivered to an air courier guaranteeing overnight delivery.
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3.2 SUCCESSOR AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including subsequent Holders of Registrable Securities.
3.3 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.
3.4 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
3.5 GOVERNING LAWS. Each party to this Agreement hereby irrevocably
agrees that any legal proceeding in respect of this Agreement may be
brought in the district courts of Xxxxxx County, Texas, or in the United
States District Court for the Southern District of Texas, Houston Division
(collectively, the "SPECIFIED COURTS"). Each party to this Agreement
hereby irrevocably submits to the nonexclusive jurisdiction of the state
and federal courts of the State of Texas. Each party to this Agreement
hereby irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement,
the Note or the Warrant, brought in any Specified Court, and hereby further
irrevocably waives any claims that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Each
party to this Agreement further irrevocably consents to the service of
process out of any of the Specified Courts in any such suit, action or
proceeding by the mailing of copies thereof by certified mail, return
receipt requested, postage prepaid, to such party. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE
STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN
EFFECT.
3.6 SEVERABILITY OF PROVISIONS. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in
any other jurisdiction.
3.7 ENTIRE AGREEMENT. This Agreement, together with the Note and the
Warrant and the other documents provided for therein are intended by the
parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect to the subject matter contained herein. There
are no restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein with respect to the registration rights
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granted by the Company with respect to the securities acquired pursuant to
the Warrant. This Agreement, the Note and the Warrant and the other
documents provided for therein supersede all prior agreements and
understandings between the parties with respect to such subject matter.
3.8 ATTORNEYS' FEES. In any action or proceeding brought to enforce
any provision of this Agreement, the successful party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses
and any other available remedy.
3.9 AMENDMENT. This Agreement may be amended only by means of a
written amendment signed by the Company and by the Holders of a majority of
the Registrable Securities.
3.10 REGISTRABLE SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. In
determining whether the Holders of the required amount of Registrable
Securities have concurred in any direction, amendment, supplement, waiver
or consent, Registrable Securities owned by the Company or one of its
Affiliates shall be disregarded.
3.11 ASSIGNMENT OF RIGHTS. The rights of any Holder under this
Agreement may be assigned to any Person who acquires any Registrable
Securities. Any assignment of registration rights pursuant to this Section
3.11 shall be effective only upon receipt by the Company of written notice
from such assigning Holder stating the name and address of any assignee.
The rights of an assignee under this Section 3.11 shall be the same rights
granted to the assigning Holder under this Agreement. In connection with
any such assignment, the term "Holder" as used herein shall, where
appropriate to assign the rights and obligations of the assigning Holder
hereunder to such assignee, be deemed to refer to the assignee.
3.12. LIQUIDATED DAMAGES. The parties hereto agree that the
failure of the Company to register shares of Registrable Securities held by
Veritas in the amounts and at the times required hereunder, and to meet its
obligations under Section 2.3(a) hereunder, Veritas shall be entitled to
declare the Note in default and, upon delivery of the Warrant (including
all rights thereunder) and any Registrable Securities held by Veritas to
the Company, shall be entitled to liquidated damages equal to the then
outstanding principal balance on the Note plus interest, from the date
hereof through the date such damages are actually paid, at a rate of 18%
per annum. Notwithstanding the foregoing, the amount of liquidated
damages shall be reduced by an amount equal to the number of Registerable
Securities sold by the holder hereunder multiplied by the "Market Price" or
"Market Value" (as defined in the Warrant) used in determining the number
of such Registerable Securities underlying the Warrant. The parties agree
that the liquidated damages set forth herein are reasonable and not a
penalty because of the difficulty of ascertaining the actual damages that
would be sustained by Veritas in the event of such a material breach of
this Agreement by the Company. In the event of such breach, Veritas may
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either elect the liquidated damages provided hereunder or, in the
alternative, pursue its remedies at law. In the event that Veritas elects
to receive liquidated damages as provided herein, such election shall act
as a termination of the Warrant and this Registration Rights Agreement and,
upon payment of such liquidated damages, a full and unconditional release
of any and all claims of Veritas arising under or relating to the Note, the
Warrant or this Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
XXXXXX EXPLORATION COMPANY
By: /S/ XXXXX X. XXXXXX
Name: XXXXX X. XXXXXX
Title: PRESIDENT
VERITAS DGC LAND, INC.
By: /S/ XXXXXX XXXXXXX
Name: XXXXXX XXXXXXX
Title: VICE PRESIDENT FINANCE
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