EXHIBIT 10.17
SCHEDULE "E" ATTACHED AN ASSET SALE AGREEMENT DATED FEBRUARY
23, 2005 MADE BETWEEN RALLY ENERGY CORP., AS VENDOR, AND
XXXXXXX INTERNATIONAL RESOURCES INC., AS PURCHASER
Registration Rights
1. Definitions. Unless otherwise defined herein, capitalized terms used in
this Schedule "E" have the meanings assigned to them in the Asset Sale Agreement
to which this Schedule "E" is attached (the "Sale Agreement"). As used in this
Schedule "E," the following terms shall have the following meanings:
"Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person.
"Commission" means the United States Securities and Exchange Commission.
"Common Shares" means common shares in the capital of the Purchaser.
"Pro Rata" means, with respect to the Common Shares of a Registering
Shareholder or of the Purchaser to be excluded from an underwritten public
offering as provided in this Schedule "E," the number which bears the same
proportion to the total number of Common Shares to be excluded as the aggregate
number of Common Shares sought to be sold by such Registering Shareholder or the
Purchaser, as the case may be, bears to the aggregate number of Common Shares
sought to be sold by the Purchaser and all Registering Shareholders
participating in such offering whose shares are to be excluded.
"Registering Shareholder" means any Shareholder, including the Vendor,
whose Registrable Securities are being registered for resale by the Purchaser.
"Registrable Securities" means, collectively, (i) Common Shares of the
Purchaser issued pursuant to the Sale Agreement, (ii) Common Shares or other
securities issued upon exercise of Warrants issued pursuant to the Sale
Agreement, and (iii) Common Shares or other securities issued, issuable,
delivered or deliverable pursuant to a stock dividend, stock split, spin-off or
other distribution or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise
with respect to Registrable Securities including, without limitation, securities
of other corporations or entities. Registrable Securities shall cease to be
Registrable Securities when the Purchaser shall furnish the Vendor with a
written opinion of counsel reasonably satisfactory to the Vendor to the effect
that the offer and sale of such Registrable Securities would be exempt from the
registration and qualification requirements of all applicable federal and state
securities laws and would result in all purchasers who are transferees thereof
obtaining securities that are not "restricted securities" as defined in Rule 144
under the U.S. Securities Act, provided that promptly following receipt of
certificates for such Registrable Securities bearing a legend restricting
transfer thereof the Purchaser shall issue a replacement certificate bearing no
such restrictive legend.
"Registration Expenses" means all expenses incident to the Purchaser's
performance of or compliance with this Schedule "E" and the completion of
transactions relating thereto including, without limitation, all registration
and filing fees, all fees and expenses of complying with state and federal
securities or blue sky laws, all printing expenses, the fees and disbursements
of the Purchaser's independent public accountants, including the expenses of any
special audits, reviews, compilations or other reports or information required
by or incident to such performance and compliance, and any fees or expenses of
counsel for the Purchaser and of one special counsel to represent the Vendor,
but excluding (i) any allocation of Purchaser or Vendor personnel or other
general overhead expenses of the Purchaser or the Vendor or other expenses for
the preparation of financial statements or other data normally prepared by the
Purchaser in the ordinary course of its business, which shall be borne by the
party incurring the expense in all cases, and (ii) any underwriting discounts
and commissions with respect to such Registrable Securities, which shall be
borne by the Vendor.
"Shareholder" means a holder of Common Shares or Warrants.
"U.S. Exchange Act" means the United States Securities Exchange Act of
1934, as amended.
2. Registration on Request. (a) Upon the written request of the Vendor,
requesting that the Purchaser effect the registration under the U.S. Securities
Act of all or part of the Registrable Securities held by the Vendor and
specifying the intended method or methods of disposition of such Registrable
Securities, the Purchaser will in the manner contemplated by Section 4 use its
best efforts to effect, at the earliest possible date, the registration, under
the U.S. Securities Act of the Registrable Securities which the Purchaser has
been so requested to register by the Vendor, for disposition as stated in such
request, to the extent required to permit the disposition (in accordance with
the intended methods thereof as aforesaid) of the Registrable Securities to be
so registered, provided that (A) if the Purchaser shall have previously effected
a registration of which notice has been given to the Vendor pursuant to Section
3, in which the Vendor was permitted to sell all Registrable Securities it
desired to sell, the Purchaser shall not be required to effect a registration
pursuant to this Section 2 until a period of 90 days shall have elapsed from the
effective date of the most recent such previous registration, and (B) the
Purchaser shall not be obligated to effect any registration requested by Vendor
pursuant to this Section 2(a) unless such request pertains to the registration
of at least 500,000 Common Shares as currently constituted (or, if less, all of
the Registrable Securities then owned by the Vendor). Each registration
requested pursuant to this Section 2 shall be (i) effected by the filing of a
registration statement on such form as may be appropriate for the proposed
disposition of the Registrable Securities, and (ii) if the Purchaser is
qualified and if agreed to in writing by the Vendor, filed pursuant to Rule 415
under the U.S. Securities Act (or equivalent rule then in effect).
(b) The Purchaser will pay all Registration Expenses in connection with
each registration of Registrable Securities effected by the Purchaser pursuant
to this Section 2.
(c) The Purchaser represents that, except for the registration rights (a
copy of which are attached hereto) contained in the subscription agreements for
the private placement completed by the Purchaser on or about October 31, 2003
and except for the rights granted in this Schedule "E," it has not granted to
any Person the right to request registration of its securities. In addition, the
Purchaser covenants that, subject to the provisions of Section 8, it will not
grant to any Person other than the Vendor the right to request a registration of
securities. The Purchaser may grant incidental rights to participate in
registrations comparable to those granted in Section 3.
(d) If requested by the underwriters for any underwritten offering of
Registrable Securities on behalf of the Vendor pursuant to a registration
requested under this Section 2, the Purchaser will enter into an underwriting
agreement with such underwriters for such offering, such agreement to contain
such representations and warranties by the Purchaser and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, indemnities and
contribution provisions which shall be in addition to, and not in lieu of, the
indemnities and contribution provisions provided in Section 6.
(e) If, at any time after requesting registration pursuant to Section 2(a)
and prior to the effective date of the registration statement filed in
connection with such registration request, the Vendor shall determine for any
reason not to register such Registrable Securities, the Vendor may, at its
election, give written notice of such determination to the Purchaser. The
Purchaser shall then be relieved of its obligations to register any Registrable
Securities in connection with such registration request (but not its obligation
to pay the Registration Expenses in connection therewith as provided in Section
2(b)), without prejudice, however, to the right of the Vendor to make a
subsequent request pursuant to Section 2(a) to request that a registration be
effected.
(f) In no case shall the Purchaser grant to any holder of Registrable
Securities other than the Vendor the right to have such Registrable Securities
registered under the U.S. Securities Act pursuant to a registration statement
filed connection with a request by the Vendor for registration pursuant to
Section 2(a).
(g) In connection with any request for registration pursuant to Section
2(a), the Purchaser may, on one occasion only, upon a good-faith determination
by the Purchaser's Board of Directors that such a registration would interfere
with the completion by the Purchaser of a proposed corporate transaction, notify
the Vendor that it intends to defer such registration for up to one hundred
twenty (120) days. In such event the Vendor may rescind its registration
request, and shall again be entitled to request such registration under Section
2(a), but not sooner than the end of the period of deferral determined by the
Purchaser.
(h) The Purchaser agrees that no Registrable Securities shall be, or shall
be convertible into, securities of a corporation or entity other than the
Purchaser unless the Purchaser first obtains the prior written consent of the
Vendor (which may be unreasonably withheld) and the written acknowledgement and
agreement of such other corporation or entity to provide the Vendor with
registration rights at least as favorable as the registration rights provided
for in this Schedule "E".
3. Incidental Registrations. (a) If, at any time, the Purchaser proposes to
register any of its securities under the U.S. Securities Act, whether or not for
sale for its own account, on a form and in a manner which would permit
registration of Registrable Securities for sale to the public under the U.S.
Securities Act, it will each such time give prompt written notice to the Vendor
of its intention to do so, describing such securities and specifying the form
and manner and the other relevant facts involved in such proposed registration,
and upon the written request of the Vendor delivered to the Purchaser within
thirty (30) days after the giving of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by the Vendor and
the intended method of disposition thereof), the Purchaser will use its best
efforts to effect the registration under the U.S. Securities Act of all
Registrable Securities which the Purchaser has been so requested to register by
the Vendor, to the extent requisite to permit the disposition (in accordance
with the intended methods thereof as aforesaid) of the Registrable Securities so
to be registered, provided that:
(i) if, at any time after giving such written notice of its intention
to register any of its securities and prior to the effective date of the
registration statement filed in connection with such registration, the
Purchaser shall determine for any reason not to register such securities,
the Purchaser may, at its election, give written notice of such
determination to the Vendor and thereupon shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses
in connection therewith as provided in Section 3(b)), without prejudice
however to the rights of the Vendor to request that such registration be
effected as a registration under Section 2(a);
(ii) if the registration so proposed by the Purchaser involves an
underwritten offering of the securities so being registered, whether or not
for sale for the account of the Purchaser, to be distributed (on a firm
commitment basis) by or through one or more underwriters of recognized
standing under underwriting terms appropriate for such a transaction, and
the managing underwriter of such underwritten offering shall advise the
Purchaser in writing that, in its opinion, the distribution of all or a
specified portion of the Registrable Securities which the Vendor has
requested the Purchaser to register in accordance with this Section 3(a)
concurrently with the securities being distributed by such underwriters
will materially and adversely affect the distribution of such securities by
such underwriters (such opinion to state the reasons therefor), then the
Purchaser will promptly furnish the Vendor with a copy of such opinion and
may deny, by written notice to the Vendor accompanying such opinion, the
registration of a specified portion of such Registrable Securities (such
portion to be allocated Pro Rata among all Registering Shareholders and the
Purchsaser); and
(iii) the Purchaser shall not be obligated to effect any registration
of Registrable Securities under this Section 3 incidental to the
registration of any of its securities in connection with dividend
reinvestment plans or stock option or other employee benefit plans.
(b) The Purchaser will pay all Registration Expenses in connection with
each registration of Registrable Securities requested pursuant to this Section
3.
4. Registration Procedures. (a) If and whenever the Purchaser is required
to use its best efforts to effect the registration of any Registrable Securities
under the U.S. Securities Act as provided in Section 2 or 3, the Purchaser will
as expeditiously as possible:
(i) prepare and promptly file with the Commission a registration
statement with respect to such Registrable Securities (in any event, use
its best efforts to file such registration statement within sixty (60) days
after the end of the period within which requests for registration may be
delivered to the Purchaser) and use its best efforts to cause such
registration statement to become effective as soon as possible;
(ii) 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 and to comply with the provisions of the U.S.
Securities Act with respect to the disposition of all Registrable
Securities and other securities covered by such registration statement
until the earlier of such time as all of such Registrable Securities and
other securities have been disposed of in accordance with the intended
methods of disposition by the Vendor set forth in such registration
statement or the expiration of nine (9) months after such registration
statement becomes effective;
(iii) furnish to the Vendor, without charge, such number of conformed
copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number of
copies of the prospectus included in such registration statement (including
each preliminary prospectus and any summary prospectus), in conformity with
the requirements of the U.S. Securities Act, such documents incorporated by
reference in such registration statement or prospectus, and such other
documents, as the Vendor may reasonably request;
(iv) use its best efforts to register or qualify all Registrable
Securities and other securities covered by such registration statement
under the securities or blue sky laws of such jurisdictions as the Vendor
(or in an underwritten offering, the managing underwriter) shall reasonably
request, and do any and all other acts and things which may be necessary or
advisable to enable the Vendor to consummate the disposition in such
jurisdictions of its Registrable Securities covered by such registration
statement, except that the Purchaser shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in
any jurisdiction wherein it is not so qualified, or to subject itself to
taxation in any such jurisdiction, or to consent to general service of
process in any such jurisdiction;
(v) furnish to the Vendor a signed counterpart, addressed to the
Vendor, of (A) an opinion of counsel for the Purchaser, dated the effective
date of such registration statement (or, if such registration includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement speaking both as of the effective date of the
registration statement and the date of the closing under the underwriting
agreement) and (B) a "cold comfort" letter dated the effective date of such
registration statement (and, if such registration statement includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who
have certified the Purchaser's financial statements included in such
registration statement, covering substantially the same matters with
respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to
events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities and such other matters as the Vendor may reasonably request;
(vi) immediately notify the Vendor, at any time when a prospectus
relating to the sale of Registrable Securities by it is required to be
delivered under the U.S. Securities 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 any 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 at the Vendor's request prepare and furnish to the
Vendor a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities or other securities, such
prospectus shall 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 the light of the circumstances
then existing;
(vii) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its
securities holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve (12) months, which shall
satisfy the provisions of Section 11(a) of the U.S. Securities Act; and
(viii) use its best efforts to list such securities on the Nasdaq and
each securities exchange on which the Common Shares of the Purchaser are
then listed, if such securities are not already so listed and if such
listing is then permitted under the rules of such exchange, and, if
necessary, provide a transfer agent and registrar for such Registrable
Securities not later than the effective date of such registration
statement.
The Purchaser may require the Vendor to furnish the Purchaser such information
regarding such holder and the distribution of such securities as the Purchaser
may from time to time reasonably request in writing and as shall be required by
law or by the Commission in connection with any registration statement filed in
connection with the registration of Registrable Securities hereunder.
(b) If the Purchaser at any time proposes to register any of its securities
under the U.S. Securities Act (other than pursuant to a request made under
Section 2), whether or not for sale for its own account, and such securities are
to be distributed by or through one or more underwriters, the Purchaser will
make reasonable efforts, if requested by the Vendor in connection with a request
of incidental registration of Registrable Securities in connection therewith
pursuant to Section 3, to arrange for such underwriters to include such
Registrable Securities among those securities to be distributed by or through
such underwriters, provided that, for purposes of this sentence, reasonable
efforts shall not require the Purchaser or any other holder of the securities
proposed to be distributed by or through such underwriters to reduce the amount
or sale price of such securities proposed to be so distributed. In the event
that the Vendor makes a request pursuant to the first sentence of this Section
4(b), the Vendor shall be a party to any such underwriting agreement and the
representations and warranties by, and the other agreements on the part of, the
Purchaser to and for the benefit of such underwriters, shall also be made to and
for the benefit of the Vendor.
(c) Whenever a registration requested pursuant to Section 2 is for an
underwritten offering, the Vendor shall have the right to select the managing
underwriter to administer the offering. If the Purchaser at any time proposes to
register any of its securities under the U.S. Securities Act for sale for its
own account and such securities are to be distributed by or through one or more
underwriters, the managing underwriter shall be selected by the Purchaser.
5. Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the U.S. Securities Act, the Purchaser will give the Vendor and
the underwriters, if any, and their respective counsel and accountants, the
opportunity to review and comment upon such registration statement, each
prospectus included therein or filed with the Commission, and each amendment
thereof or supplement thereto, and will give each of them such access to its
books and records and such opportunities to discuss the business of the
Purchaser with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the reasonable
opinion of the Vendor and such underwriters or their respective counsel, to
conduct a reasonable investigation within the meaning of the U.S. Securities
Act.
6. Indemnification; Contribution. (a) In the event of any registration of
any securities of the Purchaser under the U.S. Securities Act, the Purchaser
will, and hereby does, indemnify and hold harmless in the case of any
registration statement filed pursuant to Section 2 or 3, the Vendor, its
directors and officers, each officer and director of each underwriter, each
other person who participates as an underwriter in the offering or sale of such
securities and each other person, if any, who controls such holder or any such
underwriter within the meaning of the U.S. Securities Act against any losses,
claims, damages, liabilities and expenses, joint or several, to which such
holder or any such director or officer or participating or controlling person
may become subject under the U.S. Securities Act, the U.S. Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions or proceedings or investigations in respect thereof) arise out of or are
based upon (x) any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such securities were
registered under the U.S. Securities Act, any preliminary prospectus (unless,
with respect to the indemnification of the officers and directors of each
underwriter and each other person participating as an underwriter, any such
statement is corrected in a subsequent prospectus and the underwriters are given
the opportunity to circulate the corrected prospectus to all persons receiving
the preliminary prospectus), final prospectus or summary prospectus included
therein, or any amendment or supplement thereto, or any document incorporated by
reference therein, or (y) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (z) any violation by the Purchaser of any securities
laws, and the Purchaser will reimburse the Vendor and each such director,
officer, participating person and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
however, that the Purchaser shall not be liable to the Vendor or any such
director, officer, participating person or controlling person in any such case
to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Purchaser in an instrument
executed by or under the direction of the Vendor or such director, officer,
participating person or controlling person for use in the preparation thereof,
which information was specifically stated to be for use in the registration
statement, prospectus, offering circular or other document. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Vendor or any such director, officer, participating person or
controlling person and shall survive the transfer of such securities by the
Vendor. The Purchaser shall agree to provide for contribution relating to such
indemnity as shall be reasonably requested by the Vendor or the underwriters.
(b) The Purchaser may require, as a condition to including any Registrable
Securities in any registration statement filed pursuant to Section 2(a), that
the Purchaser shall have received an undertaking satisfactory to it from the
Vendor and its underwriters, to indemnify and hold harmless the Purchaser, each
director of the Purchaser, each officer of the Purchaser who shall sign such
registration statement and each other person, if any, who controls the Purchaser
within the meaning of the U.S. Securities Act, with respect to any statement in
or omission from such registration statement, any preliminary prospectus, final
prospectus or summary prospectus included therein, or any amendment or
supplement thereto, but only if such statement or omission was made in reliance
upon and in conformity with written information furnished to the Purchaser
through an instrument duly executed by the Vendor or its underwriters
specifically stating that it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement, provided that the obligations of the Vendor under any
such provision shall be limited to an amount equal to the net proceeds to it
from sales of Registrable Securities sold as contemplated herein. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Purchaser or any such director, officer or controlling person
and shall survive the transfer of such securities by the Vendor.
(c) Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in the
preceding subdivisions of this Section 6, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 6 except to the extent that the
indemnifying party's liabilities and obligations under this Section 6 are
increased as a result of such failure to give notice. In case any such action is
brought against an indemnified party, the indemnifying party shall be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the indemnified
party in connection with the defense thereof unless (i) the indemnifying party
shall have failed to retain counsel for the indemnified party as aforesaid, (ii)
the indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel or (iii) representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any
other person represented by such counsel in such proceeding or the indemnified
party shall have reasonably concluded that there may be legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to direct the defense of such action on behalf of the indemnified party.
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 to such claim or litigation. The indemnifying party shall
not be liable for any settlement of any proceeding effected without the written
consent of such indemnifying party, but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify each indemnified party from and against any loss or liability by
reason of such settlement or judgment.
(d) Indemnification similar to that specified in this Section 6 (with
appropriate modifications) shall be given by the Purchaser and the Vendor with
respect to any required registration or other qualification of such Registrable
Securities under any federal or state law or regulation or governmental
authority other than the U.S. Securities Act.
7. Information Filing; Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Registrable Securities to the public without
registration (but in no way reducing the rights of the Vendor hereunder), the
Purchaser agrees at all times after the date of the Sale Agreement at its cost
and expense to use its best efforts to:
(a) make and keep available "current public information," as that term is
defined in Rule 144 under the U.S. Securities Act;
(b) file with the Commission in a timely manner all reports and other
documents required of the Purchaser under the U.S. Securities Act and the U.S.
Exchange Act;
(c) furnish to the Vendor, or any transferee of all or any portion of its
rights pursuant to Section 8 hereof, promptly upon request a written statement
by the Purchaser as to its compliance with the reporting requirements of the
U.S. Securities Act and the U.S. Exchange Act, a copy of the most recent annual
or quarterly report of the Purchaser, and such other reports and documents so
filed by the Purchaser as such holder may reasonably request in availing itself
of any rule or regulation of the Commission allowing such holder to sell any
Registrable Securities without registration; and
(d) comply with the information furnishing provisions of Rule 144A(d)(4)
under the U.S. Securities Act in connection with any proposed sale by the Vendor
of Registrable Securities pursuant to Rule 144A under the U.S. Securities Act.
8. Transfer of Registration Rights. The registration rights granted to the
Vendor in this Schedule "E" may be transferred and assigned by the Vendor to the
extent that any Registrable Securities are transferred to (a) any Affiliate of
the Vendor, or (b) any transferee who acquires not less than 500,000 Common
Shares (as currently constituted) from the Vendor, and for purposes of these
registration rights any such transferee shall become the "Vendor" with respect
to the Registrable Securities so transferred. To the extent that the Vendor
retains Registrable Securities after any such transfer and assignment, such
Registrable Securities shall continue to be subject to the registration rights
set forth in this Schedule "E."
RALLY ENERGY CORP.
Per: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President, Negotiations &
Contracts
Per: /s/ Xxxx Xxxx
--------------------------------
Xxxx Xxxx
Vice President, Finance and
Chief Financial Officer
XXXXXXX INTERNATIONAL RESOURCES INC.
Per: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
President & Chief Executive Officer
