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Exhibit 99.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
December 15, 1995, by and between Harken Energy Corporation, a Delaware
corporation ("HARKEN") and Momentum Operating Co., Inc., a Texas corporation
("MOMENTUM").
RECITALS:
A. Reference is hereby made to that certain Purchase and Sale
Agreement dated as of even date herewith (the "PURCHASE AGREEMENT"), by and
among Harken, Momentum and Harken Exploration Company.
B. In order to induce Momentum to enter into the Purchase
Agreement (and recognizing that Momentum would not be willing to enter into the
Purchase Agreement in the absence of this Agreement), Harken has agreed to
provide Momentum with the registration rights set forth herein.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing Recitals
and the mutual agreements contained herein, the sufficiency of which is hereby
acknowledged and confirmed, the parties hereto, intending to be legally bound,
agree as follows:
SECTION 1. DEFINITIONS AND REFERENCES.
(a) When used in this Agreement, the following terms shall have
the respective meanings assigned to them in this Section 1 or in the sections,
subsections or other subdivisions or other documents referred to below:
"AGREEMENT" shall mean this Registration Rights Agreement, as
hereafter amended or modified in accordance with the terms hereof.
"CLOSING DATE" shall have the meaning assigned to it in the Purchase
Agreement.
"COMMISSION" shall mean the Securities and Exchange Commission (or any
successor body thereto).
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and all rules and regulations under such Act.
"FIRST REGISTRATION STATEMENT" shall have the meaning assigned to it
in Section 2(a).
"FIRST SHELF LIFE" shall have the meaning assigned to it in Section
2(a).
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"MATURITY I" shall have the meaning assigned to such term in the Note.
"MATURITY II" shall have the meaning assigned to such term in the
Note.
"NOTE" shall mean the promissory note of Harken issued to Momentum
pursuant to Section 2.4(d) of the Purchase Agreement.
"PURCHASE AGREEMENT" shall have the meaning assigned to it in
Paragraph A of the Recitals hereto.
"PURCHASE SHARES" shall mean the shares of Stock issued to Momentum
pursuant to Section 2.4(c) of the Purchase Agreement.
"REGISTRABLE SECURITIES" shall mean (i) the Purchase Shares, (ii) the
Tier One Stock and (iii) the Tier Two Stock.
"REGISTRATION EXPENSES" shall mean all expenses incident to Harken's
performance of or compliance with the registration rights granted hereunder,
including (without limitation) all registration and filing fees, fees and
expenses of compliance with securities and blue sky laws, printing and
engraving expenses, messenger, telephone and delivery expenses, and fees and
disbursements of counsel for Harken, all independent certified public
accountants and underwriters (excluding discounts and commissions); provided,
that Registration Expenses shall not include any Selling Expenses and shall not
include any expenses incurred by or on behalf of Momentum, including without
limitation, expenses or disbursements of any counsel retained by Momentum.
"SECOND REGISTRATION STATEMENT" shall have the meaning assigned to it
in Section 2(b).
"SECOND SHELF LIFE" shall have the meaning assigned to it in Section
2(b).
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and all rules and regulations under such Act.
"SELLING EXPENSES" shall mean underwriting discounts or commissions
and any selling commissions attributable to sales of Registrable Securities.
"STOCK" shall mean the common stock, par value $0.01 per share, of
Harken.
"THIRD REGISTRATION STATEMENT" shall have the meaning assigned to it
in Section 2(c).
"THIRD SHELF LIFE" shall have the meaning assigned to it in Section
2(c).
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"TIER ONE STOCK" shall mean those shares of Stock issued to Momentum
at Maturity I in accordance with the terms of the Note upon conversion of the
principal amount thereunder due at Maturity I into shares of Stock.
"TIER TWO STOCK" shall mean those shares of Stock issued to Momentum
at Maturity II in accordance with the terms of the Note upon conversion of the
principal amount thereunder due at Maturity II into shares of Stock.
(b) All references in this Agreement to sections, subsections and
other subdivisions refer to corresponding sections, subsections and other
subdivisions of this Agreement unless expressly provided otherwise. Titles
appearing at the beginning of any of such subdivisions are for convenience only
and shall not constitute part of such subdivisions and shall be disregarded in
construing the language contained herein. The words "this Agreement," "this
instrument," "herein," "hereof," "hereby," "hereunder" and words of similar
import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. Words in the singular form shall be construed to
include the plural and vice versa, unless the context otherwise requires.
SECTION 2. SHELF REGISTRATIONS.
(a) Harken will use its reasonable best efforts to prepare and
file with the Commission as soon as reasonably practicable after the Closing
Date and in any event no later than 30 days after the Closing Date a shelf
registration statement on Form S-3 or other appropriate form (the "FIRST
REGISTRATION STATEMENT") pursuant to Rule 415 under the Securities Act covering
the sale by Momentum of the Purchase Shares. Harken shall use its best efforts
to cause the First Registration Statement to be declared effective as soon as
reasonably practicable after the Closing Date and to keep the First
Registration Statement effective for no less than 270 days (the "FIRST SHELF
LIFE").
(b) On or before 30 days subsequent to Maturity I, Harken will
prepare and file with the Commission a shelf registration statement on Form S-3
or other appropriate form (the "SECOND REGISTRATION STATEMENT") pursuant to
Rule 415 under the Securities Act covering the sale by Momentum of the Tier One
Stock. Harken shall use its best efforts to cause the Second Registration
Statement to be declared effective as promptly as possible after the filing
thereof with the Commission and to keep the Second Registration Statement
effective for no less than 270 days (the "SECOND SHELF LIFE").
(c) On or before 30 days subsequent to Maturity II, Harken will
prepare and file with the Commission a shelf registration statement on Form S-3
or other appropriate form (the "THIRD REGISTRATION STATEMENT") pursuant to Rule
415 under the Securities Act covering the sale by Momentum of the Tier Two
Stock. Harken shall use its best efforts to cause the Third Registration
Statement to be declared effective as promptly as possible after the filing
thereof with the Commission and to keep the Third Registration Statement
effective for no less than 270 days (the "THIRD SHELF LIFE").
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(d) Harken shall be entitled to postpone, for a period not to
exceed 90 days, the filing of the Second Registration Statement or the Third
Registration Statement if the board of directors of Harken determines, in the
good faith exercise of its reasonable business judgment, that such registration
and offering could materially interfere with bona fide financing, acquisition,
or other material business plans of Harken or would require disclosure of
non-public information, the premature disclosure of which could materially
adversely affect Harken; provided, however, that Harken shall not be required
to disclose to Momentum any such transaction, plan or non-public information.
If Harken postpones the filing of the Second Registration Statement or the
Third Registration Statement, it shall promptly notify Momentum in writing when
the events or circumstances permitting such postponement have ended and at such
time shall proceed with the filing of the Second Registration Statement or the
Third Registration Statement, as applicable.
SECTION 3. REGISTRATION PROCEDURES. In connection with the
First Registration Statement, the Second Registration Statement and the Third
Registration Statement, Harken will use its best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto Harken will as
expeditiously as possible:
(a) prepare and file with the Commission a registration statement
on the appropriate form with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective
(provided, that before filing a registration statement or prospectus or any
amendments or supplements thereto, Harken will furnish copies of all such
documents proposed to be filed to Momentum);
(b) 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 a period of not less than the period set forth in such section or
such shorter period which will terminate when Registrable Securities covered by
such registration statement have been sold (but not before the expiration of
the applicable prospectus delivery period) and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by Momentum set forth in such registration statement;
(c) furnish to Momentum such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including, without limitation, each preliminary
prospectus) and such other documents as Momentum may reasonably request in
order to facilitate the disposition of the Registrable Securities;
(d) use its best efforts to register or qualify such Registrable
Securities for sale under such other securities or blue sky laws of such
jurisdictions within the United States as Momentum may reasonably request and
do any and all other acts and things which may be reasonably necessary or
advisable to enable Momentum to consummate the disposition in such
jurisdictions of the Registrable Securities (provided that Harken will not be
required to qualify generally to do business
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or subject itself to any general service of process in any jurisdiction where
it is otherwise not then so subject);
(e) notify Momentum, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event which requires the making of any change in the prospectus included
in such registration statement so that such document will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and,
at the request of Momentum, Harken will prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
(f) use its best efforts to cause all such Registrable Securities
to be listed on each securities exchange or exchanges, automated quotation
system or over-the-counter market upon which securities of Harken of the same
class are then listed;
(g) enter into such customary agreements (including, without
limitation, underwriting agreements in customary form, substance, and scope)
and take all such other actions as Momentum or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of the
Registrable Securities;
(h) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its
security holders an earnings statement no later than 90 days after the end of
the 12 month period beginning with the first day of Harken's first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;
(i) advise Momentum after Harken shall receive notice of the
issuance of any stop order by the Commission suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any
related prospectus or suspending the qualification of any shares of Stock
included in such registration statement for sale in any jurisdiction, or the
initiation or threatening of any proceeding for any such purposes and, Harken
will use its reasonable best efforts promptly to prevent the issuance of any
stop order or obtain the withdrawal of any such order if issued; and
(j) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
Momentum to consummate the disposition of the Registrable Securities.
Momentum agrees that, upon receipt of any notice from Harken of the
happening of any event of the kind described in Section 3(e) hereof, Momentum
will forthwith discontinue disposition of any Registrable Securities until
Momentum's receipt of the copies of the supplemented or
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amended prospectus contemplated by Section 3(e) hereof, or until it is advised
in writing by Harken that the use of the applicable prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incor- porated or deemed to be incorporated by reference in such prospectus.
Momentum also agrees that, upon a request from Harken to discontinue
disposition of any Registrable Securities for any reason, Momentum shall
discontinue disposition of any Registrable Securities covered by a registration
statement until Momentum has been advised in writing by Harken that Momentum
can resume disposition of the Registrable; provided, however, that any such
request will be limited to a period of no more than an aggregate of 60 days
during the First Shelf Life, an aggregate of 60 days during the Second Shelf
Life and an aggregate of 60 days during the Third Shelf Life. If any such
request shall be made, the First Shelf Life, the Second Shelf Life or the Third
Shelf Life, as applicable, shall be extended by an equal period.
Momentum shall furnish to Harken such information regarding Momentum,
the Registrable Securities held by Momentum and the intended method of
disposition thereof as Harken shall reasonably request and as shall be required
in connection with the preparation of the applicable registration statement and
other actions to be taken by Harken under this Agreement.
SECTION 4. EXPENSES. Harken shall pay all Registration Expenses
in connection with each registration effected pursuant to Section 2 and, in any
event, shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal and
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the securities to be registered on
each securities exchange on which similar securities issued by Harken are then
listed. All Selling Expenses and all expenses incurred by or on behalf of
Momentum, including without limitation, expenses of counsel to Momentum,
incurred in connection with a registration effected pursuant to the terms
hereof shall be borne by Momentum.
SECTION 5. INDEMNIFICATION.
(a) Harken shall indemnify and hold harmless, with respect to any
registration statement filed by it, to the full extent permitted by law,
Momentum, and each other person, if any, who controls Momentum within the
meaning of Section 15 of the Securities Act and each of their respective
officers, directors, agents and employees (collectively, "MOMENTUM INDEMNIFIED
PARTIES") against all losses, claims, damages, fines, liabilities and expenses,
joint or several to which any such Momentum Indemnified Party may become
subject under the Securities Act, the Exchange Act, at common law or otherwise,
insofar as such losses, claims, damages, fines, liabilities or expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in any registration statement in which
such Registrable Securities were included as contemplated hereby or 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, (ii)
any untrue statement or alleged untrue statement of a material fact contained
in any preliminary,
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final or summary prospectus, together with the documents incorporated by
reference therein (as amended or supplemented if Harken shall have filed with
the Commission any amendment thereof or supplement thereto), or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) any
violation or alleged violation by Harken of any federal, state or common law
rule or regulation applicable to Harken and relating to action of or inaction
by Harken in connection with any such registration; and in each such case,
Harken shall reimburse each such Momentum Indemnified Party for any reasonable
legal or other expenses incurred by any of them in connection with
investigating or defending any such loss, claim, damage, fine, liability,
expense, action or proceeding; provided, however, that Harken shall not be
liable to any such Momentum Indemnified Party in any such case to the extent
that any such loss, claim, damage, fine, liability or expense (or action or
proceeding, whether commenced or threatened, in respect thereof) arises out of
or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement or amendment thereof or
supplement thereto or in any such preliminary, final or summary prospectus in
reliance upon and in conformity with written information furnished to Harken by
or on behalf of any such Momentum Indemnified Party for use in the preparation
thereof. Such indemnity and reimbursement of expenses and other obligations
shall remain in full force and effect regardless of any investigation made by
or on behalf of the Momentum Indemnified Parties and shall survive the transfer
of any Registrable Securities by such Momentum Indemnified Parties.
(b) Momentum shall indemnify and hold harmless, to the fullest
extent permitted by law, Harken, its directors, officers, employees and agents,
and each person who controls Harken (within the meaning of Section 15 of the
Securities Act) (collectively, "HARKEN INDEMNIFIED PARTIES") against all
losses, claims, damages, fines, liabilities and expenses to which any Harken
Indemnified Party may become subject under the Securities Act, the Exchange
Act, at common law or otherwise, insofar as such losses, claims, damages,
fines, liabilities or expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) are caused by (i) any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement in which Registrable Securities were included or 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, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary, final or summary prospectus, together with the documents
incorporated by reference therein (as amended or supplemented if Harken shall
have filed with the Commission any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading to the
extent in the cases described in clauses (i) and (ii), that such untrue
statement or omission was furnished in writing by Momentum for use in the
preparation thereof, or (iii) any violation by Momentum of any federal, state
or common law rule or regulation applicable to Momentum and relating to action
of or inaction by such holder in connection with any such registration. Such
indemnity obligation shall remain in full force and effect regardless of any
investigation made by or on behalf of the Harken Indemnified Parties (except as
provided above) and shall survive the transfer of any Registrable Securities by
Momentum.
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(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) of written notice of the commencement of any action,
suit, proceeding, investigation or written threat thereof with respect to which
a claim for indemnification may be made pursuant to this Section 5, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the indemnifying party of the threat
or commencement thereof; provided, however, that the failure to so notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. If any such claim or
action referred to under subsection (a) or (b) is brought against any
indemnified party and it then notifies the indemnifying party of the threat or
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other indemnifying
party similarly notified, to assume the defense thereof 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 of any
such claim or action, the indemnifying party shall not be liable to such
indemnified party under this Section 5 for any legal expenses of counsel or any
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation unless
(i) the indemnifying party has failed to assume the defense of such claim or
action or to employ counsel reasonably satisfactory to such indemnified party
or (ii) in the reasonable judgement of the indemnified party, based upon
written advice of such indemnified party's counsel, representation of both
parties by the same counsel would be inappropriate due to an actual or
potential conflict of interests. Under no circumstances will the indemnifying
party be obligated to pay the fees and expenses of more than one law firm for
all indemnified parties. The indemnifying party shall not be required to
indemnify the indemnified party with respect to any amounts paid in settlement
of any action, proceeding or investigation entered into without the written
consent of the indemnifying party, which consent shall not be unreasonably
withheld or delayed. No indemnifying party shall consent to the entry of any
judgment or enter into any settlement without the consent of the indemnified
party unless (i) such judgment or settlement does not impose any obligation or
liability upon the indemnified party other than the execution, delivery or
approval thereof, and (ii) such judgment or settlement includes as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a full release and discharge (in form and substance
reasonably satisfactory to such indemnified party) from all liability in
respect of such claim for all persons that may be entitled to or obligated to
provide indemnification or contribution under this Section 5.
(d) Indemnification similar to that specified in the preceding
subsections of this Section 5 (with appropriate modifications) shall be given
by Harken and Momentum with respect to any required registration or
qualification of securities under any state securities or blue sky laws.
(e) If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b), then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages, fines, liabilities or expenses (or actions or proceedings in
respect thereof) referred to in subsection (a) or (b) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other in connection with the
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statements, omissions, actions or inactions which resulted in such losses,
claims, damages, fines, liabilities or expenses as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or the indemnified party, any action or
inaction by any such party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement, omission,
action or inaction. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, fines, liabilities or expenses (or
actions or proceedings in respect thereof) pursuant to this subsection (e)
shall be deemed to include, without limitation, any reasonable legal or other
expenses incurred by such indemnified party in connection with investigating or
defending any such action or claim (which shall be limited as provided in
subsection (c) if the indemnifying party has assumed the defense of any such
action in accordance with the provisions thereof) which is the subject of this
subsection (e). 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 was not guilty of such fraudulent
misrepresentation. Promptly after receipt by an indemnified party under this
subsection (e) of written notice of the commencement of any action, suit,
proceeding, investigation or threat thereof made in writing with respect to
which a claim for contribution may be made against an indemnifying party under
this subsection (e), such indemnified party shall, if a claim for contribution
in respect thereof is to be made against an indemnifying party, give written
notice to the indemnifying party in writing of the commencement thereof (if the
notice specified in subsection (c) has not been given with respect to such
action); provided, however, that the failure to so notify the indemnifying
party shall not relieve it from any obligation to provide contribution which it
may have to any indemnified party under this subsection (e) except to the
extent that the indemnifying party is actually prejudiced by the failure to
give notice.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this paragraph were determined by pro rata allocation
or by any other method of allocation which does not take account the equitable
considerations referred to in the immediately preceding paragraph.
If indemnification is available under this Section 5, the indemnifying
parties shall indemnify each indemnified party to the fullest extent provided
in subsections (a) and (b), without regard to the relative fault of said
indemnifying party or any other equitable consideration provided for in this
paragraph. The provisions of this paragraph shall be in addition to any other
rights to indemnification or contribution which any indemnified party may have
pursuant to law or contract, shall remain in full force and effect regardless
of any investigation made by or on behalf of any indemnified party, and shall
survive the transfer of any Registrable Securities by any such party.
(f) In connection with any underwritten offering contemplated by
this Agreement which includes Registrable Securities, Harken and Momentum
shall agree to customary provisions for indemnification and contribution
(consistent with the other provisions of this Section 5) in respect of losses,
claims, damages, fines, liabilities and expenses of the underwriters of such
offering.
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SECTION 6. SELECTION OF UNDERWRITERS.
(a) If any registration effected pursuant to Section 2 is an
underwritten offering, or a best efforts underwritten offering, the investment
banker or investment bankers and manager or managers that will administer the
offering shall be selected by Harken; provided, however, that any such
investment banker or manager shall be reasonably satisfactory to Momentum.
SECTION 7. RULE 144. Harken covenants to Momentum that, Harken
shall (a) timely file the reports required to be filed by it under the Exchange
Act or the Securities Act (including, but not limited to, the reports under
Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of
Rule 144 adopted by the Commission under the Securities Act), and (b) take such
further action as Momentum may reasonably request, all to the extent required
from time to time to enable Momentum to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission. Upon the request of Momentum, Harken shall deliver to Momentum a
written statement as to whether it has complied with such requirements.
SECTION 8. MISCELLANEOUS.
(a) Momentum agrees as follows:
(i) If any Registrable Securities are being registered in
any registration pursuant to this Agreement, Momentum will comply with all
anti-stabilization, manipulation and similar provisions of Section 10 of the
Exchange Act, as amended, and any rules promulgated thereunder by the
Commission and, at the request of Harken, will execute and deliver to Harken
and to any underwriter participating in such offering, an appropriate agreement
to such effect.
(ii) At the end of any period during which Harken is
obligated to keep a registration statement current and effective as described
herein, Momentum shall discontinue sales thereof pursuant to such registration
statement.
(b) All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by the internal law, and not
the law of conflicts, of the State of Texas.
(c) Momentum shall not assign its rights or obligations under this
Agreement, nor delegate any of or all of its obligations under this Agreement,
to any person or entity (including without limitation any transferee of any
Registrable Securities); and, except as required under the laws of descent and
distribution, no transferee of any Registrable Securities shall have any rights
granted under this Agreement as a result of the transfer of any Registrable
Securities to such transferee; provided, however, that Momentum may assign its
rights to any affiliated entity to which it transfers all or a part of the
Registrable Securities. This Agreement shall be binding upon and shall inure
to the benefit of the Company and Momentum and to their respective heirs, legal
representatives, and with respect to Harken, its assignees.
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(d) All covenants and agreements in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
(e) Except as may be provided in the Purchase Agreement, (i) this
Agreement is 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 of the subject matter herein
contained, (ii) there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by Harken to Momentum, and (iii) this Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
(f) All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (i) upon receipt, when delivered
personally or sent by reputable express courier service (charges prepaid), (ii)
two business days after mailing if mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid, or (iii) upon
receipt if sent by telefax, in each case to the parties at the following
address (or to such other address or to the attention of such other person as
the recipient party has specified by prior like notice to the sending party):
If to Harken:
Harken Energy Corporation
0000 X. XxxXxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telecopier No.: (000)000-0000
Attention: Xxxxx X. Xxxxxxxx, Chairman
with a copy to:
Xxxxx X. Xxxxxxxx, General Counsel
If to Momentum:
Momentum Operating Co., Inc.
000 Xxxxx Xxxx
X.X. Xxx 000
Xxxxxx, Xxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, President
(g) If any provision of this Agreement is held to be
unenforceable, this Agreement shall be considered divisible and such provision
shall be deemed inoperative to the extent it is deemed unenforceable, and in
all other respects this Agreement shall remain in full force and effect;
provided, however, that if any such provision may be made enforceable by
limitation thereof, then
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such provision shall be deemed to be so limited and shall be enforceable to the
maximum extent permitted by applicable law.
(h) This Agreement may be executed by the parties hereto in any
number of counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HARKEN ENERGY CORPORATION
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxxx,
President and Chief Operating Officer
MOMENTUM OPERATING CO., INC.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx
President
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