EXHIBIT 10.8
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of the 21st day of December, 2007
(this "Agreement") by and between GLOBAL RESOURCE CORPORATION, a Nevada
corporation (the "Corporation"), and PROFESSIONAL OFFSHORE OPPORTUNITY FUND,
LTD. (the "Investor").
W I T N E S S E T H :
WHEREAS, the Investor owns or has the right to purchase or otherwise
acquire shares of the Common Stock (as hereinafter defined) of the Corporation;
and
WHEREAS, the Corporation and the Investor deem it to be in their respective
best interest to set forth the rights of the Investor in connection with the
registration of such Common Stock under applicable securities laws; and
WHEREAS, the execution and delivery of this Agreement is a condition to the
Securities Purchase Agreement to be provided by the Investor to the Corporation
on the date hereof;
NOW, THEREFORE, in consideration of the premises and mutual covenants and
obligations hereinafter set forth, the Corporation and the Investor hereby agree
as follows:
Section 1. Definitions.
As used in this Agreement the following terms shall have the following
meanings:
(a) "Commission" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.
(b) "Common Stock" means the common stock, par value $.001, of the
Corporation.
(c) "Exchange Act" means the Securities Exchange Act of 1934 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
(d) "Investor" means Professional Offshore Opportunity Fund, Ltd.,
Professional Traders Fund LLC and each additional person who shall execute a
counterpart signature page hereto, and includes any successor to, or assignee or
transferee of, any such person who or which agrees in writing to be treated as
an Investor hereunder and to be bound by the terms and comply with all
applicable provisions hereof.
(e) "Other Shares" means at any time those shares of Common Stock which do
not constitute Primary Shares or Registrable Shares.
(f) "Primary Shares" means at any time the authorized but unissued shares
of Common Stock of the Corporation.
(g) "Registrable Shares" means shares of Common Stock now or hereafter held
by the Investor, whether acquired or acquirable pursuant to or in connection
with the Securities Purchase Agreement, the Warrant or any other agreements in
connection with this transaction. As to any particular Registrable Shares, once
issued, such Registrable Shares shall cease to be Registrable Shares when (i)
they have been registered under the Securities Act, the registration statement
in connection therewith has been declared effective and they have been disposed
of pursuant to such effective registration statement, (ii) they are eligible to
be sold or distributed pursuant to Rule 144 within any consecutive three month
period (including, without limitation, Rule 144(k)) without volume limitations,
or (iii) they shall have ceased to be outstanding.
(h) "Rule 144" means Rule 144 promulgated under the Securities Act or any
successor rule thereto.
(i) "Securities Act" means the Securities Act of 1933 or any successor
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect from time to time.
(j) "Securities Purchase Agreement" means the Securities Purchase Agreement
dated the date hereof between the Corporation and the Investor.
(k) "Warrant" means each Warrant dated the date hereof issued by the
Corporation to the Investor.
Section 2. Registration.
(a) Mandatory Registration. The Corporation shall use its best efforts to
prepare, and as soon as practicable, but not later than ninety (90) calendar
days following the date hereof, file with the SEC a Registration Statement or
Registration Statements (as necessary) on Form SB-2 (or, if such form is
unavailable for such a registration, on such other form as is available for such
a registration), covering the resale of all of two times the number of the
Registrable Securities, which Registration Statement(s) shall state that, in
accordance with Rule 416 promulgated under the 1933 Act, such Registration
Statement also covers such indeterminate number of additional shares of Common
Stock as may become issuable upon stock splits, stock dividends or similar
transactions.
(b) The Corporation shall cause a Registration Statement to be declared
effective by the SEC by June 30, 2008.
(c) The Corporation agrees not to include any other securities in this
Registration Statement without Investor's prior written consent. Furthermore,
except as provided in Section 2(d), the Company agrees that it will not file any
other Registration Statement for other securities, until ninety (90) calendar
days after the Registration Statement for the Registrable Securities is declared
effective.
(d) Investor acknowledges awareness of the Corporation's intent to file a
Registration Statement in early 2008 covering the 11,188,996 shares of Common
Stock previously issued for the acquisition of the assets of Carbon Recovery
Corporation ("CRC") and the 11,145,225 shares previously issued for the
acquisition of the assets of Mobilestream Oil, Inc. "MSRM"), together with:
(i) 3,908,340 CRC "B" Warrants, exercisable at $2.75 per share, and the
underlying 3,908,340 shares of Common Stock;
(ii) 1,397,600 CRC "C" Warrants, exercisable at $2.75 per share, and the
underlying 1,397,600 shares of Common Stock;
(iii) 1,397,600 CRC "D" Warrants, exercisable at $4.00 per share, and the
underlying 1,397,600 shares of Common Stock; and
(iv) 3,205,867 MSRM Warrants, exercisable at $4.75 per shares, and the
underlying 3,705,867 shares of Common Stock.
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(v) Investor acknowledges awareness of the Corporation's intent to file a
Registration Statement in early 2008 covering (x) the 300,000 Warrants issued to
Black Diamond Fund LLP pursuant to the rescission of the prior "Westor
transaction", consisting of the 150,000 Warrants exercisable at $.80, the 50,000
Warrants exercisable at $1.65 per share, the 50,000 Warrants exercisable at
$1.85 per share, the 50,000 Warrants exercisable at $2.00 per share, and the
underlying 300,000 shares of Common Stock and (y) the 500,000 Warrants issued to
Nutmeg/Mercury Fund LLP pursuant to the rescission of the prior "Westor
transaction", consisting of the 250,000 Warrants exercisable at $.80, the 83,333
Warrants exercisable at $1.65 per share, the 83,333 Warrants exercisable at
$1.85 per share, the 83,334 Warrants exercisable at $2.00 per share, and the
underlying 500,000 shares of Common Stock
(e) Piggyback Registration. Without limiting the obligations set forth in
Section 2(a) through and including 2(c) of this Agreement, if the Corporation at
any time proposes for any reason to register Primary Shares, Registrable Shares
or other shares under the Securities Act (other than on Form S-4 or Form S-8
promulgated under the Securities Act or any successor forms thereto, (other than
the shares and warrants referenced in Section 2(d) above), it shall give written
notice to the Investor of its intention so to register such Primary Shares,
Registrable Shares or Other Shares at least 30 days before the initial filing of
such registration statement and, upon the written request, delivered to the
Corporation within 20 days after delivery of any such notice by the Corporation,
of the Investor to include in such registration Registrable Shares (which
request shall specify the number of Registrable Shares proposed to be included
in such registration and shall state that such Investor desires to sell such
Registrable Shares in the public securities markets), the Corporation shall
cause all such Registrable Shares to be included in such registration on the
same terms and conditions as the securities otherwise being sold in such
registration; provided, however, that if the managing underwriter advises the
Corporation that the inclusion of all Registrable Shares requested to be
included in such registration would interfere with the successful marketing
(including pricing) of the Primary Shares, Registrable Shares or Other Shares
proposed to be registered by the Corporation, then the number of Primary Shares,
Registrable Shares and Other Shares proposed to be included in such registration
shall be included in the following order:
(f) if the Corporation proposes to register Primary Shares, or Primary
Shares and Other Shares:
(i) First, the Primary Shares; and
(ii) Second, the Registrable Shares and Other Shares requested to be
included in such registration (or, if necessary, such Registrable Shares
and Other Shares pro rata among the holders thereof based upon the number
of Registrable Shares and Other Shares requested to be registered by each
such holder); or
(g) if the Corporation proposes to register Other Shares pursuant to a
request for registration by the holders of such Other Shares (other than
pursuant to Section 2 hereof):
(i) First, the Other Shares held by the parties demanding such
registration; and
(ii) Second, the Registrable Shares and Other Shares (other than
shares registered pursuant to Section 2(c)(1) hereof) requested to be
registered by the holders hereof (or, if necessary, pro rata among the
holders thereof based on the number of Registrable Shares and Other Shares
requested to be registered by such holders).
Section 2. Preparation and Filing.
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If and whenever the Corporation is under an obligation pursuant to the
provisions of this Agreement to effect the registration of any Registrable
Shares, the Corporation shall as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with
respect to such Registrable Shares and use its best efforts to cause such
registration statement to become effective and, upon the request of the holders
of a majority of the Registrable Shares being registered thereunder, keep such
registration statement effective for a period of up to one hundred twenty (120)
days or until the distribution contemplated in the registration statement has
been completed; provided, however, that (i) such 120-day period shall be
extended for a period of time equal to the period the holders of Registrable
Shares refrain from selling any securities included in such registration at the
request of an underwriter of Common Stock (or other securities) of the Company;
and (ii) in the case of any registration of Registrable Securities on Form S-3
which are intended to be offered on a continuous or delayed basis, such 120-day
period shall be extended, if necessary, to keep the registration statement
effective until all such Registrable Shares are sold, provided that Rule 415, or
any successor rule under the Securities Act, permits an offering on a continuous
or delayed basis; and provided further that applicable rules under the
Securities Act governing the obligation to file a post-effective amendment
permit (in lieu of filing a post-effective amendment which (I) includes any
prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement) the incorporation by reference, in the
registration statement, of information required to be included in (I) and (II)
above to be contained in periodic reports filed pursuant to Section 13 or 15(d)
of the Exchange Act.
(b) prepare and file with the Commission such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement 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.
(c) furnish, at least five business days before filing a registration
statement that registers such Registrable Shares, a prospectus relating thereto
or any amendments or supplements relating to such a registration statement or
prospectus, to one counsel selected by the Investor (the "Investor's Counsel"),
copies of all such documents proposed to be filed (it being understood that such
five-business-day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
the Investor's Counsel in advance of the proposed filing by a period of time
that is customary and reasonable under the circumstances);
(d) notify in writing the Investor's Counsel promptly (i) of the receipt by
the Corporation of any notification with respect to any comments by the
Commission with respect to such registration statement or prospectus or any
amendment or supplement thereto or any request by the Commission for the
amending or supplementing thereof or for additional information with respect
thereto, (ii) of the receipt by the Corporation of any notification with respect
to the issuance by the Commission of any stop order suspending the effectiveness
of such registration statement or prospectus or any amendment or supplement
thereto or the initiation or threatening of any proceeding for that purpose and
(iii) of the receipt by the Corporation of any notification with respect to the
suspension of the qualification of such Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purposes;
(e) use its best efforts to register or qualify such Registrable Shares
under such other securities or blue sky laws of such jurisdictions as the
Investor reasonably request and do any and all other acts and things which may
be reasonably necessary or advisable to enable the Investor to consummate the
disposition in such jurisdictions of the Registrable Shares owned by the
Investor; provided, however, that the Corporation will not be required to
qualify generally to do business, subject itself to general taxation or consent
to general service of process in any jurisdiction where it would not otherwise
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be required to do so but for this paragraph (e) or to provide any material
undertaking or make any changes in its By-laws or Certificate of Incorporation
which the Board of Directors determines to be contrary to the best interests of
the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to the Investor holding such Registrable Shares such number of
copies of a summary prospectus, if any, or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such Investor may reasonably request in order
to facilitate the public sale or other disposition of such Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause
such Registrable Shares to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Corporation to enable the Investor holding such
Registrable Shares to consummate the disposition of such Registrable Shares;
(h) notify the Investor holding such Registrable Shares on a timely basis
at any time when a prospectus relating to such Registrable Shares is required to
be delivered under the Securities Act within the appropriate period mentioned in
subparagraph (a) of this Section 3, 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 a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and, at the request
of the Investor, prepare and furnish to such Investor 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 offerees of such shares, 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 light of the circumstances then existing;
(i) subject to the execution of confidentiality agreements in form and
substance satisfactory to the Corporation, make available upon reasonable notice
and during normal business hours, for inspection by the Investor holding such
Registrable Shares, any underwriter participating in any disposition pursuant to
such registration statement and any attorney, accountant or other agent retained
by the Investor or underwriter (collectively, the "Inspectors"), all pertinent
financial and other records, pertinent corporate documents and properties of the
Corporation (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Corporation's officers, directors and employees to supply all information
(together with the Records, the "Information") reasonably requested by any such
Inspector in connection with such registration statement. Any of the Information
which the Corporation determines in good faith to be confidential and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to avoid
or correct a misstatement or an omission in the registration statement, (ii) the
release of such Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction or (iii) such Information has been made
generally available to the public; the Investor agrees that it will, upon
learning that disclosure of such information is sought in a court of competent
jurisdiction, give notice to the Corporation and allow the Corporation, at the
Corporation's expense, to undertake appropriate action to prevent disclosure of
the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public
accountants "cold comfort" letters addressed to the Corporation and any selling
shareholders in customary form and at customary times and covering matters of
the type customarily covered by cold comfort benefits;
(k) use its best efforts to obtain from its counsel an opinion or opinions
in customary form addressed to the Corporation and any selling shareholders;
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(l) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each holder of Registrable
Shares participating in such underwriting shall also enter into and perform its
obligations under such an agreement;
(m) provide a transfer agent and registrar (which may be the same entity
and which may be the Corporation) for such Registrable Shares and a CUSIP number
for all such Registrable Shares, in each case not later than the effective date
of such registration;
(n) issue to any underwriter to which the Investor holding such Registrable
Shares may sell shares in such offering certificates evidencing such Registrable
Shares;
(o) , use its best efforts to qualify such Registrable Shares for trading
on the OTC Bulletin Board;
(p) otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission and make available to its security holders, as
soon as reasonably practicable, earnings statements (which need not be audited)
covering a period of 12 months beginning within three months after the effective
date of the registration statement, which earnings statements shall satisfy the
provisions of Section 11 (a) of the Securities Act; and
(q) subject to all the other provisions of this Agreement, use its best
efforts to take all other steps necessary to effect the registration of such
Registrable Shares contemplated hereby.
(r) Each holder of the Registrable Shares, upon receipt of any notice from
the Corporation of any event of the kind described to Section 3(h) hereof, shall
forthwith discontinue disposition of the Registrable Shares pursuant to the
registration statement covering such Registrable Shares until such holders'
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3(h) hereof, and, if so directed by the Corporation, such holder shall
deliver to the Corporation all copies, other than permanent file copies then in
such holder's possession, of the prospectus covering such Registrable Shares at
the time of receipt of such notice.
Section 3. Expenses.
All expenses (other than underwriting discounts and commissions relating to
the Registrable Shares, as provided in the last sentence of this Section 4)
incurred by the Corporation in complying with Section 3, including, without
limitation, all registration and filing fees (including all expenses incident to
filing with the Financial Industry Regulatory Authory, Inc. "FINRA"), fees and
expenses of complying with securities and blue sky laws, printing expenses, fees
and expenses of the Corporation's counsel and accountants, and a $5,000 expense
payment to the Investor to pay for its review of the Corporation's filings,
shall be paid by the Corporation; provided, however, that all underwriting
discounts and selling commissions applicable to the Registrable Shares and Other
Shares shall be borne by the holders selling such Registrable Shares and Other
Shares, in proportion to the number of Registrable Shares and Other Shares sold
by each such holder.
Section 4. Indemnification.
(a) In connection with any registration of any Registrable Shares under the
Securities Act pursuant to this Agreement, the Corporation shall indemnify and
hold harmless the holders of Registrable Shares, each underwriter, broker or any
other person acting on behalf of the holders of Registrable Shares and each
other person, if any, who controls any of the foregoing persons within the
meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several (or actions in respect thereof), to which any of
the foregoing persons may become subject under the Securities Act or otherwise,
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insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or allegedly untrue
statement of a material fact contained in the registration statement under which
such Registrable Shares were registered under the Securities Act, the Exchange
Act or any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares, 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 or, with respect to any prospectus, necessary
to make the statements therein in light of the circumstances under which they
were made not misleading, or any violation by the Corporation of the Securities
Act or state securities or blue sky laws applicable to the Corporation and
relating to action or inaction required of the Corporation in connection with
such registration or qualification under such state securities or blue sky laws;
and shall reimburse the holders of Registrable Shares, such underwriter, such
broker or such other person acting on behalf of the holders of Registrable
Shares and each such controlling person for any legal or other expenses
reasonably incurred by any of them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Corporation shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action (including any legal or other expenses
incurred) arises out of or is based upon an untrue statement or allegedly untrue
statement or omission or alleged omission made in said registration statement,
preliminary prospectus, final prospectus, amendment supplement or document
incident to registration or qualification of any Registrable Shares in reliance
upon and in conformity with written information furnished to the Corporation by
the holders of Registrable Shares or their counsel or underwriter for use in the
preparation thereof; provided further, however, that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any untrue
statement, omission or alleged omission made in any preliminary prospectus but
eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of
the Securities Act), such indemnity agreement shall not inure to the benefit of
any Investor, underwriter, broker or other person acting on behalf of holders of
the Restricted Shares from whom the person asserting any loss, claim, damage,
liability or expense purchased the Restricted Shares which are the subject
thereof, if a copy of such final prospectus had been made available to such
person and such Investor, underwriter, broker or other person acting on behalf
of holders of the Registrable Shares and such final prospectus was not delivered
to such person with or prior to the written confirmation of the sale of such
Registrable Shares to such person.
(b) In connection with any registration of Registrable Shares under the
Securities Act pursuant to this Agreement, each holder of Registrable Shares
shall severally and not jointly indemnify and hold harmless (in the same manner
and to the same extent as set forth in the preceding paragraph (a) of this
Section 5) the Corporation, each director of the Corporation, each officer of
the Corporation who shall sign such registration statement, each underwriter,
broker or other person acting on behalf of the holders of Registrable Shares and
each person who controls any of the foregoing persons within the meaning of the
Securities Act with respect to any statement or omission from such registration
statement, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares, if
such statement or omission was made in reliance upon and in conformity with
written information furnished to the Corporation or such underwriter
specifically for use in connection with the preparation of such registration
statement, preliminary prospectus, final prospectus, amendment, supplement or
document; provided, however, that the maximum amount of liability in respect of
such indemnification shall be limited, in the case of each Seller of Registrable
Shares, to an amount equal to the net proceeds actually received by such Seller
from the sale of Registrable Shares effected pursuant to such registration.
(c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 5, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
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of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnified party on account of this Section 5. In case any such action is
brought against an indemnified party, the indemnifying party will 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, and 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 responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, however, that if any indemnified
party shall have reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are in conflict
with those available to the indemnifying party, or that such claim or litigation
involves or could have an effect upon matters beyond the scope of the indemnity
agreement provided in this Section 5, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party
(but shall have the right to participate therein with counsel of its choice) and
such indemnifying party shall reimburse such indemnified party and any person
controlling such indemnified party for that portion of the fees and expenses of
any counsel retained by the indemnified party which is reasonably related to the
matters covered by the indemnity agreement provided in this Section 5. If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim, it will not be obligated to pay the fees and expenses of more than one
counsel with respect to such claim.
(d) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of 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 by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. In
no event shall contribution obligations of this Section 5(d) exceed the net
proceeds from the offering received by such holder after deducting underwriting
fees, discounts and commissions. No person guilty of fraudulent
misrepresentation or omission shall be entitled to contribution from any person.
Section 5. Underwriting Agreement.
Notwithstanding the provisions of Sections 2, 3, 4 and 5, to the extent
that the Investor shall enter into an underwriting or similar agreement, which
agreement contains provisions covering one or more issues addressed in such
Sections, the provisions contained in such agreement addressing such issue or
issues shall control; provided, however, that any such agreement to which the
Corporation is not a party shall not be binding upon the Corporation. No holder
may participate in any underwritten registration hereunder unless such holder
(a) agrees to such holder's securities on the basis provided in any underwriting
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
and customarily required under the terms of such underwriting arrangements.
Section 6. Information by Investor.
The Investor shall furnish to the Corporation such written information
regarding the Investor and the distribution proposed by the Investor as the
Corporation may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.
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Section 7. Exchange Act Compliance.
With a view to making available to the Investor the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the Commission may
at any time permit the Investor to sell securities of the Corporation to the
public without registration or pursuant to a registration on Form S-3, the
Company agrees, on and after becoming subject to reporting obligations under the
federal securities laws, to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after ninety (90) days after
the effective date of the first registration statement filed by the Corporation
for the offering of its securities to the general public;
(b) file with the Commission in a timely manner all reports and other
documents required of the Corporation under the Securities Act and the Exchange
Act; and
(c) furnish to the Investor, so long as the Investor owns any Registrable
Shares, forthwith upon request (i) a written statement by the Corporation that
it has complied with the reporting requirements of Rule 144 (at any time after
ninety (90) days after the effective date of the first registration statement
filed by the Corporation), the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Corporation and such other reports and documents so
filed by the Corporation, and (iii) such other information as may be reasonably
requested in availing any Investor of any rule or regulation of the Commission
which permits the selling of any such securities without registration or
pursuant to such form.
Section 8. No Conflict of Rights.
The Corporation shall not, after the date hereof, grant any registration
rights which conflict with or impair the registration rights granted hereby. In
the event the Corporation grants to any person any registration rights that are
superior in scope or substance to the registration rights granted to the
Investor, such superior rights shall be simultaneously granted to such holders.
Section 9. Termination.
This Agreement shall terminate and be of no further force or effect when
there shall no longer be any Registrable Shares outstanding; provided that
Sections 4 and 5 shall survive any termination of this Agreement.
Section 10. Successors and Assigns.
This Agreement shall bind and inure to the benefit of the Corporation and
the Investor and, subject to Section 12, the respective successors and assigns
of the Corporation and the Investor.
Section 11. Assignment.
Each Investor may assign its rights hereunder to any purchaser or
transferee of Registrable Shares; provided, however, that such purchaser or
transferee shall, as a condition to the effectiveness of such assignment, be
required to execute a counterpart to this Agreement agreeing to be treated as an
Investor whereupon such purchaser or transferee shall have the benefits of, and
shall be subject to the restrictions contained in, this Agreement as if such
purchaser or transferee was originally included in the definition of an Investor
herein and had originally been a party hereto
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Section 12. Entire Agreement.
This Agreement and the other writings referred to herein or therein or
delivered pursuant hereto or thereto, contain the entire agreement among the
Investor and the Corporation with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
Section 13. Notices.
All notices, requests, consents and other communications hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or sent by telecopy, nationally-recognized overnight courier
or first class registered or certified mail return receipt requested, postage
prepaid, addressed to such party at the address set forth below or such other
address as may hereafter be designated in writing by such party to the other
parties:
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if to the Corporation, to:
Global Resource Corporation
Bloomfield Business Park
000 Xxxxxxxxxx Xx. Xxxx 0,
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, CEO
Facsimile Number:
if to the Investor, to:
Professional Offshore Opportunity Fund, Ltd.
? Professional Traders Management, LLC
0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention: Xxxxxx Xxxxxx
All such notices, requests, consents and other communications shall be
deemed to have been delivered (a) in the case of personal delivery or delivery
by telecopy, on the date of such delivery, (b) in the case of dispatch by
nationally-recognized overnight courier, on the next business day following such
dispatch and (c) in the case of mailing, on the third business day after the
posting thereof.
Section 14. Modifications; Amendments; Waivers.
The terms and provisions of this Agreement may not be modified or amended,
nor may any provision be waived, except pursuant to a writing signed by the
Corporation and the holders of at least a majority of the Registrable Shares
then outstanding.
Section 15. Counterparts.
This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
Section 16. Headings.
The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Agreement.
Section 17. Governing Law; Jurisdiction, Jury Waiver; Venue.
(a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed wholly therein. No other state's law shall apply to any claim relating
to or arising from this Agreement or any transaction relating to this Agreement.
THE COMPANY AND THE INVESTOR CONSENT THAT ANY LEGAL ACTION OR PROCEEDING AGAINST
EITHER OF THEM UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS
AGREEMENT, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED IN
CONNECTION HEREWITH SHALL BE BROUGHT EXCLUSIVELY IN ANY COURT OF THE STATE OF
NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
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YORK, IN EACH CASE, IN THE COUNTY OF NEW YORK. THE COMPANY AND THE INVESTOR, BY
THE EXECUTION AND DELIVERY OF THIS AGREMENT, EXPRESSLY AND IRREVOCABLY CONSENTS
AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH
ACTION OR PROCEEDINGS. THE COMPANY AND THE INVESTOR AGREE THAT PERSONAL
JURISDICTION OVER EITHER OF THEM MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS
(POSTAGE PREPAID) IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THIS
AGREEMENT. ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THIS AGREEMENT, THE COMPANY AND THE INVESTOR HEREBY EXPRESSLY AND
IRREVOCABLY WAIVE ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first set forth above.
GLOBAL RESOURCE CORPORATION
By:___________________________
Name:
Title:
PROFESSIONAL OFFSHORE OPPORTUNITY
FUND, LTD.
By:______________________________
Name:
Title:
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