REGISTRATION RIGHTS AGREEMENT
Exhibit 4.4
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the
day of September, 2009, by and among Resolute Energy Corporation, a Delaware corporation (the
“Company”), and each of the undersigned parties listed under “Xxxxx Registration Rights Holders”
and “REC Registration Rights Holders” on the signature page hereto (each a “Holder” and
collectively, the “Holders”).
— RECITALS —
WHEREAS, pursuant to the acquisition (the “Acquisition”) contemplated by that certain Purchase
and IPO Reorganization Agreement (the “Acquisition Agreement”), dated as of August 2, 2009, by and
among the Company, Xxxxx Acquisition Company I, Inc., Resolute Subsidiary Corporation, Resolute
Aneth, LLC, Resolute Holdings, LLC (“Holdings”), HH-HACI, L.P. (the “Partnership”), and Resolute
Holdings Sub, LLC (the “Sub”): (a) 7,335,000 shares of HACI’s common stock, par value $0.0001 per
share (“HACI Common Stock”) and 4,600,000 warrants to purchase HACI Common Stock held by the
Partnership will be cancelled and forfeited; and (b) 1,865,000 shares of HACI Common Stock held by
the Partnership will be converted into 1,865,000 shares of common stock of the Company, par value
$0.0001 per share (“REC Common Stock”) (i) subject to forfeiture in the event a trigger price of
$15.00 (“Earnout Trigger Price”) is not exceeded within five years following the closing of the
Acquisition, and (ii) that have no economic rights until such trigger is met (the “REC Earnout
Shares”);
WHEREAS, as a result of the consummation of the Acquisition, the Xxxxx Registration Rights
Holders will own: (a) 4,600,000 shares of REC Common Stock; (b) 9,200,000 warrants to purchase REC
Common Stock (“REC Founder Warrant Shares”) at a price of $13.00 per share subject to a trigger
price of $13.75 per share to be exceeded within five years (the “REC Founders Warrants”); (c)
4,666,667 warrants to purchase REC Common Stock (“REC Sponsor Warrant Shares,” together with the
REC Founder Warrant Shares, the “REC Warrant Shares”) at a price of $13.00 per share (the “REC
Sponsors Warrants,” together with the REC Founders Warrants, the “REC Warrants”); and (d) 1,865,000
REC Earnout Shares;
WHEREAS, in exchange for the contribution of operating subsidiaries from the Sub, and as a
result of the consummation of the Acquisition, Sub will own, and will distribute as a dividend to
Holdings, (i) 9,200,000 shares of REC Common Stock, (ii) 4,600,000 REC Founders Warrants, (iii)
2,333,333 REC Sponsors Warrants, and (iv) 1,385,000 REC Earnout Shares;
WHEREAS, Holdings and the Partnership may distribute such securities, from time to time, to
their members or partners, including other REC Registration Rights Holders or Xxxxx Registration
Rights Holders, as the case may be; and
WHEREAS, the Company and the Holders desire to enter into this Agreement to provide the
Holders with certain rights relating to the registration of the Registrable Securities (as defined
below).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
— ARTICLE 1 —
DEFINITIONS
DEFINITIONS
The following capitalized terms used herein have the following meanings:
“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.
“Acquisition” is defined in the recitals to this Agreement.
“Acquisition Agreement” is defined in the recitals to this Agreement.
“Business Day” means any day, except a Saturday, Sunday, or legal holiday on which the banking
institutions in the City of New York are authorized or obligated by law or executive order to
close.
“Commission” means the Securities and Exchange Commission, or such successor federal agency or
agencies as may be established in lieu thereof.
“Company” is defined in the preamble to this Agreement.
“Demand Registration” is defined in Section 2.1(a).
“Demanding Holder” is defined in Section 2.1(a).
“Earnout Trigger Price” is defined in the recitals to this Agreement.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
“HACI Common Stock” is defined in the recitals to this Agreement.
“Indemnified Party” is defined in Section 4.3.
“Indemnifying Party” is defined in Section 4.3.
“Holder” is defined in the preamble to this Agreement.
“Holder Indemnified Party” is defined in Section 4.1.
“Maximum Number of Securities” is defined in Section 2.1(d).
“Notices” is defined in Section 6.2.
“Partnership” is defined in the preamble to this Agreement.
“Piggy-Back Registration” is defined in Section 2.2(a).
“Prospectus” means a prospectus relating to a Registration Statement, as amended or
supplemented, and all materials incorporated by reference in such Prospectus.
“REC Common Stock” is defined in the recitals to this Agreement.
“REC Earnout Shares” is defined in the recitals to this Agreement.
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“REC Founders Warrants” is defined in the recitals to this Agreement.
“REC Founder Warrant Shares” is defined in the recitals to this Agreement.
“REC Sponsors Warrants” is defined in the recitals to this Agreement.
“REC Sponsor Warrant Shares” is defined in the recitals to this Agreement.
“REC Warrant Shares” is defined in the recitals to this Agreement.
“REC Warrants” is defined in the recitals to this Agreement.
“Register,” “registered,” and “registration” mean a registration effected by preparing and
filing a registration statement or similar document under the Securities Act and such registration
statement becoming effective.
“Registrable Securities” means (a) the REC Common Stock to be issued to Holders in the
Acquisition (or pursuant to a distribution by Holdings or the Partnership to their respective
members or partners who are Holders), (b) the REC Founders Warrants, (c) the REC Sponsors Warrants,
(d) the REC Sponsor Warrant Shares, (e) the REC Founder Warrant Shares, and (f) the REC Earnout
Shares (but only to the extent the Earnout Trigger Price is exceeded within five years following
the closing of the Acquisition pursuant to the terms of the Acquisition Agreement or the “Stock
Earnout Target” (as that term is defined in the Acquisition Agreement) is otherwise satisfied) and,
in each case, any securities of the Company into which such securities may be reclassified or
changed, including by reason of a merger, consolidation, reorganization or recapitalization, or any
securities of the Company issued to a holder of Registrable Securities in respect of those
securities; provided, however, that any such Registrable Securities shall cease to be Registrable
Securities when: (i) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of, or exchanged in accordance with such Registration Statement; (ii) such
securities shall be eligible for sale in a single transaction under Rule 144 or Rule 145 of the
Securities Act (or any similar provisions thereunder, but not Rule 144A or any similar exemption
pursuant to which a purchaser would receive restricted securities as defined in Rule 144(a)); (iii)
such securities shall have ceased to be outstanding; or (iv) such securities have been sold or
otherwise transferred in a transaction in which the relevant holder’s rights hereunder have not
been duly assigned to the transferee.
“Registrable Shares” means all REC Common Stock, including REC Earnout Shares (to the extent
provided for in clause (f) of the definition of Registrable Securities), REC Founder Warrant
Shares, and REC Sponsor Warrant Shares, to which this Agreement relates and that are Registrable
Securities, including shares underlying outstanding REC Warrants and shares issued upon the
exercise of REC Warrants.
“Registration Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act, and the rules and regulations promulgated
thereunder for a public offering and sale of REC Common Stock or other Company securities (other
than a registration statement on Form S-4 or Form S-8, or their successors, or any registration
statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).
“Release Date” means the date that is one hundred and eighty (180) days after the consummation
of the Acquisition.
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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.
“Shelf Registration Statement” means the shelf registration statement referred to in
Section 2.3, to be filed on Form S-3 (or any successor form), as amended or supplement by
any amendment or supplement thereto, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference in such Shelf
Registration Statement.
“Triggering Holder” is defined in Section 2.1(a).
“Underwriter” means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making activities.
— ARTICLE 2 —
REGISTRATION RIGHTS
REGISTRATION RIGHTS
2.1 Demand Registration.
(a) General Request for Registration. At any time, and from time to time on or
after the Release Date, any of:
(i) the holders of a majority-in-interest of REC Warrants held by the Xxxxx
Registration Rights Holders, including the permitted transferees of the Xxxxx
Registration Rights Holders;
(ii) the holders of a majority-in-interest of the REC Warrants held by the REC
Registration Rights Holders, including the permitted transferees of the REC
Registration Rights Holders;
(iii) the holders of a majority-in-interest of the REC Common Stock held by
the Xxxxx Registration Rights Holders, including the permitted transferees of the
Xxxxx Registration Rights Holders; or
(iv) the holders of a majority-in-interest of the REC Common Stock held by the
REC Registration Rights Holders, including the permitted transferees of the REC
Registration Rights Holders.
The holders triggering such registration in clauses (i) through (iv) shall
be referred to as the “Triggering Holders,” and may make a written demand for registration
under the Securities Act of all or part of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number and type of
Registrable Securities proposed to be sold and the intended method(s) of distribution
thereof. The Company will notify all holders of Registrable Securities of any demand
pursuant to this Section 2.1(a) within ten (10) Business Days, and each holder of
Registrable Securities who wishes to include all or a portion of such holder’s Registrable
Securities in such Demand Registration and is otherwise permitted to do so under this
Agreement (each such holder including Registrable Securities in such Demand Registration, a
“Demanding Holder”) shall so notify the Company within ten (10) Business Days after the
receipt by the holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the Demand
Registration, subject to Section 2.1(d) and the provisions set forth in Section
3.1(a). The
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Company shall not be obligated to effect more than an aggregate of two (2) Demand
Registrations under clauses (i) and (iii) of this Section 2.1(a) or
more than an aggregate of two (2) Demand Registrations under clauses (ii) or
(iv) of this Section 2.1(a). In addition, the Company shall not be required
to (y) effect a Demand Registration unless the aggregate offering price to the public in the
offering is expected to be at least $10.0 million or (z) file a Registration Statement with
respect to a Demand Registration within one hundred and eighty (180) days of the completion
of any underwritten offering of the Company’s securities. In the event this Agreement is
amended to provide Holdings (or the Partnership) one or more additional Demand
Registrations, the Company shall provide the same number of additional Demand Registrations
to the Partnership (or Holdings), or its designated affiliate, on substantially identical
terms.
(b) Effective Registration. A registration will not count as a Demand
Registration until the Registration Statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied in all material
respects with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency or court,
the Registration Statement with respect to such Demand Registration will be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) with respect to a Demand Registration,
a majority-in-interest of the Triggering Holders thereafter elect to continue the offering.
(c) Underwritten Offering. If a majority-in-interest of the Triggering Holders
so elect and such holders so advise the Company as part of their written demand for a Demand
Registration, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In each such case, the right
of any holder to include such holder’s Registrable Securities in such registration shall be
conditioned upon such holder’s participation in such underwriting and the inclusion of such
holder’s Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders who propose to distribute their Registrable Securities through such an
underwriting shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such underwriting. The Underwriter(s) shall be selected by the
Company, and shall be reasonably acceptable to a majority-in-interest of the Triggering
Holders.
(d) Reduction of Offering. If the managing Underwriter(s) for a Demand
Registration that is to be an underwritten offering advises the Company and the Demanding
Holders in writing that the dollar amount or number of shares of Registrable Securities that
the Demanding Holders desire to sell, taken together with all other shares of REC Common
Stock or other securities which the Company desires to sell and the shares of REC Common
Stock or other Company securities, if any, as to which registration has been requested
pursuant to written contractual piggy-back registration rights held by other holders of the
Company’s securities who desire to sell securities, exceeds the maximum dollar amount or
maximum number of securities that can be sold in such offering without adversely affecting
in a material manner the proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar amount or maximum number of
securities, as applicable, the “Maximum Number of Securities”), then the Company shall
include in such registration:
(i) first, in the case of a Demand Registration, the Registrable Securities as
to which the Demand Registration has been requested to be included in the offering
that can be sold without exceeding the Maximum Number of Securities, pro rata in
accordance
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with the number of Registrable Shares (including REC Warrant Shares underlying
REC Warrants) that such Demanding Holders have requested be included in such
registration, regardless of the number of Registrable Shares (including REC Warrant
Shares underlying REC Warrants) with respect to which such Demanding Holders have
the right to request such inclusion;
(ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i), the shares of REC Common Stock or
other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Securities;
(iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the shares of REC
Common Stock or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Securities; and
(iv) fourth, to the extent that the Maximum Number of Securities have not been
reached under the foregoing clauses (i), (ii), and (iii),
the shares of REC Common Stock or other securities that other shareholders desire to
sell, and the Company elects to include in the registration, that can be sold
without exceeding the Maximum Number of Securities.
(e) Withdrawal. In the case of a Demand Registration, if a
majority-in-interest of the Triggering Holders disapprove of the terms of any underwriting
or are not entitled to include all of their Registrable Securities in any offering, such
majority-in-interest of the Triggering Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter(s) of their request to withdraw a
reasonable time prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Demand Registration. In such event, the Company need not
seek effectiveness of such Registration Statement for the benefit of other Holders. If the
majority-in-interest of the Triggering Holders withdraws from a proposed offering relating
to a Demand Registration in accordance with this Section 2.1(e), then such
registration shall not count as a Demand Registration provided for in Section 2.1(a)
hereof.
(f) Preemption of Demand Registration. Notwithstanding anything to the
contrary contained herein, after receiving a notice for a Demand Registration, the Company
may elect to effect an underwritten primary registration in lieu of the Demand Registration
if the Company’s Board of Directors believes that such primary registration would be in the
best interests of the Company. If the Company so elects to effect a primary registration,
the Company shall give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and shall afford those holders the rights set forth
in Section 2.2 with respect to Piggyback Registrations, except that Section
2.1(d) will apply in lieu of Section 2.2(b). The Company shall select the
Underwriter(s) for such an offering, if any. In the event the Company elects to effect a
primary registration after receiving a notice for a Demand Registration, the Company shall
use its commercially reasonable efforts to have the Registration Statement relating to the
primary registration declared effective by the Commission as soon as reasonably practicable.
In addition, the request for a Demand Registration shall be deemed to have been withdrawn
and such primary registration shall not be deemed to be a Demand Registration for the
purposes of Section 2.1(a).
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2.2 Piggy-Back Registration.
(a) Piggy-Back Rights. If at any time on or after the Release Date the Company
proposes to file a Registration Statement under the Securities Act with respect to an
offering of equity securities, or securities exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account, or for shareholders of the
Company for their account (or by the Company and by shareholders of the Company including,
without limitation, pursuant to Section 2.1), other than a Registration Statement
(i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders or in
connection with an acquisition or other business combination, (iii) for an offering of debt
that is convertible into equity securities of the Company, or (iv) for a dividend
reinvestment plan, then the Company shall (i) give written notice of such proposed filing to
the holders of Registrable Securities as soon as practicable, but in no event less than ten
(10) Business Days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter(s), if any, of the offering,
and (ii) offer to the holders of Registrable Securities in such notice the opportunity to
register the sale of such number and type of Registrable Securities as such holders may
request in writing within five (5) Business Days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be
included in such registration and shall use commercially reasonable efforts to cause the
managing Underwriter(s) of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included on the same
terms and conditions as any similar securities of the Company and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All holders of Registrable Securities who propose to distribute
securities through a Piggy-Back Registration that involves an Underwriter(s) shall enter
into an underwriting agreement in customary form with the Underwriter(s) selected by the
Company for such Piggy-Back Registration.
(b) Reduction of Offering. If the managing Underwriter(s) for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the holders of
Registrable Securities in writing that the dollar amount or number of shares of REC Common
Stock or other securities that the Company desires to sell, taken together with shares of
REC Common Stock and other securities, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of
Registrable Securities and the Registrable Securities as to which registration has been
requested under this Section 2.2, exceeds the Maximum Number of Securities, then the
Company shall include in any such registration:
(i) If the registration is undertaken for the Company’s account: (A) first,
the shares of REC Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities as to which registration
has been requested pursuant to this Agreement that can be sold without exceeding the
Maximum Number of Securities, pro rata in accordance with the number of Registrable
Shares (including REC Warrant Shares underlying REC Warrants) that each Holder or
permitted transferee hereunder has actually requested to be included in such
registration, regardless of the number of Registrable Shares (including REC Warrant
Shares underlying REC Warrants) with respect to which such Holders or transferees
have the right to request such inclusion; (C) third, to the extent that the Maximum
Number of Securities has not been reached
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under the foregoing clause (B), all other securities the Company
desires to be included in the registration; and
(ii) If the registration is a “demand” registration undertaken at the demand
of persons other than the holders of Registrable Securities pursuant to written
contractual arrangements with such persons, (A) first, the shares of REC Common
Stock or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Securities; (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause
(A), the shares of REC Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Securities; and (C)
third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the Registrable Securities
as to which registration has been requested under this Section 2.2, pro rata
in accordance with the number of Registrable Shares (including REC Warrant Shares
underlying REC Warrants) that each Holder or permitted transferee hereunder shall
have requested to be included in such registration, regardless of the number of
Registrable Shares (including REC Warrant Shares underlying REC Warrants) with
respect to which such Holders or transferees shall have the right to request such
inclusion); and (D) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A), (B) and
(C), the shares of REC Common Stock or other securities, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights which other shareholders desire to sell that can be sold without
exceeding the Maximum Number of Securities.
(c) Withdrawal. Any holder of Registrable Securities may elect to withdraw
such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw a reasonable time prior
to the effectiveness of the Registration Statement. The Company may also elect to withdraw
a registration statement at any time prior to the effectiveness of the Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the holders of Registrable Securities in connection with such Piggy-Back Registration as
provided in Section 3.3.
2.3 Registrations on Shelf Registration Statement. Any of the persons described in
Section 2.1(a)(i)-(iv) may at any time, and from time to time, request in writing that the
Company register the resale of any or all of such Registrable Securities on a Shelf Registration
Statement; provided, however, that the Company shall not be obligated to effect such request (i)
through an underwritten offering (provided, however, that such an underwritten offering may be
requested pursuant to, and subject to the limitations set forth in, Section 2.1) or (ii) at
a time that it is not eligible to use Form S-3 (or any successor form) for such a registration.
Upon receipt of such written request, the Company will promptly give written notice of the proposed
registration to all other holders of Registrable Securities and, as soon as practicable thereafter,
effect the registration of all or such portion of such holder’s or holders’ Registrable Securities,
as the case may be, as are specified in such request, together with all or such portion of the
Registrable Securities of any other holder or holders joining in such request as are specified in a
written request given within ten (10) Business Days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to effect any such registration
pursuant to this Section 2.3 if the holders of the Registrable Securities, together with
the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities, if any, at any aggregate price to
the public of less than $5.0 million. Except as set forth in clause (i) above,
registrations effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.
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— ARTICLE 3 —
REGISTRATION PROCEDURES
REGISTRATION PROCEDURES
3.1 Filings; Information. Whenever the Company is required to effect the registration
of any Registrable Securities pursuant to Section 2, the Company shall use commercially
reasonable efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in
connection with any such request:
(a) Filing Registration Statement. The Company shall, as expeditiously as
possible and in any event within sixty (60) days after receipt of a request for a Demand
Registration pursuant to Section 2.1 or Section 2.3, prepare and file with
the Commission a Registration Statement on any form for which the Company then qualifies or
which counsel for the Company shall deem appropriate and which form shall be available for
the sale of all Registrable Securities to be registered thereunder in accordance with the
intended method(s) of distribution thereof, and shall use commercially reasonable efforts to
cause such Registration Statement to become and remain effective for the period required by
Section 3.1(c); provided, however, that the Company shall have the right to defer
any Demand Registration or any filing of a Shelf Registration Statement for up to ninety
(90) days, and any Piggy-Back Registration for such period as may be applicable to deferment
of any demand registration to which such Piggy-Back Registration relates, in each case if
the Company shall furnish to the relevant holders a certificate signed by the Chief
Executive Officer of the Company stating that, in the good faith judgment of the Board of
Directors of the Company, it would be materially detrimental to the Company and its
stockholders for such Registration Statement to be effected at such time; provided, further,
however, that the Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect of a Demand
Registration or Shelf Registration Statement filing hereunder; provided, further, that the
Holders shall provide at least fifteen (15) Business Days notice of the date on which they
wish the Company to prepare and file a Registration Statement with the Commission.
(b) Copies. The Company shall furnish without charge to the holders of
Registrable Securities included in a registration effected hereunder, and such holders’
legal counsel, copies of the relevant Registration Statement, each amendment and supplement
to such Registration Statement (in each case including all exhibits thereto and documents
incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus and any Prospectus supplements), and such other
documents as the holders of Registrable Securities included in such registration or legal
counsel for any such holders may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such holders.
(c) Amendments and Supplements. The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements to such
Registration Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the provisions of the
Securities Act until all Registrable Securities, and all other securities covered by such
Registration Statement, have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement (which period, in cases other than a
Registration Statement pursuant to Rule 415 under the Securities Act, shall not exceed the
sum of one hundred eighty (180) days plus any period during which any such disposition is
interfered with by any stop order or injunction of the Commission or any governmental agency
or court) or such securities have been withdrawn or have ceased to constitute Registrable
Securities.
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(d) Notification and Updates. After the filing of a Registration Statement,
the Company shall promptly, and in no event more than two (2) Business Days after such
filing, notify the holders of Registrable Securities included in such Registration Statement
of such filing, and shall further notify such holders promptly and, if requested, confirm
such advice in writing in all events within two (2) Business Days of the occurrence of any
of the following: (i) when such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes effective; (iii) the
issuance or threatened issuance by the Commission of any stop order (and the Company shall
use reasonable best efforts to prevent the entry of such stop order or to remove it if
entered); (iv) any request by the Commission for any amendment or supplement to such
Registration Statement, or any Prospectus relating thereto, or for additional information;
or (v) the occurrence of an event requiring the preparation of a supplement or amendment to
such Prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, 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, and promptly make available to the holders of
Registrable Securities included in such Registration Statement any such supplement or
amendment. Before filing with the Commission a Registration Statement or Prospectus or any
amendment or supplement thereto, excluding documents incorporated by reference, the Company
shall furnish to the Partnership and Holdings, copies of all such documents proposed to be
filed sufficiently in advance of filing to provide the Partnership and Holdings with a
reasonable opportunity to review such documents and comment thereon, and the Company shall
not file any Registration Statement or Prospectus or amendment or supplement thereto to
which the Partnership, Holdings, or their legal counsel shall reasonably object. Further,
the Company shall (y) promptly, and in no event more than ten (10) Business Days after
receiving a notification as described in clauses (iv) and (v) of this
Section 3.1(d), comply with any and all requests received by and from the Commission, and
(z) promptly provide to the Partnership and Holdings copies of all correspondence sent or
received by the Company pursuant to clauses (i) through (v) of this Section
3.1(d).
(e) State Securities Laws Compliance. The Company shall use commercially
reasonable efforts to (i) register or qualify the Registrable Securities covered by the
Registration Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other State authorities as may be necessary by
virtue of the business and operations of the Company and do any and all other acts and
things that may be necessary or advisable to enable the holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3.1(e) or subject itself to taxation in any
such jurisdiction.
(f) Agreements for Disposition. The Company shall enter into customary
agreements (including, if applicable, an underwriting agreement in customary form with
customary indemnities) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities. For the avoidance of
doubt, the holders of Registrable Securities may not require the Company to accept terms,
conditions, or provisions in any such agreement which the Company determines is not
reasonably acceptable to the Company, notwithstanding any agreement to the contrary herein.
No holder of Registrable
10
Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except as reasonably requested
by the Company and, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such sale with
such holder’s material agreements and organizational documents, and with respect to written
information relating to such holder that such holder has furnished in writing expressly for
inclusion in such Registration Statement.
(g) Cooperation. The principal executive officer of the Company, the principal
financial officer of the Company, the principal accounting officer of the Company and all
other officers and members of the management of the Company shall cooperate reasonably in
any offering of Registrable Securities hereunder, which cooperation shall include, without
limitation, the preparation of the Registration Statement with respect to such offering and
all other offering materials and related documents, and, in the case of an underwritten
offering, participation in a reasonable number of meetings with Underwriters, attorneys,
accountants and potential investors, and any other action that would be reasonably necessary
or advisable, in the good faith judgment of such person, to make the necessary Registration
Statement effective. Subject to Section 3.1(f), holders of Registrable Securities
shall not be required to make any representations or warranties to or agreements with the
Company or the Underwriter(s) except as they may relate to such holders and their intended
methods of distribution. Such holders, however, shall agree to such covenants and
indemnification and contribution obligations for selling stockholders as are customarily
contained in agreements of that type. Further, such holders shall cooperate reasonably in
the preparation of the registration statement and other documents relating to any offering
in which they include securities pursuant to this Agreement. Each holder shall also furnish
to the Company such information regarding itself, the Registrable Securities held by such
holder, and the intended method of disposition of such securities as shall be reasonably
required to effect the registration of the Registrable Securities promptly following a
request by the Company for such information.
(h) Records. The Company shall make available for inspection by the
Partnership and Holdings all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise their due
diligence responsibility, and cause the Company’s officers, directors, and employees to
supply all information reasonably requested by any of them in connection with such
Registration Statement. Notwithstanding the foregoing, all due diligence performed by the
Partnership or Holdings shall be carried out in a manner that complies with applicable law.
(i) Opinions and Comfort Letters. The Company shall furnish to each holder of
Registrable Securities included in any Registration Statement relating to an underwritten
offering hereunder copies of (i) any opinion of counsel to the Company delivered to any
Underwriter and (ii) any comfort letter from the Company’s independent public accountants
delivered to any Underwriter.
(j) Earnings Statement. The Company shall use its reasonable best efforts to
comply with all applicable rules and regulations of the Commission and the Securities Act,
and to make available to its stockholders, as soon as practicable, an earnings statement
covering a period of twelve (12) months, beginning within six (6) months 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.
11
(k) Listing. The Company shall use commercially reasonable efforts to cause
all Registrable Securities included in any registration to be listed on such exchange(s) as
other securities of the Company of the same class(es) are then listed.
3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3.1(d)(v), or, in the case
of a resale registration pursuant to Rule 415 under the Securities Act, upon any suspension by the
Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information (not including regularly
scheduled “blackout” periods under any such program), each holder of Registrable Securities
included in any registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such
holder receives the supplemented or amended Prospectus contemplated by Section 3.1(d)(v) or
the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as
applicable, and, if so directed by the Company, each such holder will deliver to the Company all
copies, other than permanent file copies then in such holder’s possession, of the most recent
Prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3 Registration Expenses. The Company shall bear all customary costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on a Shelf Registration
Statement effected pursuant to Section 2.3, and all reasonable expenses incurred in
performing or complying with its other obligations under this Agreement, whether or not the
Registration Statement becomes effective, including, without limitation: (a) all registration and
filing fees; (b) fees and expenses of compliance with securities or “blue sky” laws (including
reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the
Registrable Securities, subject to the limit set forth in paragraph (i) below); (c) printing
expenses; (d) the Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (e) the fees and expenses incurred in connection with the
listing of the Registrable Securities, as required by Section 3.1(k); (f) Financial
Industry Regulatory Authority fees; (g) fees and disbursements of counsel for the Company and fees
and expenses for independent certified public accountants retained by the Company (including the
expenses or costs associated with the delivery of any opinions or comfort letters requested
pursuant to Section 3.1(i)); (h) the fees and expenses of any special experts retained by
the Company in connection with such registration and (i) the fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities that are included
in such registration (not to exceed, including the fees and disbursements to counsel in clause
(b) above, $30,000). The Company shall have no obligation to pay any underwriting discounts or
selling commissions attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne solely by such holders.
Additionally, in an underwritten offering, all selling securityholders and the Company shall bear
the expenses of the underwriter pro rata in proportion to the respective dollar value of securities
each is selling in such offering.
3.4 Information. The holders of Registrable Securities shall provide such information
as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection
with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant
to Section 2 and in connection with the Company’s obligation to comply with federal and
applicable state securities laws.
3.5 Holder Obligations. No holder of Registrable Securities may participate in any
underwritten offering pursuant to this Agreement unless such holder (a) agrees to sell only such
holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and
12
(b) completes, executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements, and other documents reasonably required by or
under the terms of any underwriting agreement, or as reasonably requested by the Company.
— ARTICLE 4 —
INDEMNIFICATION AND CONTRIBUTION
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless
each Holder, and each other holder of Registrable Securities, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys, and agents, and each
person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) a Holder and each other holder of Registrable Securities (each, an “Holder
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages, or
liabilities, whether joint or several, arising out of or based upon any untrue statement (or
allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary
Prospectus or final Prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arising out of or based upon any omission (or alleged
omission) to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such expense, loss, claim, damage, or
liability arises out of or is based upon any untrue statement or allegedly untrue statement or
omission or alleged omission made in such Registration Statement, preliminary Prospectus or final
Prospectus or any such amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by such selling holder expressly for use therein.
4.2 Indemnification by Holders of Registrable Securities. Each selling holder of
Registrable Securities will, with respect to any Registration Statement where Registrable
Securities were registered under the Securities Act, indemnify and hold harmless the Company, each
of its directors and officers, and each other person, if any, who controls the Company (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses,
claims, judgments, damages, or liabilities, whether joint or several, insofar as such losses,
claims, judgments, damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or allegedly untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary Prospectus or final Prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or the alleged omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the statement or omission was
made in reliance upon and in conformity with information furnished in writing to the Company by
such selling holder expressly for use therein, and shall reimburse the Company, its directors and
officers, 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. Each selling holder’s indemnification obligations hereunder shall be several and not
joint and shall be limited to the amount of any net proceeds actually received by such selling
holder from the sale of Registrable Securities which gave rise to such indemnification obligation.
4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of
any notice of any loss, claim, damage, or liability or any action in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification
hereunder, promptly notify such other person (the “Indemnifying Party”) in writing of the loss,
claim, judgment, damage, liability, or action. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying
Party shall assume the defense thereof, including through the
13
retention of counsel reasonably satisfactory to the Indemnified Party and payment of all fees
and expenses incurred in connection with such defense. In any such proceeding, the Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (a) the Indemnified Party and the
Indemnifying Party shall have mutually agreed to the retention of such counsel, or (b) the named
parties to any such proceeding (including any impleaded parties) include both the Indemnified Party
and the Indemnifying Party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent
(which consent shall not be unreasonably withheld), but if settled with such consent or there is a
final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or judgment. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of
judgment or effect any settlement of any claim or pending or threatened proceeding in respect of
which the Indemnified Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
(a) If the indemnification provided for in the foregoing Sections 4.1,
4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss,
claim, damage, liability, or action referred to herein, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, claim, damage, liability, or
action in such proportion as is appropriate to reflect the relative benefits received by the
Indemnified Parties on the one hand and the Indemnifying Parties on the other from the
offering. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the Indemnified Party failed to give the notice required
under Section 4.3 above, then each Indemnifying Party shall contribute to such
amount paid or payable by such Indemnified Party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the Indemnified
Parties on the one hand and the Indemnifying Parties on the other in connection with the
actions or omissions which resulted in such loss, claim, damage, liability, or action, as
well as any other relevant equitable considerations. The relative fault of any Indemnified
Party and any Indemnifying 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 such Indemnified Party
or such Indemnifying Party and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.
(b) The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding Section 4.4(a). The amount paid or payable by an
Indemnified Party as a result of any loss, claim, damage, liability, or action referred to
in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no holder of Registrable Securities shall be
required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions, or taxes) actually received by
such holder from the sale of Registrable Securities which gave rise to such contribution
obligation. No person guilty of fraudulent misrepresentation (within the meaning of
14
Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
— ARTICLE 5 —
EXCHANGE ACT REPORTS
EXCHANGE ACT REPORTS
5.1 Rule 144. The Company covenants that it shall use its reasonable best efforts to
file any reports required to be filed by it under the Exchange Act and to take such further action
as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 145 under the
Securities Act, or any similar provision thereto, but not Rule 144A.
— ARTICLE 6 —
MISCELLANEOUS
MISCELLANEOUS
6.1 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties,
and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part. This Agreement and the rights, duties, and obligations of the holders of Registrable
Securities hereunder may be freely assigned by such holder of Registrable Securities in conjunction
with and to the extent of any permitted transfer of Registrable Securities by any such holder in
accordance with applicable law; provided, however, that (i) written notice of such assignment shall
be provided to the Company contemporaneously with such assignment (which notice shall include the
name, address and phone number of the assignee), and (ii) the transferee shall agree to be bound by
the terms of this Agreement; provided, further, that neither the Partnership nor Holdings may
assign its rights under the second and third sentences of Section 3.1(d) or Section
3.1(h) without the prior consent of the Company (which shall not be unreasonably withheld), and
any assignment in violation of the foregoing shall be void. This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of the parties and their
respective successors and permitted assignees. This Agreement is not intended to confer any rights
or benefits on any persons that are not a party hereto other than as expressly set forth in
Section 4 and this Section 6.1.
6.2 Notices. All notices, demands, requests, consents, approvals, or other
communications (collectively, “Notices”) required or permitted to be given hereunder or which are
given with respect to this Agreement shall be in writing and shall be personally served and
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery,
telegram, telex, or facsimile (with, in the case of a facsimile transmission, confirmation of
receipt), addressed as set forth below, or to such other address as such party shall have specified
most recently by written notice provided in accordance with this Section 6.2. Notice shall
be deemed given on the date of service or transmission if personally served or transmitted by
telegram, telex, or facsimile; provided, that if such service or transmission is not on a Business
Day or is after normal business hours, then such notice shall be deemed given on the next Business
Day. Notice otherwise sent as provided herein shall be deemed given on the next Business Day
following timely delivery of such notice to a reputable air courier service with an order for
next-day delivery.
To the Company:
15
Attention: Xxxxx X. Xxxxxxx
Fax: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxx Xxxxxx & Xxxxxx LLP
0000 00xx Xx., Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, XX
Fax: (000) 000-0000
0000 00xx Xx., Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, XX
Fax: (000) 000-0000
To a Holder, to the address set forth below such Holder’s name on the
signature pages hereof; to an assignee of a Holder, to the address set
forth in the assignee’s notice delivered pursuant to Section 6.1.
6.3 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.
6.4 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which taken together shall constitute one and the
same instrument.
6.5 Entire Agreement. This Agreement (including all agreements entered into pursuant
hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.
6.6 Modifications and Amendments. No amendment, modification, or termination of this
Agreement shall be binding upon any party hereto unless executed in writing by a majority (based on
the number of then outstanding Registrable Shares) of the Xxxxx Registration Rights Holders, a
majority (based on the number of then outstanding Registrable Shares) of the REC Registration
Rights Holders, and the Company.
6.7 Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the construction of any provision of this Agreement.
6.8 Waivers and Extensions. Any party to this Agreement may waive any right, breach
or default which such party has the right to waive, provided, that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived
has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver
of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver
or extension of the time for performance of any other obligations or acts.
6.9 Remedies Cumulative. In the event that the Company fails to observe or perform
any covenant or agreement to be observed or performed under this Agreement, a Holder or any other
holder of
16
Registrable Securities may proceed to protect and enforce its rights by suit in equity or
action at law, whether for specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the exercise of any power granted in
this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers, or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power, or remedy shall be
cumulative and in addition to any other right, power, or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.10 Governing Law. This Agreement shall be governed by and interpreted and construed
in accordance with the laws of the State of Delaware applicable to contracts formed and to be
performed entirely within the State of Delaware, without regard to the conflicts of law provisions
thereof to the extent such principles or rules would require or permit the application of the laws
of another jurisdiction. Without limiting the foregoing, the Company and the holders of the
Registrable Securities agree that service of process at each parties respective addresses as
provided for in Section 6.2 above shall be deemed effective service of process on such
party.
6.11 Waiver of Trial by Jury. Each party hereto hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated hereby, or the actions of the Holder in
the negotiation, administration, performance, or enforcement hereof.
6.12 Effectiveness. This Agreement will become effective simultaneously with the
closing of the Acquisition.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
17
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.
| RESOLUTE ENERGY CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| REC REGISTRATION RIGHTS HOLDERS: Resolute Holdings, LLC |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Natural Gas Partners VII, L.P. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| NGP-VII Income Co-Investment Opportunities, L.P. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
Signature Page
Registration Rights Agreement
Registration Rights Agreement
| Name: | Xxxxx X. Xxxxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxxx X. Xxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxx X. Xxxxxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxx X. Xxxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxxx X. Xxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
Signature Page
Registration Rights Agreement
Registration Rights Agreement
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxxx X. Xxxxx | |||
| Address: | c/o Resolute Energy Corporation 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| XXXXX REGISTRATION RIGHTS HOLDERS: HH-HACI, L.P. |
||||||
| By HH-HACI GP LLC, its general partner |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Name: | Xxxxxx X. Xxxxx | |||
| Address: | 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxxx X. Xxxxxxxxxx | |||
| Address: | X.X. Xxx X Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxx X. Xxxxx, Xx. | |||
| Address: | 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
| Name: | Xxxxxx X Xxxxxxxx | |||
| Address: | 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
|||
Signature Page
Registration Rights Agreement
Registration Rights Agreement
