KEY GOLD CORPORATION
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the
26th day of August, by and between Key Gold Corporation, a Nevada corporation
(the "Company"), and Canterbury Venture Holdings Limited (the "Holder").
RECITALS
A. WHEREAS, the Company previously Sold and issued to the Holder
500,000 shares of the Company's common stock (the "Initial Common Stock") and,
as of this date has agreed to issue and sell to the Holder an additional 500,000
shares of its common stock (the "Subsequent Common Stock") and to grant to the
Holder a warrant for the purchase of 500,000 shares of its common stock (the
"Warrant Shares") and, in connection therewith, the Holder has requested and the
Company has granted the Holder certain "registration rights" in respect of the
Initial Common Stock, the Subsequent Common Stock, and the Warrant Shares; and
B. WHEREAS, in order to induce the Holder to purchase the Subsequent
Common Stock, the Company and the Holder hereby agree that this Agreement shall
govern the rights of the Holder to cause the Company to register the Initial
Common Stock, the Subsequent Common Stock, and the Warrant Shares and certain
other matters as set forth herein.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The term "Act" means the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
(b) The term "Common Stock" shall mean the Common
Stock of the Company.
(c) The term "1934 Act" shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
(d) The terms "register," "registered," and
"registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Act, and the declaration or ordering of, effectiveness of
such registration statement or document.
(e) The term "Registrable Securities" means (i) the
Initial Common Stock, (ii) the Subsequent Common Stock, (iii) the Warrant
Shares, and (iv) any Common Stock of the Company issued as a dividend or other
distribution with respect to, or in exchange for, or in replacement of the
shares referenced in (i), (ii), or (iii), above, excluding in all cases,
however, any Registrable Securities that have been sold by a person privately,
pursuant to the provisions of Rule 144, or pursuant to a registration statement
under the Act covering such Registrable Securities that has been declared
effective by the SEC.
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(f) The number of shares of "Registrable Securities
then outstanding" shall be determined by the number of shares of Common Stock
outstanding that are Registrable Securities.
(g) The term "SEC" shall mean the Securities and
Exchange Commission and any successor thereto.
1.2 INFORMATION UNDER 1934 ACT. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit the Holders
to sell securities of the Company to the public without registration, the
Company agrees to:
(a) Make and keep public information available, as
those terms are understood and defined in SEC Rule 144;
(b) File with the SEC in a timely manner all reports
and other documents required of the Company under the Act and the 1934 Act or
deliver to the Company's market-makers all current information required of the
Company under Section 15(c)2-11 of the 1934 Act and to make all financial
statements of the Company available to its stockholders; and
(c) Furnish to each Holder, so long as such Holder
owns any Registrable Securities, forthwith upon request (i) a written statement
by the Company that it has complied with the reporting requirements of SEC Rule
144, the Act, and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents, if any, so
filed by the Company, and (iii) such other information as may be reasonably
requested in availing such Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
1.3 PIGGYBACK RIGHTS OF THE HOLDERS. If (but without any
obligation to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for stockholders other than the
Holder) any of its stock or other securities under the Act in connection with
the public offering of such securities solely for cash (other than a
registration relating solely to the sale of securities to participants in a
Company stock plan or a registration on any form which does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities), the
Company shall, at such time, promptly give the Holders written notice of such
registration. Upon the written request of the Holders given within twenty (20)
days after mailing of such notice by the Company in accordance with Section 2.5,
the Company shall, subject to the provisions of Section 1.7, cause to be
registered under the Act, and included in any underwriting involved, all of the
Registrable Securities that the Holders have requested to be registered.
1.4 OBLIGATIONS OF THE COMPANY. Whenever required under
this Section 1 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective and, subject to the
proviso in this Section 1.4(a), keep such registration statement effective for a
period of up to one hundred eighty (180) days or until the distribution
contemplated in the Registration Statement has been completed; provided,
however, that applicable rules under the Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
that (i) includes any prospectus required by Section 10(a)(3) of the Act, or
(ii) reflects facts or events representing a material or fundamental change in
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the information set forth in the registration statement, the incorporation by
reference 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 in the registration statement.
(b) Prepare and file with the SEC 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 Act with respect to the disposition of all securities covered
by such registration statement.
(c) Furnish to the Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as it may reasonably request
from time to time in order to facilitate the disposition of Registrable
Securities owned by it.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions, unless the Company is
already required to qualify to do business or subject to service in such
jurisdiction and except as may be required by the Act.
(e) 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. If the
Holder makes such request referenced in Section 1.3, above, to have their
Registrable Securities included in such registration and underwriting, the
Holder shall also enter into and perform its obligations under such an
underwriting agreement.
(f) Notify the Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and, at the request of the Holder, prepare and furnish to the Holder a
reasonable number of supplements to, or amendment of, such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such share, 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 or incomplete in light of the circumstances
then existing.
(g) Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.
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(i) Make available for inspection by the Holder
participating in such registration, any underwriter participating in any
disposition pursuant to such registration, and any attorney or accountant
retained by the Holder or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers and directors to supply all information reasonably requested
by the Holder, underwriter, attorney, or accountant in connection with such
registration statement; provided, however, that the Holder, underwriter,
attorney, or accountant shall agree to hold in confidence and trust all
information so provided.
(j) Make available to the Holder participating in
such registration, upon the
request of the Holder:
(i) in the case of an underwritten public
offering, a copy of any opinion of counsel for the Company provided to the
underwriters participating in such offering, dated the date such shares are
delivered to such underwriters for sale in connection with the registration
statement;
(ii) in the case of an underwritten public
offering, a copy of any "comfort" letters provided to the underwriters
participating in such offering and signed by the Company's independent public
accountants who have examined and reported on the Company's financial statements
included in the registration statement, to the extent permitted by the standards
of the AICPA or PCAOB or other relevant authorities; and
(iii) a copy of all documents filed with and
all correspondence from or to the SEC in connection with any such offering other
than non-substantive cover letters and the like.
(k) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least 12 months, but not more than 18 months, beginning with the
first month after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Act.
1.5 FURNISH INFORMATION. It shall be a condition
precedent to the obligations of the Company to take any action pursuant to this
Section 1 with respect to Registrable Securities of the selling Holder that the
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of the Holder's
Registrable Securities.
1.6 EXPENSES OF COMPANY REGISTRATION. The Company shall
bear and pay all expenses incurred in connection with any registration, filing,
or qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.3 for the Holder and compliance with the terms hereof,
including (without limitation) all registration, filing, and qualification fees,
printers and accounting fees relating or apportionable thereto and the fees and
disbursements of counsel for the Company in its capacity as counsel to the
selling Holder hereunder; if Company counsel does not make itself available for
this purpose, the Company will pay the reasonable fees and disbursements of the
selling Holder's counsel, but excluding underwriting discounts and commissions
relating to Registrable Securities.
1.7 REDUCTIONS OF REGISTRABLE SECURITIES TO BE INCLUDED.
In connection with any offering involving an underwriting of shares of the
Company's capital stock, the Company shall not be required under Section 1.3 to
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include the Holder's securities in such underwriting unless it accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Company. If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine in
their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling stockholders
according to the total amount of securities entitled to be included therein
owned by each selling stockholder or in such other proportions as shall mutually
be agreed to by such selling stockholders). For purposes of the preceding
parenthetical concerning apportionment, for any selling stockholder that is a
holder of Registrable Securities and that is a partnership or corporation, the
partners, retired partners, and stockholders of such holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single "selling
stockholder," and any pro-rata reduction with respect to such "selling
stockholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling stockholder," as defined in this sentence.
1.8 DELAY OF REGISTRATION. The Holder shall not have any
right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.
1.9 INDEMNIFICATION. In the event any Registrable
Securities are included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless the Holder, each officer and director of the Holder,
any underwriter (as defined in the Act) of the Holder and each person, if any,
who controls the Holder or underwriter within the meaning of the Act or the 1934
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a "Violation"): (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii) 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
(iii) any violation or alleged violation by the Company of the Act, the 1934
Act, any state securities law or any rule or regulation promulgated under the
Act, the 1934 Act or any state securities law; and the Company will pay to the
Holder, underwriter or controlling person any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 1.9(a) shall not apply to (1) the Holder if
it is either an officer or director of the Company at the time of the statement,
omission or violation (a "Management Holder") unless such Management Holder have
sold shares included in the registration statement, (2) amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), or (3) any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by the Holder (including
each officer and director of the Holder), underwriter, or controlling person.
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(b) To the extent permitted by law, the Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter and any
controlling person of any such underwriter, against any losses, claims, damages,
or liabilities (joint or several) to which any of the foregoing persons may
become subject, under the Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by the Holder, or by an officer
or director of the Holder expressly for use in connection with such
registration; and the Holder will pay any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this Section
1.9(b) in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this Section 1.9(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld; provided, further, that in no event shall any indemnity
under this Section 1.9(b) exceed the gross proceeds from the offering received
by the Holder, net of underwriters' commissions and discounts.
(c) Promptly after obtaining actual knowledge of any
third-party claim or action as to which it may seek indemnification under this
Section 1.9, an indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 1.9, deliver to the
indemnifying party a written notice thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall relieve such indemnifying party of any liability to the
indemnified party under this Section 1.9, if, and to the extent that, such
failure is prejudicial to such indemnifying party's ability to defend such
action, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.9.
(d) If the indemnification provided for in this
Section 1.9 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or
expense (including, without limitation, legal and other expenses incurred by
such indemnified party in investigating or defending any such action or claim)
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 that resulted in such loss,
liability, claim, damage, or expense 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 to state a material fact relates to information supplied by the
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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. Notwithstanding the provisions of this Section 1.9, the
Holders shall not be required to contribute any amount or make any other
payments under this Agreement which in the aggregate exceed the net proceeds
received by the Holder from the offering covered by the applicable registration
statement.
(e) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and Holder under
this Section 1.9 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.
1.10 SUBSEQUENT GRANTS OF REGISTRATION RIGHTS. If, during
the term of this Agreement, the Company shall grant to any stockholder
registration rights that, except for the term thereof, provide rights greater or
more favorable than those provided herein including demand or Form S-3
registration rights, the Holder shall be entitled to registration rights
equivalent to those so granted, without any action on their part, and this
Agreement shall be deemed to have been amended to include such additional
registration rights.
1.11 TRANSFER OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to this Section 1 may be
transferred to any person or entity that is a relative or an affiliate of the
Holder.
1.12 "MARKET STAND-OFF" AGREEMENT. The Holder hereby
agrees that, during the period of duration specified by the Company and an
underwriter of common stock or other securities of the Company, following the
effective date of a registration statement of the Company filed under the Act,
it shall not, to the extent requested by the Company and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any
securities of the Company held by it at any time during such period except
common stock included in such registration; provided, however, that:
(a) Such agreement shall be applicable only to the
first two such registration statements of the Company which covers common stock
(or other securities) to be sold on its behalf to the public in an underwritten
offering;
(b) Such market stand-off time period shall not
exceed 180 days;
(c) Such agreement shall not be applicable three (3)
years after the effective date of the first registration statement for a public
offering of securities of the Company; and
(d) All officers and directors of the Company and
holders of record of not less than three percent of the Company's common stock
enter into similar agreements.
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In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
Notwithstanding the foregoing, the obligations described in this
Section 1.12 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to a Commission Rule 145
transaction on Form S-4 or similar forms which may be promulgated in the future.
1.13 TERMINATION OF REGISTRATION RIGHTS.
The Holder shall not be entitled to exercise any
right provided for in this Section 1 five (5) years after the Holders have
tendered consideration for the relevant Registrable Securities.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities). Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
2.2 GOVERNING LAW. This Agreement shall be governed by
and construed under the laws of the State of Nevada as applied to agreements
among Nevada residents entered into and to be performed entirely within Nevada.
2.3 COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
2.4 TITLES AND SUBTITLES. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.5 NOTICES. All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in
person or mailed, certified or registered mail (to and from an address within
the United States of America) and registered (to or from and address outside of
the United States of America) with postage prepaid, or sent by courier service,
telex, telegram, or fax, as follows:
(a) If to the Company: Key Gold
Corporation 0000 Xxxxxxxx,
Xxxxx 000 Xxxxxxx, Xxxxxxxx
00000 attn: Xxxx Xxxxxxxx
President and Chief Executive Officer
facsimile number: 000-000-0000
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(b) If to the Holder: Canterbury Venture Holdings Limited
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or to such other person or address as any party shall specify by notice in
writing to each of the other parties. All such notices, requests, demands,
waivers and communications shall be deemed to have been received on the date of
delivery if the date of transmission is electronically endorsed automatically on
the media or evidenced by courier service documentation. If notice is mailed or
transmitted in a manner in which date of delivery cannot be ascertained from the
media used or courier service records, notice shall be deemed given on the five
business day after the mailing or other transmission or delivery thereof. A
notice of a change of address shall be effective only upon receipt.
2.6 EXPENSES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which such party may be
entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
the Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this Section 2.7 shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and the Company; provided that, without the consent of
the Company and all holders of Registrable Securities then outstanding, no
amendment to this Agreement may be made that (i) modifies this Section 2.7, or
(ii) would effect the holders of the Registrable Securities in a
disproportionate manner (other than any disproportionate results that are due to
a difference in the relative stock ownership in the Company).
2.8 SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
2.9 AGGREGATION OF STOCK. All shares of Registrable
Securities held or acquired by affiliated entities or persons shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.
2.10 ENTIRE AGREEMENT. This Agreement constitutes the full
and entire understanding and agreement between the parties regarding the matters
set forth herein. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon the successors,
assigns, heirs, executors, and administrators of the parties hereto.
2.11 FURTHER ASSURANCES. At any time, and from time to
time, each party will execute such additional instruments and take such action
as may be reasonably requested by any other party to carry out the intent and
purposes of this Agreement.
2.12 JURY TRIAL WAIVER. THE PARTIES AGREE TO WAIVE THEIR
SEPARATE RIGHTS TO A TRIAL BY JURY. THIS WAIVER MEANS THAT ANY TRIAL WILL BE
BEFORE A JUDGE.
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
KEY GOLD CORPORATION
By:
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Xxxx Xxxxxxxx
President and Chief Executive Officer
CANTERBURY VENTURE HOLDINGS LIMITED
By:
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