REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (the "Agreement") is made and entered into as
of
this 22nd
day of
January 2007 by and among Aultra Gold Inc. (formerly called New World
Entertainment Corp.), a Nevada corporation (the "Company") and the "AGI
Shareholders" named in that certain Share Exchange Agreement dated effective
January 22nd,
2007 by
and among the Company, Aultra Gold Inc. (formerly called Dutch Mining (Canada)
Ltd.) a British Columbia company, Strategic Minerals Inc. a Nevada corporation
(a principal “AGI Shareholder”) and the other named AGI Shareholders (the "Share
Exchange Agreement").
The
parties hereby agree as follows:
1.
Certain Definitions.
As
used
in this Agreement, the following terms shall have the following
meanings:
"Affiliate"
means, with respect to any person, any other person which directly or indirectly
controls, is controlled by, or is under common control with, such
person.
"AGI
Shareholder(s)" shall mean the shareholders identified in the Share Exchange
Agreement and any Affiliate or permitted transferee of any shareholder who
is a
subsequent holder of the right to complete the said share exchange.
"Business
Day" means a day, other than a Saturday or Sunday, on which banks in Las Vegas,
Nevada are open for the general transaction of business.
"Common
Stock" shall mean the Company's common stock, $.001 par value, and any
securities into which such shares may hereinafter be reclassified.
"Prospectus"
shall mean the prospectus included in any Registration Statement, as amended
or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by
reference in such prospectus.
"Register,"
"registered" and "registration" refer to a registration made by preparing and
filing a Registration Statement or similar document in compliance with the
1933
Act (as defined below), and the declaration or ordering of effectiveness of
such
Registration Statement or document.
"Registrable Securities" shall mean (i) up to 17,160,000 shares of Common Stock issuable in consideration for the Shares, the AGI Shareholders shall transfer to NWWE their AGI Shares ("Share Exchange" - The parties intend that this acquisition and exchange of shares is to be a “tax free” exchange/transaction pursuant to Section 368(a)(1)(b) of the Internal Revenue Code of the United States and S.85 of the Income Tax Act of Canada) and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144(k).
"Registration
Statement" shall mean any registration statement of the Company filed under
the
1933 Act that covers the resale of any of the Registrable Securities pursuant
to
the provisions of this Agreement, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration
Statement.
"Required
Investors" mean the Investors holding a majority of the Registrable
Securities.
"SEC"
means the U.S. Securities and Exchange Commission.
"Shares"
means 17,160,000 shares of Common Stock issued as prepaid interest pursuant
to
the terms of the Share Exchange Agreement.
"1933
Act" means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
"1934
Act" means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
2.
Registration.
2.1 (a)
Registration Statement.
The
Company shall use its best efforts to prepare and file a Registration Statement
on a form that shall (A) be available for the sale of the Registrable Securities
by the Investors and (B) comply as to form with the requirements of the
applicable form on which such Registration Statement is filed and include all
financial statements required by the SEC to be filed therewith ("REGISTRATION
STATEMENT") with the SEC within one hundred twenty (120) days of the Closing
Date to provide for the offer and sale of the Registrable Securities and shall
use its best efforts to cause the Registration Statement to become effective
under the Act no later than the earlier of (i) two hundred and forty (240)
days
after the Closing Date and (ii) the sixth (6th) business day following the
date
on which the Company is notified by the SEC that such Registration Statement
will not be reviewed or is no longer subject to further review and comments;
provided, however, that if
the
SEC determines to perform a full review of the Registration Statement, such
two
hundred and forty (240) day period shall be extended to two hundred and seventy
(270) days ("EFFECTIVE DATE"). The Registration Statement filed pursuant to
this
Section 2.1(a) may, at the Company's discretion and with the consent of the
Required Investors include securities of the Company other than the Registrable
Securities.
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2.2
Piggyback Registration.
(a)
From
and
after the Closing Date and until such time as the Registrable Securities are
freely saleable under Rule 144(k) without volume limitations, if the Company
shall determine to proceed with the preparation and filing of a Registration
Statement in connection with the proposed offer and sale of any of its
securities by it or any of its security holders (other than a registration
statement on Form X-0, X-0, any successor form thereto or other limited purpose
form), the Company will give written notice of its determination to all record
Investors of the Registrable Securities at least twenty (20) days prior to
filing. Upon receipt of a written request from any such Holder within twenty
(20) days after receipt of any such notice from the Company, the Company will,
except as herein provided, cause all the Registrable Securities owned by such
Investors to be included in such Registration Statement in order to permit
the
sale or other disposition by the prospective seller or sellers of the
Registrable Securities to be so registered. If any registration pursuant to
this
Section 2.2 shall be underwritten in whole or in part, the Company shall cause
the Registrable Securities requested for inclusion pursuant to this Section
2.2
to be included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters, except to the extent
provided in Section 2.2(b) below. In such event the right of any Holder to
registration shall be conditioned upon such underwriting and the inclusion
of
such Holder's Registrable Securities in such underwriting to the extent provided
in Section 2.2(b) below. All Investors proposing to distribute their securities
through such underwriting shall (together with the Company and the other
investors distributing their securities through such underwriting) enter into
an
underwriting agreement with the underwriters' representative for such offering;
provided that such holders shall have no right to participate in the selection
of the underwriters for an offering pursuant to this Section 2.2(a). The
obligation of the Company under this Section 2.2 shall be unlimited as to the
number of Registration Statements to which it applies. Notwithstanding the
foregoing, to the extent that all Registrable Securities are registered on
an
effective Registration Statement on Form SB-2, the Company shall not be required
to provide notice to Investors of the preparation and filing of a registration
statement in connection with the proposed non-underwritten offer and sale of
any
of its securities and the Investors shall not be entitled to include any
Registrable Securities on such registration statement.
(b)
In
connection with an underwritten public offering for the account of the Company,
if, in the opinion of the underwriters' representative market factors
(including, without limitation, the aggregate number of shares of Common Stock
requested to be registered, the general condition of the market, and the status
of the persons proposing to sell securities pursuant to the registration)
require a limitation of the number of shares to be underwritten, the
underwriters' representative may exclude some or all Registrable Securities
from
such registration and underwriting and the Company shall be obligated to include
in such Registration Statement only such limited portion of the Registrable
Securities with respect to which the Investors have requested inclusion
hereunder as the underwriters shall permit. Any exclusion of Registrable
Securities shall be made pro rata among the Investors seeking to include
Registrable Securities, in proportion to the number of Registrable Securities
sought to be included by such holder; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded
all
outstanding securities, the investors of which are not contractually entitled
to
inclusion of such securities in such Registration Statement or are not
contractually entitled to pro rata inclusion with the Registrable Securities;
and provided, further, however, that, after giving effect to the immediately
preceding proviso, any exclusion of Registrable Securities shall be made pro
rata with holders of other securities having the right to include such
securities in the Registration Statement. No Registrable Securities excluded
from the underwriting by reason of this Section 2.2(b) shall be included in
such
Registration Statement.
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3.1
Registration
Procedures.
If
and
whenever the Company is required by the provisions of Sections 2.1 or 2.2 to
effect the registration of Registrable Securities under the Securities Act,
the
Company will:
(a)
use
its best efforts to cause such a Registration Statement to become and remain
effective for a period of two (2) years; provided, however, that any
Registration Statement filed pursuant to Section 2.2 may be kept effective
for
such lesser period of time until which all Registrable Securities included
thereunder are freely saleable (without restriction, except with regard to
Registrable Securities held by persons deemed to be "affiliates" of the Company)
or have been disposed of pursuant to a registration statement or all transfer
restrictions or legends have otherwise been removed;
(b)
prepare and file with the SEC such amendments to such Registration Statement
and
supplements to the prospectus contained therein as may be necessary to keep
such
Registration Statement effective for the period of time described in paragraph
(a) above;
(c)
furnish to the Investors participating in such registration such reasonable
number of copies of such Registration Statement, preliminary prospectus, final
prospectus and such other documents as such underwriters or selling shareholders
may reasonably request in order to facilitate the public offering of such
securities;
(d)
use
its best efforts to register or qualify the securities covered by the
Registration Statement under such state securities or blue sky laws of such
jurisdictions as such participating Investors may reasonably request in writing
within twenty (20) days following the original filing of such Registration
Statement, except that the Company shall not for any purpose be required to
execute a general consent to service of process or to qualify to do business
as
a foreign corporation in any jurisdiction wherein it is not so
qualified;
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(e)
in
the event that a registration involves an underwritten offering, enter into
and
perform its obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter or such offering;
(f)
notify the Investors participating in such registration, promptly, and in no
event later than two (2) business days after, the Registration Statement has
become effective or a supplement to any prospectus forming a part of the
Registration Statement has been filed;
(g)
notify such Investors promptly of any request by the SEC for the amending or
supplementing the Registration Statement or prospectus or for additional
information;
(h)
notify such Investors promptly of the Company's reasonable determination that
a
post-effective amendment to a Registration Statement or prospectus would be
appropriate;
(i)
prepare and file with the SEC, promptly upon the request of any such Investors,
any amendments or supplements to the Registration Statement or prospectus which,
in the opinion of counsel for such Investors (and concurred in by counsel for
the Company), is required under the Securities Act or the rules and regulations
thereunder in connection with the distribution of the Registrable
Securities;
(j)
prepare and promptly file with the SEC and promptly notify such Investors of
the
filing of such amendment or supplement to the Registration Statement or
prospectus as may be necessary to correct any statements or omissions if, at
the
time when a prospectus relating to such securities is required to be delivered
under the Securities Act, any event shall have occurred as the result of which
any such prospectus or any other prospectus as then in effect would include
an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances in which
they
were made, not misleading;
(k)
advise such Investors, promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the SEC suspending
the
effectiveness of the Registration Statement or the initiation or threatening
of
any proceeding for that purpose and promptly use its best efforts to prevent
the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;
(l)
at
the request of Investors of a majority of the Registrable Securities included
in
the Registration Statement, furnish to the underwriters or selling shareholders
on the date that the Registrable Securities are delivered to underwriters for
sale in connection with a registration pursuant to this Agreement (i) an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given
to
underwriters in an underwritten public offering, addressed to the underwriters
and (ii) a letter dated such date, from the independent certified accountants
of
the Company, in form an substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters;
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(m)
make
available for inspection by any underwriters participating in an offering
covering Registrable Securities, and the counsel, accountants or other agents
retained by any such underwriter, all pertinent financial and other records,
corporate documents, and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such underwriters in connection with such offering;
(n)
to
the extent the Registration Statement is not filed on Form SB-2, convert such
Registration Statement to Form SB-2 as soon as reasonably practicable following
the Company becoming eligible to register securities on Form SB-2;
(o)
if
the Common Stock is then listed on a national securities exchange, cause the
Registrable Securities to be listed on such exchange, or if reported on NASDAQ,
to be reported on NASDAQ;
(p)
provide a transfer agent and registrar, which may be a single entity, for the
Registrable Securities not later than the effective date of the Registration
Statement in which Registrable Securities are included; and
(q)
comply with all applicable rules and regulations of the Commission and make
generally available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no
later than forty five (45) days after the end of any twelve (12) month period
(or ninety (90) days after the end of any twelve (12) month period if such
period is a fiscal year) commencing on the first day of the first fiscal quarter
of the Company, after the effective date of the Shelf Registration Statement,
which statements shall cover said twelve (12) month period.
3.2
Expenses.
With
respect to each inclusion of Registrable Securities in a Registration Statement
pursuant to Sections 2.1 and 2.2 hereof, the fees, costs and expenses of
registration to be borne by the Company shall include, all registration, filing,
and NASD fees; printing expenses, fees and disbursements of counsel and
accountants for the Company; all legal fees and disbursements and other expenses
of complying with state securities or blue sky laws of any jurisdictions in
which the securities to be offered are to be registered and qualified. Fees
and
disbursements of counsel and accountants for the selling security Investors
shall be borne by the selling security Investors, and security Investors
participating in such registration shall bear their pro rata share of the
underwriting discounts and commissions and transfer taxes. If NASD Rule 2710
or
any similar rule requires any broker-dealer to make a filing prior to executing
a sale of Registrable Securities, the Company shall make an Issuer Filing with
the NASD Corporate Financing Department pursuant to NASD Rule 2710 and respond
within five (5) business days to any comments received from the NASD in
connection therewith.
4.
Certain Obligations of Investors
6
(a)
Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of (i) any event of the kind described in 3.1(g), 3.1(h), 3.1(i), 3.1(j) or
3.1(k) hereof, or (ii) a determination by the Company's Board of Directors
that
it is advisable to suspend use of the prospectus for a discrete period of time
due to pending corporate developments such as negotiation of a material
transaction which the Company, in its sole discretion after consultation with
legal counsel, determines it would be obligated to disclose in the Shelf
Registration Statement, which disclosure the Company believes would be premature
or otherwise inadvisable at such time or would have a material adverse effect
on
the Company and its stockholders, such Holder will forthwith discontinue
disposition of such Registrable Securities covered by the Shelf Registration
Statement or prospectus until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3.1 hereof, or until
such Holder is advised in writing by the Company that the use of the applicable
prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus. The period of time in which the use of a
prospectus or Shelf Registration Statement is so suspended shall be referred
to
as a "BLACK-OUT PERIOD." The Company agrees to so advise such Holder promptly
of
the commencement and termination of any such Black-Out Period, and the Holder
agrees to keep the fact of such Black-Out Period confidential. The Company
shall
not impose a Black-Out Period under this Section 4 for more than thirty (30)
consecutive days and not more than twice in any given twelve (12) month period;
provided, that at least ninety (90) days must pass between Black-Out Periods.
Notwithstanding the foregoing, the Company may suspend the effectiveness of
any
Shelf Registration Statement if the SEC rules and regulations prohibit the
Company from maintaining the effectiveness of a Shelf Registration because
its
financial statements are stale at a time when its fiscal year has ended or
it
has made an acquisition reportable under Item 2 of Form 8-K or any other similar
situation until the earliest time in which the SEC would allow the Company
to
re-effect a Shelf Registration Statement (provided that the Company shall use
its reasonable best efforts to cure any such situation as soon as possible
so
that the Shelf Registration Statement can be made effective at the earliest
possible time). The Company shall not effect a Black-Out Period unless the
Company also institutes such Black-Out Period against sales under any
Registration Statements on Form S-8 or any other registration statement that
the
Company has on file with the SEC at such time. Notwithstanding the foregoing,
the Company undertakes and covenants that until the first to occur of (i) the
end of sixty (60) days following the effective date of the Shelf Registration
Statement, or (ii) the date that all the Shares and Warrant Shares have been
resold pursuant to a registration statement or Rule 144, the Company will not
take any action, including, without limitation, entering into any acquisition,
share exchange or sale or other transaction that could have the effect of
delaying the effectiveness of any pending Registration Statement, requiring
a
post-effective amendment to be filed or causing a post-effective amendment
to a
Registration Statement to not be declared effective or for a Holder not to
be
able to effect sales for a period of fifteen
(15)
or
more days.
(b)
In
connection with the registration of the Registrable Securities, each of the
Investors shall have the following obligations:
7
(i)
It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Agreement with respect to each Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended methods of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. At least fifteen (15) days prior to
the
first anticipated filing date of the Registration Statement, the Company shall
notify each Holder of the information the Company requires from each such Holder
(the "Requested Information") if it elects to have any of his Registrable
Securities included in the Registration Statement. If within seven (7) days
of
the filing date the Company has not received the Requested Information from
a
Holder (a "Non-Responsive Holder"), then the Company may file the Registration
Statement without including Registrable Securities of such Non-Responsive
Holder.
(ii)
Each
Holder participating in an underwritten offering agrees to cooperate with the
Company in connection with the preparation and filing of any Registration
Statement hereunder, unless each Holder has notified the Company in writing
of
its election to exclude all of its Registrable Securities from the Registration
Statement.
(iii)
In
the event Investors holding a majority in interest of the Registrable Securities
being sold pursuant to the Shelf Registration Statement select underwriters
for
the offering, each Holder agrees to enter into and perform its obligations
under
an underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations and market
stand-off obligations, with the managing underwriter of such offering and to
take such other actions as are reasonably required in order to expedite or
facilitate the disposition of the Registrable Securities being sold, unless
the
Lender such Holder has notified the Company in writing of its election to
exclude all of his Registrable Securities from the Registration Statement.
5.1
Indemnification by the Company.
To
the
extent permitted by law, the Company will indemnify and hold harmless each
holder of Registrable Securities which are included in a Registration Statement
pursuant to the provisions of Sections 2.1 and 2.2 hereof, such Holder's
directors and officers, and any underwriter (as defined in the Securities Act)
for such holder and each person, if any, who controls such holder or such
underwriter within the meaning of the Securities Act, from and against, and
will
reimburse such holder and each such underwriter and controlling person with
respect to, any and all loss, damage, liability, cost and expense to which
such
holder or any such underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, damages, liabilities,
costs or expenses are caused by any untrue statement or alleged untrue statement
of any material fact contained in a Registration Statement, any prospectus
contained therein or any amendment or supplement thereto, or arise out of or
are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein,
in
light of the circumstances in which they were made, not misleading; provided,
however, that the Company will not be liable in any such case to the extent
that
any such loss, damage, liability, cost or expenses arises out of or is based
upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with written information
furnished by such holder, such underwriter or such controlling person
specifically for use in the preparation thereof; provided, however, that the
indemnity agreement set forth herein shall not apply (i) to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the prior consent of the Company or (ii) with
respect to any preliminary prospectus, if the untrue statement or omission
of
material fact contained in such preliminary prospectus was corrected in an
amended prospectus and the Company has provided notice of such amendment to
each
Investor pursuant to Section 3.1 hereof.
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5.2 Indemnification by the Investors.
Each
holder of Registrable Securities included in a registration pursuant to the
provisions of Sections 2.1 and 2.2 hereof will indemnify and hold harmless
the
Company, its directors and officers, any controlling person and any underwriter
from and against, and will reimburse the Company, its directors and officers,
any controlling person and any underwriter with respect to, any and all loss,
damage, liability, cost or expense to which the Company or any controlling
person and/or any underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses
are
caused by any untrue statement or alleged untrue statement of any material
fact
contained in the Registration Statement, any prospectus contained therein or
any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and
in
strict conformity with written information furnished by or on behalf of such
Holder specifically for use in the preparation thereof and provided further,
that the maximum amount that may be recovered from any holder shall be limited
to the net amount of proceeds received by such Holder from the sale of the
Registrable Securities.
5.3
Indemnification Procedure.
Promptly
after receipt by an indemnified party under this Section 5 of a notice of the
commencement of any action (including any governmental action) such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party hereunder, deliver to the indemnifying party a written notice of the
commencement thereof. 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 5 only to the extent prejudicial to its 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 an indemnified party
otherwise than under this Agreement. 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 control of the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the reasonable fees and expenses to be paid by the indemnifying
party, if in the reasonable determination of counsel for the indemnifying party,
representation of such indemnified party by the counsel obtained by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by
such
counsel in such proceeding. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to
the
provisions of paragraph 5.1 or 5.2 above for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the indemnified
party shall have employed counsel in accordance with the provisions of the
preceding sentence, (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after the notice of the commencement of the
action or (iii) the indemnifying party has authorized in writing the employment
of counsel for the indemnified party at the expense of the indemnifying
party.
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5.4
Contribution.
To
the
extent any indemnification by an indemnifying party is prohibited or limited
by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 5 hereof
to
the extent permitted by law, provided that (i) no contribution shall be made
under circumstances where the maker would not have been liable for
indemnification pursuant to the provisions of Section 5 hereof, (ii) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation, and (iii) contribution by any seller of
Registrable Securities shall be limited to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.
6.1
Assignable Rights.
The
rights with respect to the Registrable Securities under this Agreement shall,
in
addition to being for the benefit of the parties hereto, be for the benefit
of
and enforceable by a transferee of the Registrable Securities, provided that
the
Company is furnished with written notice of the name and address of such
transferee or assignee with respect to which such registration rights are being
assigned, such notice provides a written agreement for the transferee or
assignee to be bound by the terms and provisions of this Agreement and the
Loan
Agreement and such assignment or transfer is in accordance with and permitted
by
applicable Federal and state securities laws and the terms of the Loan
Agreement. The obligations of the Company contained in this Agreement shall
be
binding upon any successor to the Company and continue to be in effect with
respect to any securities issued by any successor to the Company in substitution
or exchange for any Registrable Securities.
6.2
Reports Under Exchange Act.
With a view to making available to the Investors of
Registrable Securities the benefits of Rule 144 and any other rule or regulation
of the SEC that may at any time permit the Investors of the Registrable
Securities to sell any of the Registrable Securities to the public without
registration, the Company agrees to apply its best efforts to:
10
(a)
make
and keep public information available, as those terms are understood and defined
in Rule 144, at all times;
(b)
file
with the SEC in a timely manner all reports and other documents required of
the
Company under the Securities Act and the Exchange Act;
(c)
furnish to each holder of Registrable Securities, forthwith upon request (i)
a
written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company and (iii) such other information
as may be reasonably requested in availing the Investors of any Registrable
Securities of any rule or regulation of the SEC which permits the selling of
any
such securities without registration; and
(d)
direct its counsel to issue an appropriate legal opinion instructing the
Company's transfer agent to remove the legend with respect to such Registrable
Securities, subject to Investor providing any documentation reasonably requested
by the Company or its counsel for review in connection with such
request.
7.
Miscellaneous.
(a)
Amendments and Waivers. This Agreement may be amended only by a writing signed
by the Company and the Required Investors. The Company may take any action
herein prohibited, or omit to perform any act herein required to be performed
by
it, only if the Company shall have obtained the written consent to such
amendment, action or omission to act, of the Required Investors.
(b)
Notices. All notices and other communications provided for or permitted
hereunder shall be made as set forth in Section 9.4 of the Purchase
Agreement.
(c)
Benefits of the Agreement. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. 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.
(d)
Counterparts; Faxes. 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. This Agreement may also be executed
via
facsimile, which shall be deemed an original.
11
(e)
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.
(f)
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof but shall be interpreted as if it were written
so as
to be enforceable to the maximum extent permitted by applicable law, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereby waive any provision of law
which
renders any provisions hereof prohibited or unenforceable in any
respect.
(g)
Further Assurances. The parties shall execute and deliver all such further
instruments and documents and take all such other actions as may reasonably
be
required to carry out the transactions contemplated hereby and to evidence
the
fulfillment of the agreements herein contained.
(h)
Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
(i)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement
shall be governed by, and construed in accordance with the laws of the State
of
Nevada without regard to the choice of law principles thereof. Each of the
parties hereto irrevocably submits to the exclusive jurisdiction of the courts
of the State of Nevada for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Agreement.
Each of the parties hereto irrevocably consents to the jurisdiction of any
such
court in any such suit, action or proceeding and to the laying of venue in
such
court. Each party hereto irrevocably waives any objection to the laying of
venue
of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
TO
THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO
THIS WAIVER.
12
(j)
Counterparts. This Agreement may be signed by fax and in counterpart, and each
copy so signed shall be deemed to be an original, and all such counterparts
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.
SIGNED,
SEALED AND DELIVERED BY
AULTRA
GOLD INC. (formerly called
_____________________________________
Authorized
Signatory
Name
of Signatory: ____________________________
Title
of Signatory: _____________________________
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SIGNED,
SEALED & DELIVERED
by
the named Shareholder in Aultra Gold Inc.
in
the presence of:
_____________________________________
Signature
of Witness
Name:
_____________________________________
Address:
_________________________________
_________________________________________
Occupation:
_______________________________
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)
)
)
)
) X___________________________________
)
) Name
of Shareholder:____________________
)
) ____________________________________
)
) ____________________________________
) Address
)
) ____________________________________
) Occupation
)
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