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EXHIBIT 10.9.3
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT ("STOCKHOLDER AGREEMENT") is made and entered
into this 17TH day of DECEMBER, 1996 by and between FREMONT GOLD
CORPORATION, a Delaware corporation (the "ISSUER") and the UNDERSIGNED
STOCKHOLDER of the Issuer listed hereinafter (the "UNDERSIGNED").
RECITALS:
A. The Undersigned has received shares of common stock ("SHARES") of the Issuer
pursuant to a certain Stock Purchase Agreement ("PURCHASE AGREEMENT") dated
December 17, 1996 between the Undersigned and Laminco Resources, Inc.;
In consideration of the mutual covenants, and agreements, the receipt and
sufficiency of which each party acknowledges, the parties hereto agree as
follows:
AGREEMENT
1. TRANSFER RESTRICTION.
The Undersigned understands and agrees that the Issuer will place the
following legend on the Shares to be purchased under the Purchase Agreement:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDER AGREEMENT AND MAY NOT BE TRANSFERED UNTIL DECEMBER 20,
1997.
2. REGISTRATION RIGHTS.
2.1 The Undersigned Stockholders who purchase the Shares without an
effective Registration Statement under the Act ("RESTRICTED SHARES") shall have
the right, at any time, to join with the Company to register the Restricted
Shares in any Registration Statement under the Securities Xxx 0000, as amended
("Act"), filed by the Company with the Securities and Exchange Commission
("Commission"), which includes a public offering of equity securities for cash,
either for the account of the Company or for the account of any other person.
This right to join with the Company in a Registration Statement under the Act is
not applicable to a Registration Statement filed by the Company with the
Commission on Form X-0, X-0, or any other inappropriate form. If, at any time,
the Company proposes to file a Registration Statement as described above with
the Commission, it shall, at least thirty (30) days prior to such filing, give
written notice of such proposed filing to the Holder and its designees at their
addresses appearing on the records of the Company and shall offer to include in
any such filing any proposed disposition of the Restricted Shares. Within
fifteen (15) days of receipt of the Company's notice of filing, the owners of
the Restricted Shares may request registration of the Restricted Shares pursuant
to a written request setting forth the intended method of distribution and such
other data or information as the Company or its counsel shall reasonably require
and such Restricted Shares shall be included in the Registration Statement under
the Act to the maximum extent permissible. The Company shall supply said
owner(s) with copies of such Registration Statement, and of the prospectus
included therein, in such quantities as may be reasonably necessary for the
purpose of the proposed disposition.
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2.2 The Company shall use its best efforts to have such Registration
Statement declared effective by the Commission as soon as practicable after
filing. The Company agrees to use its reasonable best efforts to keep the
Registration Statement continuously effective, and to take any and all other
actions reasonably necessary in order to permit the public resale of the Shares
covered by the Registration Statement for a period of 120 days. The Company
further agrees, if necessary, to supplement or amend the Registration Statement,
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Registration Statement or by the
Act or by any other rules or regulations for registration, including any
registration statements filed pursuant to State securities laws, and the Company
agrees to furnish to the Undersigned copies of any such supplement or amendment
promptly after its being used or filed with the Commission. The Company shall
pay all registration expenses in connection with the registration pursuant to
this paragraph. Such reasonable expenses shall include all registration of
filing fees, all fees and expenses of compliance with securities or blue sky
laws, including reasonable fees and disbursements of one firm of counsel for the
Undersigned and any placement agents in connection with blue sky qualifications
of the securities being registered, printing expenses and reasonable fees and
disbursements of counsel for the Company and its independent certified public
accountants, the fees and expenses associated with any required filing with the
National Association of Dealers, Inc. ("NASD"). The Company is not required to
pay any fees or expenses of Undersigneds=, placement agents of Undersigneds= or
placement agent's counsel, other than the blue sky counsel referred to above, or
accountant or any other advisors, including any transfer taxes, underwriting,
brokerage or other discounts and commissions and finder's or similar fees
payable with respect to the Shares registered in the Registration Statement.
2.3 Each Undersigned shall pay all costs and expenses incurred by such
Undersigned, including all transfer taxes, underwriting, brokerage and other
discounts and commissions and finder's and similar fees payable with respect to
the Restricted Shares registered pursuant to this Paragraph 2, "Registration
Rights." To the extent any registration expenses are incurred, assumed or paid
by any Undersigned or any placement or sales agent thereof or underwriter
thereof with the Company's prior consent, the Company shall reimburse such
person for the full amount of the registration expenses so incurred, assumed or
paid within a reasonable time after receipt of a written request for the same.
Any registration expenses submitted by any Undersigned, placement agent, sales
agent or underwriter on behalf of any such person for payment by the Company
shall be itemized in detail and contain clear and accurate receipts of all
expenditures made by such parties.
2.4 The Company and the Undersigned shall indemnify and hold harmless each
other and their respective Affiliates from and against any loss, liability,
claim, damage and expense (including reasonable attorneys' fees) to the extent
resulting from any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement pursuant to which the Restricted
Shares were registered under the Act, or any amendment thereto, including all
documents incorporated by reference, or from the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statement not misleading; provided that the obligations of any Undersigned
to indemnify the Company and its Affiliates shall be limited to the proceeds
received by such Undersigned from the sale of the Restricted Shares pursuant to
the Registration Statement and shall only apply with respect to the information
furnished in writing by such Undersigned or on such Undersigned's behalf
expressly for use in the Registration Statement or any prospectus relating to
the Restricted Shares or any amendment or supplement thereto. The
indemnification required by this subparagraph 2.4 shall be in a form typical for
transactions of such nature.
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2.5 Should the Issuer engage the services of a securities underwriter
(AUnderwriter@) in connection with distribution of its securities pursuant to
the Registration Statement, the Undersigned agrees that the Underwriter in its
sole discretion may elect to include all, none, or a portion of the Restricted
Shares in the Registration Statement. Should the Underwriter elect to include
only a portion of the Restricted Shares, the amount of Restricted Shares
included shall be allocated on a pro rata basis among the Undersigned and
certain other Buyers (as defined in Stock Purchase Agreement) of Issuers shares
sold by Laminco Resources Inc., pursuant to separate Stock Purchase Agreements
in the aggregate amount of 2,597,000 shares.
3. MISCELLANEOUS.
3.1. This Agreement may be executed in one or more counterparts and
it is not necessary that signatures of all parties appear on the same
counterpart, but such counterparts together shall constitute but one and the
same agreement.
3.2. This Agreement shall inure to the benefit of and be binding
upon the parties hereto, their respective successors.
3.3 This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
3.4 The headings of the sections of this document have been inserted
for convenience of reference only and shall not be deemed to be part of this
Stockholders Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the day and year first above written.
UNDERSIGNED STOCKHOLDER ADDRESS RESTRICTED SHARES
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Stockholder Signature
________________________________
If corporation; official capacity
FREMONT GOLD CORPORATION
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, X.X. X0X 0X0
Tel: 000-000-0000 Fax: 000-000-0000
Xxxxxx X. Xxxxxx, its Chief Financial Officer
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