EXHIBIT 99.2
LEGEND INTERNATIONAL HOLDINGS, INC.
(a Delaware Corporation)
Xxxxx 0
000 Xx Xxxxx Xxxx
Xxxxxxxxx Xxxxxxxx 0000
Xxxxxxxxx
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SUBSCRIPTION AGREEMENT
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Instructions
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PLEASE COMPLETE AND SIGN TWO COPIES OF THE SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
FOR
LEGEND INTERNATIONAL HOLDINGS, INC.
(a Delaware Corporation)
1. Stock Subscription: The subscribers listed on the signature page hereof
(collectively, the "Subscriber"), hereby subscribe for an aggregate of
18,750,000 shares of common stock, $0.001 par value (the "Common Stock," the
"Securities" or the "Purchased Securities"), of Legend International Holdings,
Inc., a Delaware Corporation ("Legend" or the "Company") at a purchase price of
$ 0.80 per share for and in consideration of $15,000,000 to be paid in cash at
closing. All figures are in United States Dollars unless otherwise specified.
Such Subscription is subject to the following terms and conditions:
a. Tender of Purchase Price: Subscriber tenders to Xxxxxxxx
Xxxxx LLP, counsel for Legend, the purchase price of
$15,000,000 either by a check payable to the order of
"Xxxxxxxx Xxxxx LLP for the benefit of Legend International
Holdings, Inc." or a wire transfer to Xxxxxxxx Xxxxx LLP,
pursuant to the written wire instructions attached hereto as
Schedule 1 (the "Purchase Price").
b. Closing: The closing (the "Closing") of this Agreement
shall take place at the offices of Xxxxxxxx Xxxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. on December 12,
2007 (the "Closing Date") or at such other time and place as
the parties shall mutually agree upon. The Closing is subject
to the fulfillment of the following conditions (the
"Conditions") which Conditions Legend and the Subscriber
covenant to exercise their reasonable best efforts to have
fulfilled on or prior to the Closing Date:
(i) for the benefit of Legend, the Subscriber shall have
tendered the Purchase Price to Xxxxxxxx Xxxxx LLP;
(ii) for the benefit of the Subscriber, all relevant
documentation and approvals as may be required, by
applicable securities statutes, regulations, policy
statements and interpretation notes, by applicable
securities regulatory authorities and by applicable
rules shall have been obtained and, where applicable,
executed by or on behalf of the Subscriber;
(iii) for the benefit of the Subscriber, Legend's board of
directors shall have authorized and approved the
execution and delivery of this Agreement, the issuance
and delivery of the Securities, and the allotment and
issuance of such Securities;
(iv) each of Legend (for the benefit of the Subscriber) and
the Subscriber (for the benefit of Legend) shall have
complied with its covenants contained in this Agreement
to be complied with prior to Closing;
(v) the representations and warranties of Legend (for the
benefit of the Subscriber) and the Subscriber (for the
benefit of Legend) set forth in this Agreement shall be
true and correct as of the Closing Date.
Either party may waive in writing in whole or in part any
condition benefiting such party before Closing upon such terms
as it may consider appropriate in its sole discretion.
c. Issuance of Securities: Legend will deliver the
certificates representing the Securities on the Closing Date
and against release of the Purchase Price by Xxxxxxxx Xxxxx
LLP upon such delivery. The Certificates representing the
Securities, delivered pursuant to this Subscription shall bear
a legend in the following form, unless such Securities have
been registered under the Securities Act of 1933, as amended
(the "1933 Act") or where exempted:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT OR IN COMPLIANCE WITH THE
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY
RULE 144 THEREUNDER, IF AVAILABLE, OR IN COMPLIANCE WITH
ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER
PROVIDING AN OPINION OF COUNSEL OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE 1933 ACT."
d. If the Certificates representing the Securities have been held
for a period of at least six (6) months and if Rule 144 of the
1933 Act, is applicable (there being no representations by
Legend that Rule 144 is applicable), then the undersigned may
make sales of the Securities only under the terms and
conditions prescribed by Rule 144 of the 1933 Act or
exemptions therefrom. Legend shall use commercially reasonable
efforts to cause its legal counsel to deliver an opinion or
such other documentation as may reasonably be required to
effect sales of the Securities under Rule 144.
2. Representations and Warranties: Subscriber hereby represents
and warrants to Legend:
a. SUBSCRIBER UNDERSTANDS THAT THE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY.
b. Subscriber is not an underwriter and acquired the Purchased
Securities solely for investment for its own account and not
with a view to, or for, resale in connection with any
distribution of securities within the meaning of the 1933
Act; and is not purchasing the Purchased Securities with a
view to or for the resale, distribution, subdivision or
fractionalization thereof; and the undersigned has no
contract, undertaking, understanding, agreement, or
arrangement, formal or informal, with any person to sell,
transfer, or pledge to any person the securities for which it
hereby subscribes, or any part thereof; and it understands
that the legal consequences of the foregoing
representations and warranties mean that it must bear the
economic risk of the investment for an indefinite period of
time because the Purchased Securities have not been
registered under the 1933 Act, and, therefore, may be resold
only if registered under the 1933 Act or if an exemption from
such registration is available.
c. Subscriber understands the speculative nature and risks of
investments associated with Legend, and confirms that the
Securities would be suitable and consistent with its
investment program and that its financial position enables
Subscriber to bear the risks of this investment; and that
there may not be any public market for the Purchased
Securities subscribed for herein.
d. The Purchased Securities subscribed for herein may not be
transferred, encumbered, sold, hypothecated, or otherwise
disposed of to any person, except in compliance with the 1933
Act and applicable state securities or "blue sky" laws.
Without limiting the generality or application of any other
covenants, representations, warranties or acknowledgements of
the Subscriber respecting resale of the Securities, if the
Subscriber decides to offer, sell or otherwise transfer any of
the Securities, it will not offer, sell or otherwise transfer
any of such Securities directly or indirectly, unless:
e. the sale is to the Company;
f. the sale is made outside the United States in a
transaction satisfying the requirements of Regulation S
under the 1933 Act and in compliance with applicable
local laws and regulations;
g. the sale is made pursuant to the exemption from the
registration requirements under the 1933 Act provided
by Rule 144 thereunder and in accordance with any
applicable state securities or "blue sky" laws;
h. the Securities are sold in a transaction that does not
require registration under the 1933 Act or any
applicable state laws and regulations governing the
offer and sale of Securities, and it has prior to such
sale furnished to the Company an opinion of counsel to
that effect, which opinion and counsel shall be
reasonably satisfactory to the Company; or
i. the Securities are registered under the 1933 Act and
any applicable state laws and regulations governing the
offer and sale of such Securities;
and the Subscriber understands that the Company may instruct
its registrar and transfer agent not to record any transfer of
the Securities without first being notified by the Company
that it is satisfied that such transfer is exempt from or not
subject to or complies with the registration requirements of
the 1933 Act and applicable state securities laws. Legend will
at its expense use its best efforts to cause its legal counsel
to provide an opinion letter to the subscriber and its
purchaser(s) in connection with the resale by the subscriber
of Securities pursuant to an exemption under the 1933 Act.
j. Legend is under no obligation, except as stated in Section 4
below, to register or seek an exemption from the 1933 Act or
any applicable state laws for the Securities, or to cause or
permit the Securities to be transferred in the absence of any
such registration or exemption or other circumstance described
in Section 2.d., and Subscriber herein must hold such
Securities indefinitely unless the Securities are subsequently
registered under 1933 Act and applicable state securities laws
or an exemption from registration or other circumstance
described in Section 2.d. is available.
k. At the time of subscription, Subscriber reviewed the economic
consequences of the purchase of the Purchased Securities with
its attorney and/or other financial advisor, was afforded
access to the books and records of the Company, conducted an
independent investigation of the business of the Company, and
was fully familiar with the financial affairs of the Company.
Subscriber consulted with its counsel with respect to the 1933
Act and applicable federal and state securities laws.
Subscriber has reviewed the Company's Form 10-KSB for the year
ended December 31, 2006 and Form 10-QSB for the quarter ended
September 30, 2007, all of which are filed electronically on
XXXXX.
g. Subscriber had the opportunity to ask questions of the Company
and receive additional information from the Company to the
extent that the Company possessed such information, or could
acquire it without unreasonable effort or expense, necessary
to evaluate the merits and risks of an investment in Legend.
h. Subscriber confirms that it is able (i) to bear the economic
risk of the investment; (ii) to hold the Securities for an
indefinite period of time; (iii) to afford a complete loss of
its investment; and represents that it has adequate means of
providing for its current needs and possible personal
contingencies, and that it has no need for liquidity in this
investment; (iv) this investment is suitable for Subscriber
based upon his investment holdings and financial situation and
needs, and this investment does not exceed ten percent of
Subscriber 's net worth; and (v) Subscriber has by reason of
its business or financial experience or could be reasonably
assumed to have the capacity to protect its own interests in
connection with this transaction.
i. The Subscriber has not purchased the Purchased Securities as a
result of any form of general solicitation or general
advertising, including advertisements, articles, notices or
other communications published in any newspaper, magazine or
similar media or broadcast over radio, or television, or any
seminar or meeting whose attendees have been invited by
general solicitation or general advertising, or as a result of
the filing of the Company's Registration Statement on Form
SB-2 (SEC File No. 333-145082) (the "2007 Form SB-2").
j. Subscriber confirms that this transaction is intended to be
exempt from registration under the 1933 Act by virtue of
section 4(2) of the 1933 Act and the provisions of Rule 506 of
Regulation D promulgated thereunder, and confirms that it is
an "accredited investor" (as that term is defined under Rule
501(a) as promulgated under Regulation D of the 1933 Act).
All information which the Subscriber has provided concerning the
Subscriber is correct and complete as of the date set forth below, and
if there should be any change in such information prior to the
acceptance of this Agreement by the Company, the Subscriber will
immediately provide such information to the Company.
3. Company Representations, Warranties and Covenants. Legend represents,
warrants and covenants that, at the Closing Date (and Legend acknowledges that
the Subscriber is relying on such representations, warranties and covenants):
a. Legend is a valid and subsisting corporation duly incorporated and in
good standing under the laws of its jurisdiction of incorporation, and
Legend has no subsidiaries other than an inactive subsidiary called
Legend Consolidated Group, Inc.;
b. Legend is duly registered and licensed to carry on business in the
jurisdictions in which it carries on business or owns property where
so required by the laws of that jurisdiction;
c. Legend owns, possesses or has obtained, and is operating in compliance
with, all governmental, administrative and third party licenses,
permits, certificates, registrations, approvals, consents and other
authorizations (collectively, "Permits") necessary to own or lease (as
the case may be) and operate its properties, and to conduct its
businesses or operations as currently conducted, except such Permits
the failure of which to obtain would not have a material adverse
effect on the business, properties, operations, financial condition or
results of operations or prospects of Legend (a "Material Adverse
Effect"), and Legend has not received any notice of proceedings
relating to the revocation, modification or suspension of any Permits
which would have a Material Adverse Effect, or any circumstance which
would lead it to believe that such proceedings are reasonably likely;
d. the business and operations of Legend have been conducted in
accordance with all applicable laws, rules and regulations of all
governmental authorities, except for such violations as would not,
individually or in the aggregate, have a Material Adverse Effect;
e. the authorized capital of Legend consists of (A) 300,000,000 shares of
common stock, of which there were (i) 157,968,825 shares issued and
outstanding as of December 12, 2007 as fully paid and non-assessable
shares; (ii) options and/or warrants to purchase 3,033,630 shares of
common stock; and (iii) employee options to purchase 14,050,000 shares
of common stock, and (B) 20,000,000 shares of preferred stock, par
value $.001 per share, none of which were outstanding as of December
12, 2007;
f. Legend will reserve or set aside sufficient shares of common stock in
its treasury to issue the Securities, and all such Securities will
upon payment of the recited consideration and issuance be duly and
validly issued, fully paid and non-assessable;
g. the issuance of the Securities will not be subject to any pre-emptive
right or other contractual right to purchase securities granted by
Legend or to which Legend is bound;
h. the issue and sale of the Securities by Legend does not and will not
conflict with, and does not and will not result in a breach of, any of
the terms of its incorporating documents or any agreement or
instrument to which Legend is a party;
i. Legend has complied and will comply fully with the requirements of all
applicable corporate and securities laws in all matters relating to
this Agreement;
j. there are no legal or governmental actions, suits, proceedings or
investigations pending or, to Legend's knowledge, threatened, to which
Legend is or may be a party or of which property owned or leased by
Legend is or may be the subject, or related to environmental, title,
discrimination or other matters, which actions, suits, proceedings or
investigations, individually or in the aggregate, could have a
Material Adverse Effect;
k. there are no judgments against Legend which are unsatisfied, nor is
Legend subject to any injunction, judgment, decree or order of any
court, regulatory body, administrative agency or other governmental
body;
l. this Agreement has been or will be by the Closing Date duly authorized
by all necessary corporate action on the part of Legend, and Legend
has full corporate power and authority to enter into and perform its
obligations under this Agreement;
m. this Agreement has been duly authorized, executed and delivered by the
Company and constitutes a valid and legally binding obligation of the
Company enforceable against it in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting the
rights of creditors generally and except as limited by the application
of equitable principles when equitable remedies are sought, and by the
fact that rights to indemnity, contribution and waiver, and the
ability to sever unenforceable terms, may be limited by applicable
law;
n. Legend is not in violation of its organizational or incorporating
documents nor in violation of, or in default under, any lien,
mortgage, lease, agreement or instrument, except for such defaults
which would not, individually or in the aggregate, have a Material
Adverse Effect;
o. subject to the accuracy of the representations and warranties of the
Subscriber contained in this Agreement, the offer, sale and issuance
of the Securities as contemplated by this Agreement are exempt from
the registration requirements of the 1933 Act, and from the
registration or qualification requirements of the state securities or
"blue sky" laws and regulations of any applicable state or other
applicable jurisdiction;
p. Legend's shares of Common Stock are quoted for trading on the National
Association of Securities Dealers over-the-counter electronic bulletin
board (the "OTCBB");
q. no order ceasing, halting or suspending trading in securities of
Legend nor prohibiting the sale of such securities has been issued to
and is outstanding against Legend or its directors, officers or
promoters, and, to the best of Legend knowledge, no investigations or
proceedings for such purposes are pending or threatened;
r. Legend has not taken any action which would be reasonably expected to
result in the delisting or suspension of quotation of Legend's shares
of common stock on or from the OTCBB and Legend has complied in all
material respects with the rules and regulations of eligibility on the
OTCBB;
s. no person, firm or corporation acting or purporting to act at the
request of Legend is entitled to any brokerage, agency or finder's fee
in connection with the purchase and sale of the Securities described
herein, except for BBY Limited;
t. Legend is a "reporting issuer" under section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and is not in
default in any material respect in any of the reporting requirements
of the 1934 Act;
u. as of their respective filing dates, since January 1, 2007, each
report, schedule information statement and proxy statement filed by
Legend with the United States Securities and Exchange Commission
("SEC") (each, an "SEC Report" and collectively, the "SEC Reports")
(and if any SEC Report filed prior to the date of this Agreement was
amended or superseded by a filing prior to the date of this Agreement,
then also on the date of filing of such amendment or superseding
filing), (i) where required, were prepared in all material respects in
accordance with the requirements of the 1933 Act or the 1934 Act, as
the case may be, and the rules and regulations promulgated under such
Acts applicable to such SEC Reports, (ii) did not contain any untrue
statements of a material fact and did not omit to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (iii) are
all the forms, reports and documents required to be filed by Legend
with the SEC since that time. Each set of audited consolidated
financial statements and unaudited interim financial statements of
Legend (including any notes thereto) included in the SEC Reports (i)
complies as to form in all material respects with the published rules
and regulations of the SEC with respect thereto, and (ii) have been
prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis (except as may be
indicated therein or in the notes thereto) and fairly present, in all
material respects, the financial position of Legend as of the dates
thereof and the results of its operations and cash flows for the
periods then ended subject, in the case of the unaudited interim
financial statements, to normal year-end adjustments which were not or
are not expected to be material in amount. To Legend's knowledge, no
events or other factual matters exist which would require Legend to
file any amendments or modifications to any SEC Reports which have not
yet been filed with the SEC but which are required to be filed with
the SEC pursuant to the 1933 Act or the 1934 Act, except for such
amendments as may be necessary to comply with the SEC staff comments
on the 2007 Form SB-2. If the proposed spin-off of the Company's
uranium properties is completed, the record date for the distribution
of the spin-off shares to stockholders shall occur on a date following
the Closing Date;
v. Each SEC Report containing financial statements that has been filed
with or submitted to the SEC since January 1, 2007, was accompanied by
the certifications required to be filed or submitted by Legend's chief
executive officer and chief financial officer pursuant to the
Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"); at the time of
filing or submission of each such certification, such certification
was true and accurate and complied with the Xxxxxxxx-Xxxxx Act and the
rules and regulations promulgated thereunder; such certifications
contain no qualifications or exceptions to the matters certified
therein and have not been modified or withdrawn; and neither Legend
nor any of its officers has received notice from any governmental
entity questioning or challenging the accuracy, completeness, form or
manner of filing or submission of such certification;
w. there is no fact known to Legend which Legend has not publicly
disclosed which materially adversely affects, or so far as Legend can
reasonably foresee, will materially adversely affect, the assets,
liabilities (contingent or otherwise), capital, affairs, business,
prospects, operations or condition (financial or otherwise) of Legend
or the ability of Legend to perform its obligations under this
Agreement;
x. Except as disclosed in the SEC Reports, Legend has filed all federal,
state, local and foreign tax returns which are required to be filed,
or has requested extensions thereof, and has paid all taxes required
to be paid by it and any other assessment, fine or penalty levied
against it, to the extent that any of the foregoing is due and
payable, except for such assessments, fines and penalties which are
currently being contested in good faith;
y. Legend has established on its books and records reserves which are
adequate for the payment of all taxes not yet due and payable and
there are no liens for taxes on the assets of Legend except for taxes
not yet due, and there are no audits of any of the tax returns of
Legend which are known by Legend's management to be pending, and there
are no claims which have been or may be asserted relating to any such
tax returns which, if determined adversely, would result in the
assertion by any governmental agency of any deficiency which would
have a Material Adverse Effect;
z. Legend is not an "investment company" within the meaning of the
Investment Company Act of 1940;
aa. neither Legend nor any person acting on its behalf (i) has made or
will make any "directed selling efforts" (as such term is defined in
Regulation S of the 1933 Act) in the United States, or (ii) has
engaged in or will engage in any form of "general solicitation" or
"general advertising" (as such terms are defined in Rule 502 (c) under
Regulation D of the 1933 Act) in the United States with respect to
offers or sales of the Securities;
bb. the Company has not, for a period of six months prior to the date
hereof, sold, offered for sale or solicited, and will not for a period
of six months after the Closing Date, offer, sell or solicit, any
offer to buy any of its securities in a manner that would be
integrated with the offer and sale of the Purchased Securities and
would cause the exemption from registration set forth in Rule 506 of
Regulation D or Rule 903 of Regulation S of the 1933 Act to become
unavailable with respect to the offer and sale of the Securities;
cc. Legend will cause a favorable legal opinion to be delivered at Closing
by its counsel addressed to the Subscriber with respect to such
matters as the Subscriber may reasonably request relating to this
transaction, acceptable in all reasonable respects to the Subscribers'
counsel, acting reasonably, including to the effect that:
(i) Legend is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Delaware and has all requisite corporate
power and authority to carry on its business as
presently carried on and to own and lease its assets
where such assets are owned or leased;
(ii) Legend has all necessary corporate capacity and
authority to enter into and perform its obligations
under this Agreement and to issue and sell the
Securities;
(iii) this Agreement has been duly authorized by Legend and
constitutes legally binding obligations upon Legend
and is enforceable in accordance with its terms
(subject to the usual qualifications);
(iv) registration under the 1933 Act of the Securities is
not required for the offer and sale thereof to the
Subscriber in accordance with the provisions of this
Agreement;
(v) the shares of Common Stock, $0.001 par value, of the
Company outstanding prior to the issuance of the
shares of Common Stock have been duly authorized and
are validly issued, fully paid and non-assessable.
(vi) Legend has reserved and set aside sufficient shares
of common stock in its treasury to issue the
Securities, and all such Securities will upon payment
of the recited consideration and issuance be duly and
validly issued, fully paid and non-assessable;
(vii) the issuance of the Securities will not be subject to
any pre-emptive right or other contractual right to
purchase securities granted by Legend or to which
Legend is bound;
(viii) the issue and sale of the Securities by Legend does
not and will not conflict with, and does not and will
not result in a breach of, any of the terms of its
incorporating documents or any agreement or
instrument to which Legend is a party;
(ix) Legend is not an "investment company" within the
meaning of the Investment Company Act of 1940;
(x) such other matters as counsel to the Subscriber may
reasonably require in connection with this Agreement.
dd. the warranties and representations in this section are true and
correct and will remain so as of the Closing Date; and
ee. Legend shall indemnify, defend and hold the Subscriber (which term
shall, for the purposes of this Section, include the Subscriber and
its shareholders, managers, partners, directors, officers, members,
employees, direct or indirect investors, agents and affiliates and
assignees and the stockholders, partners, directors, members,
managers, officers, employees direct or indirect investors and agents
of such affiliates and assignees) harmless against any and all
liabilities, loss, cost or damage, together with all reasonable costs
and expenses related thereto (including reasonable legal and
accounting fees and expenses), arising from, relating to, or connected
with an untrue, inaccurate or breached statement, representation,
warranty or covenant of Legend contained herein. Legend undertakes to
notify the Subscriber immediately of any change in any representation,
warranty or other material information relating to Legend set forth in
this Agreement which takes place prior to the Closing Date.
4. Registration Rights
a. Legend shall prepare and file with the SEC within seventy-five (75)
calendar days after the Closing Date (the "Filing Deadline") either
(i) an amendment to the 2007 Form SB-2, or (ii) a registration
statement (on Form XX-0, X-0, or other appropriate registration
statement form) under the 1933 Act (the "Registration Statement"), at
the sole expense of Legend (except as specifically provided in Section
c hereof) so as to permit a public offering and resale of the Common
Stock (the "Registrable Securities") in the United States under the
1933 Act by the Subscriber as selling stockholder and not as
underwriter. Legend shall use its best efforts to cause such
Registration Statement to become effective as soon as possible
thereafter, and within the earlier of: (i) one hundred twenty (120)
calendar days after the Closing Date (or one hundred and fifty (150)
calendar days in the event the SEC shall elect to review the
Registration Statement), or (ii) five (5) calendar days after the SEC
clearance to request acceleration of effectiveness (the "Effectiveness
Deadline"). Legend will notify the Subscriber of the effectiveness of
the Registration Statement (the "Effective Date") within three (3)
Trading Days (days in which the OTCBB is open for quotation) (each, a
"Trading Day").
b. Legend will maintain the Registration Statement or post-effective
amendment filed under this Section 4 effective under the 1933 Act
until the earlier of the date (i) all of the Registrable Securities
have been sold pursuant to such Registration Statement, (ii) the
Subscriber receives an opinion of counsel to Legend, which opinion and
counsel shall be reasonably acceptable to the Subscriber, that the
Registrable Securities may be sold under the provisions of Rule 144
without limitation as to volume, (iii) all Registrable Securities, (or
all Common Stock and Warrants, in the case of Warrants not then
exercised) have been otherwise transferred to persons who may trade
the Registrable Securities without restriction under the 1933 Act, and
Legend has delivered a new certificate or other evidence of ownership
for such Registrable Securities not bearing a restrictive legend, (iv)
all Registrable Securities may be sold without any time, volume or
manner limitations pursuant to Rule 144(k) or any similar provision
then in effect under the 1933 Act in the opinion of counsel to Legend,
which counsel shall be reasonably acceptable to the Subscriber, (v)
Legend obtains the written consent of the Subscriber, or (vi) one (1)
years from the Effective Date (the "Effectiveness Period").
c. All fees, disbursements and out-of-pocket expenses and costs incurred
by Legend in connection with the preparation and filing of the
Registration Statement and in complying with applicable securities and
"blue sky" laws (including, without limitation, all attorneys' fees of
Legend, registration, qualification, notification and filing fees,
printing expenses, escrow fees, blue sky fees and expenses and the
expense of any special audits incident to or required by any such
registration) shall be borne by Legend. The Subscriber shall bear the
cost of underwriting and/or brokerage discounts, fees and commissions,
if any, applicable to the Registrable Securities being registered and
the fees and expenses of its counsel. The Subscriber and its counsel
shall have a reasonable period, not to exceed five (5) Trading Days,
to review the proposed Registration Statement or any amendment
thereto, prior to filing with the SEC. Legend shall qualify any of the
Registrable Securities for sale in such states as the Subscriber
reasonably designates. However, Legend shall not be required to
qualify in any state which will require an escrow or other restriction
relating to Legend and/or the sellers, or which will require Legend to
qualify to do business in such state or require Legend to file therein
any general consent to service of process. Legend at its expense will
supply the Subscriber with copies of the applicable Registration
Statement and the prospectus included therein and other related
documents in such quantities as may be reasonably requested by the
Subscriber.
d. The rights to cause Legend to register Registrable Securities granted
to the Subscriber by Legend under this Section 4 may be assigned in
full by a Subscriber in connection with a transfer by the Subscriber
of not less than 1,000,000 shares of Common Stock in a single
transaction to a single transferee purchasing as principal, provided,
however, that (i) such transfer is otherwise effected in accordance
with applicable securities laws; (ii) the Subscriber gives prior
written notice to Legend; and (iii) such transferee agrees to comply
with the terms and provisions of this Agreement, and such transfer is
otherwise in compliance with this Agreement.
e. If at any time or from time to time after the Effective Date, Legend
notifies the Subscriber in writing of the existence of a Potential
Material Event (as defined in Section (f) below), the Subscriber shall
not offer or sell any Registrable Securities or engage in any other
transaction involving or relating to Registrable Securities, from the
time of the giving of notice with respect to a Potential Material
Event until the Subscriber receives written notice from Legend that
such Potential Material Event either has been disclosed to the public
or no longer constitutes a Potential Material Event. If a Potential
Material Event shall occur prior to the date a Registration Statement
is required to be filed, then Legend's obligation to file such
Registration Statement shall be delayed without penalty for not more
than thirty (30) calendar days. Legend must, if lawful, give the
Subscriber notice in writing at least two (2) Trading Days prior to
the first day of the blackout period.
f. "Potential Material Event" means any of the following: (i) the
possession by Legend of material information not ripe for disclosure
in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of Legend that disclosure
of such information in a Registration Statement would be detrimental
to the business and affairs of Legend; or (ii) any material engagement
or activity by Legend which would, in the good faith determination of
the Chief Executive Officer or the Board of Directors of Legend, be
adversely affected by disclosure in a registration statement at such
time, which determination shall be accompanied by a good faith
determination by the Chief Executive Officer or the Board of Directors
of Legend that the applicable Registration Statement would be
materially misleading absent the inclusion of such information;
provided that, (i) Legend shall not use such right with -------------
respect to the Registration Statement for more than an aggregate of 90
days in any 12-month period; and (ii) the number of days Legend is
required to keep the Registration Statement effective shall be
extended by the number of days for which the Company shall have used
such right.
g. The Subscriber will cooperate with Legend in all respects in
connection with this Agreement, including timely supplying all
information reasonably requested by Legend (which shall include all
information regarding the Subscriber and proposed manner of sale of
the Registrable Securities required to be disclosed in any
Registration Statement) and executing and returning all documents
reasonably requested in connection with the registration and sale of
the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an
underwritten offering, in usual and customary form, with the managing
underwriter or underwriters of such underwritten offering. Any delay
or delays caused by the Subscriber, or by any other purchaser of
securities of Legend having registration rights similar to those
contained herein, by failure to cooperate as required hereunder shall
not constitute a breach or default of Legend under this Agreement.
h. Whenever Legend is required by any of the provisions of this Agreement
to effect the registration of any of the Registrable Securities under
the 1933 Act, Legend shall (except as otherwise provided in this
Agreement), as expeditiously as possible, subject to the assistance
and cooperation as reasonably required of the Subscriber with respect
to each Registration Statement:
(i) (A) prior to the filing with the SEC of any Registration
Statement (including any amendments thereto) and the
distribution or delivery of any prospectus (including any
supplements thereto), provide draft copies thereof to the
Subscriber and reflect in such documents all such comments
as the Subscriber (and its counsel), reasonably may propose
respecting the Selling Shareholders and Plan of Distribution
sections (or equivalents) and (B) furnish to the Subscriber
such numbers of copies of a prospectus including a
preliminary prospectus or any amendment or supplement to any
prospectus, as applicable, in conformity with the
requirements of the 1933 Act, and such other documents, as
the Subscriber may reasonably request in order to facilitate
the public sale or other disposition of the Registrable
Securities owned by the Subscriber;
(ii) register and qualify the Registrable Securities covered by
the Registration Statement under such other securities or
blue sky laws of such jurisdictions as the Subscriber shall
reasonably request (subject to the limitations set forth in
Section (b) above), and do any and all other acts and things
which may be necessary or advisable to enable the Subscriber
to consummate the public sale or other disposition in such
jurisdiction of the securities owned by the Subscriber;
(iii) cause the Registrable Securities to be quoted or listed on
each service on which the Common Stock of Legend is then
quoted or listed;
(iv) notify the Subscriber, at any time when a prospectus
relating thereto covered by the Registration Statement is
required to be delivered under the 1933 Act, of the
happening of any event of which it has knowledge as a result
of which the prospectus included in the 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 Legend shall prepare and
file a curative amendment as promptly as commercially
reasonable;
(v) as promptly as practicable after becoming aware of such
event, notify the Subscriber, (or, in the event of an
underwritten offering, the managing underwriters) of the
issuance by the SEC of any stop order or other suspension of
the effectiveness of the Registration Statement at the
earliest possible time and take all lawful action to effect
the withdrawal, recession or removal of such stop order or
other suspension; and
(vi) provide a transfer agent and registrar for all securities
registered pursuant to the Registration Statement and a
CUSIP number for all such securities.
j. With respect to any sale of Registrable Securities pursuant to a
Registration Statement filed pursuant to this Section 4, the
Subscriber hereby covenants with Legend (i) not to make any sale of
the Registrable Securities without effectively causing the prospectus
delivery requirements under the Securities Act to be satisfied and
(ii) to notify Legend promptly upon disposition of all of the
Registrable Securities.
k. In addition to the registration rights set forth in Section 4(a), if
the Registration Statement filed pursuant to Section 4(a) is not filed
within 75 calendar days from the Closing Date, or otherwise declared
effective by the SEC, then the Subscribers shall also have certain
"piggy-back" registration rights as follows:
(vi) If at any time after the issuance of the Registrable
Securities, Legend shall file with the SEC a registration
statement under the 1933 Act registering any shares of
equity securities, Legend shall give written notice to the
Subscriber prior to such filing.
(vii) Within twenty (20) calendar days after such notice from
Legend, the Subscriber shall give written notice to Legend
whether or not it desires to have all of its Registrable
Securities included in the registration statement. If the
Subscriber fails to give such notice within such period, the
Subscriber shall not have further rights hereunder to have
its Registrable Securities registered pursuant to such
registration statement. If the Subscriber gives such notice,
then Legend shall include the Subscriber's Registrable
Securities in the registration statement, at Company's sole
cost and expense, subject to the remaining terms of this
Section 4(k).
(viii) If the registration statement relates to an underwritten
offering, and the underwriter shall determine in writing
that the total number of shares of equity securities to be
included in the offering, including the Registrable
Securities, shall exceed the amount which the underwriter
deems to be appropriate for the offering, the number of
shares of the Registrable Securities shall be reduced in the
same proportion as the remainder of the shares in the
offering and the Subscriber's Registrable Securities
included in such registration statement will be reduced
proportionately. For this purpose, if other securities in
the registration statement are derivative securities, their
underlying shares shall be included in the computation. The
Subscriber shall enter into such agreements as may be
reasonably required by the underwriters and the Subscriber
shall pay the underwriters commissions relating to the sale
of their respective Registrable Securities.
(ix) The Subscriber shall have an unlimited number of
opportunities to have the Registrable Securities registered
under this Section 4(k) provided that Legend shall not be
required to register any Registrable Security or keep any
Registration Statement effective beyond such period required
under Section 4(b) of this Agreement.
(x) The Subscriber shall furnish in writing to Legend such
information as Legend shall reasonably require in connection
with a registration statement.
l. Legend acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of Section 4 of this
Agreement and that such failure would not be adequately compensable in
damages. Therefore, Legend agrees that in the event that the
Registration Statement to be filed by Legend pursuant to paragraph
4(a) above (i) is not filed with the SEC on or before the Filing
Deadline, or (ii) such Registration Statement is not declared
effective by the SEC on or before the Effectiveness Deadline, then
Legend shall (x) for the period commencing on the seventy sixth (76th)
day after the Closing Date and on the first day of each month
thereafter until the date that the Registration Statement is filed and
(y) for the period commencing on the one hundred twenty first (121st)
day after the Closing Date (or the one hundred fifty first (151st) day
after the Closing Date in the event the SEC shall elect to review the
Registration Statement) and on the first day of each month thereafter
until the date that the Registration Statement is declared effective
by the SEC, Legend will pay to the Subscriber as liquidated damages
and not as a penalty for such failure (the "Liquidated Damages")
either: (A) a cash payment equal to 1.2% of the Purchase Price or (B)
at the sole election of the Subscriber, shares of Common Stock equal
to 1.2% of the number of shares of Common Stock purchased by the
Subscriber. In no event shall the Liquidated Damages exceed, in the
aggregate, 10% of the Subscriber's initial investment in the Purchased
Securities. On either the Filing Deadline, if the Registration
Statement has not be filed, or the Effectiveness Deadline, if the
Registration Statement has not be declared effective, Legend will
provide written notice of failure to the Subscriber and promptly pay
the Subscriber the Liquidated Damages (a "Default Notice"). Legend and
the Subscriber agree that the agreements contained in such Section 4
may be specifically enforced, and the Liquidated Damages are in
addition to any other rights or remedies the Subscriber may have at
law or in equity, including without limitation, the right of
rescission. Legend shall indemnify and hold harmless the Subscriber
from and against any and all manner or loss which it may incur as a
result of such failure. In addition, Legend shall also reimburse the
Subscriber for any and all reasonable legal fees and expenses incurred
by it in enforcing their rights pursuant to Section 4, regardless of
whether any litigation was commenced.
5. Indemnity and Contribution
a. Legend agrees to indemnify and hold harmless Subscriber, its officers,
directors, employees, partners, legal counsel and accountants, and
each person controlling Subscriber within the meaning of Section 15 of
the 1933 Act, from and against any losses, claims, damages, expenses
or liabilities (or actions or proceedings in respect thereof) to which
Subscriber or such other indemnified persons may become subject
(including in settlement of litigation, whether commenced or
threatened) insofar as such losses, claims, damages, expenses or
liabilities (or actions or proceedings in respect thereof) arise out
of, or are based upon, any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state
a material fact in the Registration Statement, including all documents
filed as a part thereof and information deemed to be a part thereof,
on the effective date thereof, or any amendment or supplements
thereto, or arise out of any failure by Legend to fulfill any
undertaking or covenant included in the Registration Statement or to
perform its obligations hereunder or under applicable law and Legend
will, as incurred, reimburse Subscriber, each of its officers,
directors, employees, partners, legal counsel and accountants, and
each person controlling the Subscriber, for any legal or other
expenses reasonably incurred in investigating, defending or preparing
to defend, settling, compromising or paying such action, proceeding or
claim; provided, however, that Legend shall not ------------------ be
liable in any such case to the extent that such loss, claim, damage,
expense or liability (or action or proceeding in respect thereof)
arises out of, or is based upon, (i) the failure of the Subscriber, or
any of its agents, affiliates or persons acting on its behalf, to
comply with Subscriber's covenants and agreements contained in this
Agreement with respect to the sale of Registrable Securities, (ii) an
untrue statement or omission in such Registration Statement in
reliance upon and in conformity with written information furnished to
Legend by an instrument duly executed by or on behalf of the
Subscriber, or any of its agents, affiliates or persons acting on its
behalf, and stated to be specifically for use in preparation of the
Registration Statement and not corrected in a timely manner by the
Subscriber in writing or (iii) an untrue statement or omission in any
prospectus that is corrected in any subsequent prospectus, or
supplement or amendment thereto, that was delivered to the Subscriber
prior to the pertinent sale or sales by Subscriber and not delivered
by the Subscriber to the individual or entity to which it made such
sale(s) prior to such sale(s).
b. The Subscriber agrees to indemnify and hold harmless Legend, its
officers, directors, employees, partners, legal counsel and
accountants, and each person controlling Legend within the meaning of
Section 15 of the 1933 Act, from and against any losses, claims,
damages, expenses or liabilities (or actions or proceedings in respect
thereof) to which Legend or such other indemnified persons may become
subject (under the 1933 Act or otherwise) insofar as such losses,
claims, damages, expenses or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon (i) the failure of
the Subscriber or any of its agents, affiliates or persons acting on
its behalf, to comply with the covenants and agreements contained in
this Agreement with respect to the sale of Registrable Securities; or
(ii) an untrue statement or alleged untrue statement of a material
fact or omission to state a material fact in the Registration
Statement in reliance upon and in conformity with written information
furnished to Legend by an instrument duly executed by or on behalf of
the Subscriber and stated to be specifically for use in preparation of
the Registration Statement; provided, ----------- however, that the
Subscriber shall not be liable in any such case for (i) any untrue
statement or alleged untrue ------- statement or omission in any
prospectus or Registration Statement which statement has been
corrected, in writing, by the Subscriber and delivered to Legend
before the sale from which such loss occurred; or (ii) an untrue
statement or omission in any prospectus that is corrected in any
subsequent prospectus, or supplement or amendment thereto, that was
delivered to the Subscriber prior to the pertinent sale or sales by
the Subscriber and delivered by the Subscriber to the individual or
entity to which it made such sale(s) prior to such sale(s), and the
Subscriber will, as incurred, reimburse Legend for any legal or other
expenses reasonably incurred in investigating, defending or preparing
to defend any such action, proceeding or claim. Notwithstanding the
foregoing, the Subscriber shall not be liable or required to indemnify
Legend or such other indemnified persons in the aggregate for any
amount in excess of the net amount received by the Subscriber from the
sale of the Registrable Securities, to which such loss, claim, damage,
expense or liability (or action or proceeding in respect thereof)
relates.
c. Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is
to be sought against an indemnifying person pursuant to this Section
5, such indemnified person shall notify the indemnifying person in
writing of such claim or of the commencement of such action and,
subject to the provisions hereinafter stated, in case any such action
shall be brought against an indemnified person, the indemnifying
person shall be entitled to participate therein, and, to the extent
that it shall wish, to assume the defense thereof. After notice from
the indemnifying person to such indemnified person of the indemnifying
person's election to assume the defense thereof, the indemnifying
person shall not be liable to such indemnified person for any legal
expenses subsequently incurred by such indemnified person in
connection with the defense thereof; provided, however, that if
------------------ there exists or shall exist a conflict of interest
that would, in the opinion of counsel to the indemnified party, make
it inappropriate under applicable laws or codes of professional
responsibility for the same counsel to represent both the indemnified
person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own
counsel at the expense of such indemnifying person; provided, further,
that the ------------------ indemnifying person shall not be obligated
to assume the expenses of more than one counsel to represent all
indemnified persons. In the event of such separate counsel, such
counsel shall agree to reasonably cooperate.
d. If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages, expenses
or liabilities (or actions or proceedings in respect thereof) referred
to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages, expenses or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate
to reflect the relative fault of Legend on the one hand and the
Subscriber, or its agents, affiliates or persons acting on its behalf,
on the other in connection with the statements or omissions which
resulted in such losses, claims, damages, expenses or liabilities (or
actions or proceedings in respect thereof), as well as any other
relevant equitable considerations. The relative fault 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
Legend on the one hand or the Subscriber, or its agents, affiliates or
persons acting on its behalf, on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. Legend and the Subscriber agree
that it would not be just and equitable if contribution pursuant to
this subsection (d) were determined by any other method of allocation
which does not take into account the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, expenses
or liabilities (or actions or proceedings in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 0000 Xxx) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. In any event, the Subscriber shall not be liable or
required to contribute to Legend in the aggregate for any amount in
excess of the net amount received by the Subscriber from the sale of
its Registrable Securities.
6. Governing Law: This Subscription Agreement shall be binding upon the
parties hereto, their heirs, executors, successors, and legal
representatives. The laws of the State of New York shall govern the rights
of the parties as to this Agreement.
7. [Reserved]
8. Nonassignability: Except as otherwise expressly provided herein, this
Agreement may not be assigned by Subscriber.
9. Entire Agreement: This instrument and the documents referenced herein
contain the entire agreement among the parties with respect to the
acquisition of the shares and the other transactions contemplated hereby,
and there are no representations, covenants or other agreements except as
stated or referred to herein.
10. Amendment: This Agreement may be amended or modified only by a writing
signed by the party or parties to be charged with such amendment or
modification.
11. Binding On Successors: All of the terms, provisions and conditions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, and legal representatives.
12. Titles: The titles of the sections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.
13. Counterparts: This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall be deemed
an original and all of which taken together shall constitute one and the
same document, notwithstanding that all parties are not signatories to the
same counterpart.
14. Severability: The unenforceability or invalidity of any provision of this
Agreement shall not affect the enforceability or validity of the balance of
this Agreement.
15. Disclosure Required Under State Law: The offering and sale of the
Securities is intended to be exempt from registration under the securities
laws of certain states. Subscribers who reside or purchase the Securities
may be required to make additional disclosures by the securities laws of
various states and agrees to provide such additional disclosures as
requested by Legend upon written request.
16. Notices: All notices or other communications hereunder (except payment)
shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail postage
prepaid, or by Express Mail Service or similar courier, addressed as
follows:
If to Subscriber: At the address designated on the signature
page of this Agreement.
With a copy to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Esq.
If to the Company: LEGEND INTERNATIONAL HOLDINGS, INC.
Xxxxx 0
000 Xx Xxxxx Xxxx
Xxxxxxxxx Xxxxxxxx 0000
Xxxxxxxxx
Attn: Xxxxx Xxx
With a copy to:
Xxxxxxxx Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, Esq.
17. Time of the Essence: Time shall be of the essence of this Agreement in all
respects.
18. Facsimile and Counterpart Subscriptions: Legend shall be entitled to rely
on delivery of a facsimile copy of this Agreement executed by the
subscriber, and acceptance by Legend of such executed Agreement shall be
legally effective to create a valid and binding agreement between the
Subscriber and Legend in accordance with the terms hereof. In addition,
this Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same
document.
19. Future Assurances: Each of the parties hereto will from time to time
execute and deliver all such further documents and instruments and do all
acts and things as the other party may, either before or after the Closing,
reasonably require to effectively carry out or better evidence or perfect
the full intent and meaning of this Agreement.
SUBSCRIBER HEREBY DECLARES AND AFFIRMS THAT IT HAS READ THE WITHIN AND FOREGOING
SUBSCRIPTION AGREEMENT, IS FAMILIAR WITH THE CONTENTS THEREOF AND AGREES TO
ABIDE BY THE TERMS AND CONDITIONS THEREIN SET FORTH.
IN WITNESS WHEREOF, Subscriber executed this Agreement this 12th day of
December, 2007.
SUBSCRIBERS:
ATTICUS EUROPEAN FUND, LTD.
By:*
--------------------------------------------------------------
Title:
--------------------------------------------------------------
Number of Shares Purchased: 17,606,901
---------------------------------
* By the foregoing signature, I hereby certify to LEGEND INTERNATIONAL
HOLDINGS, INC. that I am duly empowered and authorized to provide the
foregoing information.
Delivery Instructions
--------------------------------------------------------------------------------
Subscriber Information Registration Information
---------------------- -------------------------
Registration of the certificates
representing the Securities should= be
made exactly as follows (if space= is
insufficient, attach a list):
ATTICUS EUROPEAN FUND, LTD. ATTICUS EUROPEAN FUND, LTD.
c/o Atticus Capital LP
000 Xxxxx Xxxxxx - 00xx Xx.
Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Delivery of Certificates
The certificates representing the Common Stock are to be delivered as follows
(if different from the address(es) set forth above):
c/o Atticus Capital LP
----------------------------------
Street Address: 000 Xxxxx Xxxxxx - 00xx Xx.
----------------------------------
City, State, Postal/Zip Code: Xxx Xxxx, XX 00000
----------------------------------
Contact Name/Phone No.: Xxxxx Xxxxxx / 000-000-0000
--------------------------------------------------------------------------------
GREEN WAY MANAGED ACCOUNT SERIES, LTD.
in respect of its segregated account, Green Way Portfolio D
By:*
--------------------------------------------------------------
Title:
--------------------------------------------------------------
Number of Shares Purchased: 1,143,099
---------------------------------
* By the foregoing signature, I hereby certify to LEGEND INTERNATIONAL
HOLDINGS, INC. that I am duly empowered and authorized to provide the
foregoing information.
Delivery Instructions
--------------------------------------------------------------------------------
Subscriber Information Registration Information
---------------------- ------------------------
Registration of the certificates
representing the Securities should
be made exactly as follows (if
space is insufficient, attach a
list):
GREEN WAY MANAGED GREEN WAY MANAGED ACCOUNT
ACCOUNT SERIES, LTD. SERIES, LTD.
in respect of its segregated account, in respect of its segregated
Green Way Portfolio D account, Green Way Portfolio D
c/o Atticus Capital LP
000 Xxxxx Xxxxxx - 00xx Xx.
Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
Delivery of Certificates
------------------------
The certificates representing the Common Stock are to be delivered as follows
(if different from the address(es) set forth above):
c/o Atticus Capital LP
----------------------------------
Street Address: 000 Xxxxx Xxxxxx - 00xx Xx.
----------------------------------
City, State, Postal/Zip Code: Xxx Xxxx, XX 00000
----------------------------------
Contact Name/Phone No.: Xxxxx Xxxxxx / 000-000-0000
--------------------------------------------------------------------------------
This Subscription Agreement is hereby accepted by the Company this 12th day of
December, 2007
LEGEND INTERNATIONAL HOLDINGS, INC.
By: /s/ XX Xxxxxxx
----------------------------------
Title: President & CEO
--------------------------------
Schedule 1
Wire Instructions for Xxxxxxxx Xxxxx LLP
Sterling National Bank
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
For the account of Xxxxxxxx Xxxxx LLP
ABA # 000000000
Account # 00000000-01
