Exhibit 10.3
FORM OF REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of ___________,
2007, is made by and between REGAL ROCK, INC., a Nevada corporation (the
"Company"), and [SUBSCRIBER TO BE IDENTIFIED] (the "Subscriber").
W I T N E S S E T H:
WHEREAS, the Company and the Subscriber have entered into a certain
Private Placement Subscription Agreement (the "Subscription Agreement"), as of
even date, pursuant to which the Company has agreed to issue to the Subscriber,
and the Subscriber has agreed to purchase from the Company, _______ units (the
"Units") in the capital of the Company, each consisting of one share of the
Company's Common Stock (each, a "Unit Share," and collectively, the "Unit
Shares") and one non-transferable share purchase warrant (each, a "Warrant" and
collectively, the "Warrants") entitling the Subscriber to purchase an
additional share of Common Stock for $1.00 for a period of two years from the
completion of the purchase; and
WHEREAS, upon the terms and subject to the conditions of the Subscription
Agreement, the Company has agreed to issue to the Subscriber an aggregate of
_______ shares of the Company's Common Stock, comprised of _______ Unit Shares,
and _______ shares of Common Stock which are issuable pursuant to exercise of
the Warrants (the "Warrant Shares" and together with the Unit Shares, the
"Subscribed Shares"); and
WHEREAS, to induce the Subscriber to execute and deliver the Subscription
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "Securities
Act"), and applicable state securities laws with respect to the Subscribed
Shares.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Subscriber
hereby agree as follows:
1. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have the
following meaning:
(i) "Business Day" means any day that is not a Saturday, Sunday,
or legal holiday in the State of New York when commercial banking institutions
are required to be closed.
(ii) "Commission" means the United States Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act.
(iii) "Common Stock" means the common stock, par value $0.001 per
share, of the Company.
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(iv) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, or any similar successor
statute.
(v) "Potential Material Event" means any of the following: (a)
possession by the Company of material information not ripe for disclosure in a
Registration Statement, which shall be evidenced by determinations in good
faith by the Board of Directors of the Company that disclosure of such
information in the Registration Statement would be detrimental to the business
and affairs of the Company, or (b) any material engagement or activity by the
Company which would, in the good faith determination of the Board of Directors
of the Company, be adversely affected by disclosure in a Registration Statement
at such time, which determination shall be accompanied by a good faith
determination by the Board of Directors of the Company that the Registration
Statement would be materially misleading absent the inclusion of such
information.
(vi) "Register", "registered" and "registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering securities on a
delayed or continuous basis ("Rule 415"), and the declaration or ordering of
effectiveness of such Registration Statement by the Commission.
(vii) "Registrable Securities" means the Subscribed Shares.
(viii)"Registration Statement" means a registration statement of the
Company under the Securities Act.
(ix) "Subscription Date" means the date of this Agreement.
(x) "Subscriber" has the meaning set forth in the preamble to this
Agreement.
(b) Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Subscription Agreement.
2. MANDATORY REGISTRATION. The Company shall prepare, and as soon as
practicable, but not later than sixty (60) Business Days after the
Subscription Date ("Filing Date"), file with the Commission a Registration
Statement on Form SB-2 ("Registration Statement"), or if such form is
unavailable for such registration, on such other form as is available for
such a registration, covering the resale of the number of Registrable
Securities, and to use its best efforts to cause the Registration Statement
relating to the Registrable Securities to become effective one hundred
eighty (180) calendar days after the Subscription Date ("Effective Date").
3. OBLIGATION OF THE XXXXXXX.Xx connection with the registration of the
Registrable Securities, the Company shall do each of the following:
(a) Prepare promptly, and file with the Commission not later than sixty
(60) Business Days of the Subscription Date, a Registration Statement with
respect to not less than the number of Registrable Securities provided in
Section 2 above, and, thereafter, use all reasonable diligent efforts
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to cause the Registration Statement relating to the Registrable Securities to
become effective one hundred eighty (180) days after the Subscription Date, and
keep the Registration Statement effective at all times until the earliest of(i)
the date when the Subscriber may sell all Registrable Securities under Rule 144
without volume limitations, or (ii) the date the Subscriber no longer owns any
of the Registrable Securities (collectively, the "Registration Period"), which
Registration Statement (including any amendments or supplements, thereto and
prospectuses contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(b) Prepare and file with the Commission such amendments (including
post-effective amendments) and supplement to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and during the Registration Period, and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until the expiration of the Registration Period;
(c) Notify Subscriber and Subscriber's legal counsel identified to the
Company ("Subscriber's Counsel") (and, in the case of (i)(A) below, not less
than one (1) Business Day prior to such filing) and (if requested by any such
person) confirm such notice in writing no later than three (3) Business Days
following the day (i): (A) when a prospectus or any prospectus supplement or
post-effective amendment to the Registration Statement is proposed to be filed;
(B) whenever the Commission notifies the Company whether there will be a
"review" of such Registration Statement; (C)whenever the Company receives (or a
representative of the Company receives on its behalf) any oral or written
comments from the Commission in respect of a Registration Statement (copies or,
in the case of oral comments, written or oral summaries of such comments shall
be promptly furnished by the Company to Subscriber's Counsel); and (D) with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to the
Registration Statement or the prospectus or for additional information; (iii)of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement covering any or all of the Registrable Securities
or the initiation of any proceedings for that purpose; (iv)if at any time any
of the representations or warranties of the Company contained in any
agreement (including the Subscription Agreement) contemplated hereby ceases to
be true and correct in all material respects; (v) of the receipt by the
Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening
of any proceeding for such purpose; and (vi) of the occurrence of any
event that to the knowledge of the Company makes any statement made in the
Registration Statement or the prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to the Registration Statement, the
prospectus or other documents so that, in the case of the Registration
Statement or the prospectus, as the case may be, it will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. In
addition, the Company shall furnish Subscriber's Counsel with copies of all
intended written
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responses to the comments contemplated in clause (C) of this Section not later
than one (1) Business Day in advance of the filing of such responses with the
Commission so that Subscriber shall have the opportunity to comment thereon.
(d) Furnish to Subscriber, (i) promptly after the same is prepared and
publicly distributed, filed with the Commission, or received by the Company,
one (1) copy of the Registration Statement, each preliminary prospectus
and the prospectus, and each amendment or supplement thereto, and (ii) such
number of copies of a prospectus, including a preliminary prospectus, and
all amendments and supplements thereto and such other documents, as the
Subscriber may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by the Subscriber;
(e) Use all reasonably diligent efforts to (i) register and/or qualify
the Registrable Securities covered by the Registration Statement under such
other securities or blue sky laws of such jurisdictions as the Subscriber may
reasonably request and in which significant volumes of shares of the Company's
common stock are traded, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof at all times during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualification in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions: provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (A) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (B) subject itself
to general taxation in any such jurisdiction, (C) file a general consent to
service of process in any such jurisdiction, (D) provide any undertakings that
cause more than nominal expense or burden to the Company or (E) make any change
in its charter or by-laws or any then existing contracts, which in each case
the Board of Directors of the Company determines to be contrary to the
best interests of the Company and its stockholders;
(f) As promptly as practicable after becoming aware of such event,
notify the Subscriber of the happening of any event of which the Company has
knowledge, as a result of which the prospectus included in the Registration
Statement, as then in effect, includes any 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, in the light of the circumstances under which they
were made, not misleading ("Registration Default"), and use all diligent
efforts to promptly prepare a supplement or amendment to the Registration
Statement or other appropriate filing with the Commission to correct such
untrue statement or omission, and any other necessary steps to cure the
Registration Default, and deliver a number of copies of such supplement or
amendment to the Subscriber as the Subscriber may reasonably request.
(g) 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 Commission of any notice of
effectiveness or any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time;
(h) Notwithstanding the foregoing, if at any time or from time to time
after the date of effectiveness of the Registration Statement, the Company
notifies Subscriber in writing of the existence ofa Potential Material Event
("Blackout Notice"), Subscriber shall not offer or sell any Registrable
Securities, or engage in any other transaction involving or relating to the
Registrable Securities, from the time of the giving of notice with respect to a
Potential Material Event until Subscriber receives written notice from the
Company that such Potential Material Event either has been disclosed to the
public or no longer constitutes a Potential Material Event; provided, however,
that the Company may not so suspend the right to such holders of Registrable
Securities for more than two ten (10) day periods in the aggregate during any
12-month period ("Blackout Period") with at least a ten (10) Business Day
interval between such periods, during the periods the Registration Statement is
required to be in effect.
(i) Use its commercially reasonable efforts to secure and maintain
Financial Institutions Regulatory Authority ("FINRA") authorization and
quotation for such Registrable Securities on the over-the-counter bulletin
board and, without limiting the generality of the foregoing, to arrange for
at least two market makers to register with the FINRA as such with respect
to such Registrable Securities, and ultimately to cause all the Registrable
Securities covered by the Registration Statement to be listed on a
national securities exchange (including the NASDAQ Capital Market) and on each
additional national securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of
such exchange; and
(j) Provide a transfer agent for the Registrable Securities not later
than the Subscription Date of the Registration Statement.
4. OBLIGATIONS OF THE SUBSCRIBER. In connection with the registration
of the Registrable Securities, the Subscriber shall have the following
obligations:
(a) It shall be a condition precedent to the obligations of the Company
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of the Subscriber that the Subscriber shall timely
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to
effect the registration of such Registrable Securities and shall timely
execute such documents in connection with such registration as the Company
may reasonably request.
(b) The Subscriber by such Subscriber's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder; and
(c) The Subscriber agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f),
3(g) or 3(h) above, the Subscriber will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the Subscriber receives the copies of the
supplemented or
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amended prospectus contemplated by Section 3(f), 3(g) or 3(h) and, if so
directed by the Company, the Subscriber shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in the Subscriber's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.
5. EXPENSES OF REGISTRATION.
(a) All reasonable expenses incurred in connection with Registrations,
filings or qualifications pursuant to Section 3, including, without limitation,
all Registration, listing, and qualifications fees (including all expenses of
complying with the Financial Industry Regulatory Authority, Inc. ("FINRA")),
fees and expenses of complying with securities and blue sky laws, printers and
accounting fees, and the fees and disbursements of counsel for the Company,
shall be borne by the Company. A fee for a single counsel for Subscriber for
the initial Registration Statement and for each additional Registration
Statement covering the Registrable Securities shall be borne by the Company.
6. INDEMNIFICATION. After Registrable Securities are included in a
Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless, each Subscriber, the directors, if any, of such Subscriber, the
officers, if any, of such Subscriber, each person, if any, who controls the
Subscriber within the meaning of the Securities Act or the Exchange Act (each,
an "Indemnified Person"), against any losses, claims, damages, liabilities or
expenses (joint or several) incurred (collectively, "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective amendment
thereof or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus if used prior
to the Subscription Date of such Registration Statement, or contained
in the final prospectus (as amended or supplemente, if the Company files any
amendment thereof or supplement thereto with the Commission) or the omission
or alleged omission to state therein any material fact necessary to make the
statements made therein, in the light of the circumstances under which the
statements therein were made, not misleading or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation under the Securities Act, the
Exchange Act or any state securities law (the matters in the foregoing clauses
(i) through (iii) being collectively referred to as "Violations").
The Company shall reimburse the Subscriber, promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a) shall not
(i) apply to any Claims arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of any Indemnified Person
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expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto, if such
prospectus was timely made available by the Company pursuant to Section 3(b)
hereof; (ii) with respect to any preliminary prospectus, inure to the benefit
of any such person from whom the person asserting any such Claim purchased
the Registrable Securities that are the subject thereof (or to the benefit
of any person controlling such person) if the untrue statement or omission of
material fact contained in the preliminary prospectus was corrected in the
prospectus, as then amended or supplemented, if such prospectus was timely
made available by the Company pursuant to Section 3(b) hereof; (iii) be
available to the extent such Claim is based on a failure of the Subscriber
to deliver or cause to be delivered the prospectus made available by the
Company; or (iv) apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. The Subscriber will
indemnify the Company, its officers, directors and agents (including legal
counsel) against any claims arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished in
writing to the Company, by or on behalf of such Subscriber, expressly
for use in connection with the preparation of the Registration Statement,
subject to such limitations and conditions set forth in the previous sentence.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person or Indemnified
Party.
(b) Promptly after receipt by an Indemnified Person under this Section 6
of notice of the commencement of any action (including any governmental
action), such Indemnified Person shall, if a Claim in respect thereof is to
be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person,
as the case may be; provided, however, that an Indemnified Person 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 opinion of
counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person and any other party represented by such counsel in such
proceeding. In such event, the Company shall pay for only one separate legal
counsel for the Subscriber selected by the Subscriber. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified Person under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend
such action. The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.
7. XXXXXXXXXXXX.Xx 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 6 to the fullest extent permitted
by law; provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in
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Section 6; (b) 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 (c) contribution
by any seller of Registrable Securities shall be limited in amount to the net
amount of proceeds received by such seller from the sale of such Registrable
Securities.
8. REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Subscriber the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may at any time permit
the Subscriber to sell securities of the Company to the public without
registration ("Rule 144"), the Company agrees to use its reasonable best
efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Exchange Act;
(c) furnish to the Subscriber so long as the Subscriber owns Registrable
Securities, promptly 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
solely if unavailable by XXXXX, and (iii) such other information as may be
reasonably requested to permit the Subscribers to sell such securities pursuant
to Rule 144 without registration; and
(d) at the request of any Subscriber of Registrable Securities, give its
transfer agent irrevocable instructions (supported by an opinion of Company
counsel, if required or requested by the transfer agent) to the effect that,
upon the transfer agent's receipt from such Subscriber of:
(i) a certificate (a "Rule 144 Certificate") certifying
(A) that such Subscriber has held the shares of
Registrable Securities which the Subscriber proposes to
sell (the "Securities Being Sold") for a period of not
less than (1) year and (B) as to such other matters as
may be appropriate in accordance with Rule 144 under the
Securities Act, and
(ii) an opinion of counsel acceptable to the Company
(for which purposes it is agreed that the initial
Subscriber's Counsel shall be deemed acceptable if such
opinion is not given by Company Counsel) that, based on
the Rule 144 Certificate, Securities Being Sold may be
sold pursuant to the provisions of Rule 144, even in the
absence of an effective Registration Statement.
The transfer agent is to effect the transfer of the Securities Being Sold
and issue to the buyer(s) or transferee(s) thereof one or more stock
certificates representing the transferred Securities Being Sold without any
restrictive legend and without recording any restrictions on the
transferability
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of such shares on the transfer agent's books and records (except to the extent
any such legend or restriction results from facts other than the identity of
the Subscriber, as the seller or transferor thereof, or the status, including
any relevant legends or restrictions, of the shares of the Securities Being
Sold while held by the Subscriber). If the transfer agent requires any
additional documentation at the time of the transfer, the Company shall deliver
or cause to be delivered all such reasonable additional documentation as may be
necessary to effectuate the issuance of an unlegended certificate.
9. MISCELLANEOUS.
(a) REGISTERED OWNERS. A person or entity is deemed to be a holder of
Registrable Securities whenever such person or entity owns of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more persons or entities with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.
(b) RIGHTS CUMULATIVE; WAIVERS. The rights of each of the parties under
this Agreement are cumulative. The rights of each of the parties hereunder
shall not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or variation of
that or any other such right. Any defective or partial exercise of any of
such rights shall not preclude any other or further exercise of that or any
other such right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any such right.
(c) BENEFIT; SUCCESSORS BOUND. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.
(d) ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied, between them
with respect to this Agreement or the matters described in this Agreement,
except as set forth in this Agreement and in the other documentation relating
to the transactions contemplated by this Agreement. Any such
negotiations, promises, or understandings shall not be used to interpret or
constitute this Agreement.
(e) AMENDMENT. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and Subscriber. Any amendment or waiver effected in accordance
with this Section 9(e) shall be binding upon the Company and any
subsequent transferees.
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(f) SEVERABILITY. Each part of this Agreement is intended to be
severable. In the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the extent
necessary to render it enforceable and as so severed or modified, this Agreement
shall continue in full force and effect.
(g) NOTICES. Notices required or permitted to be given hereunder shall
be in writing and shall be deemed to be sufficiently given and effective: (a)
three days after being placed in the mail if mailed by certified or registered
mail (return receipt requested), or (b) on the day after deposit with an
overnight courier service for next day delivery, or (c) upon receipt, if
delivered personally or by facsimile, or (d) one day after electronically
mailed either in the text of an email message or attached in a commonly
readable format and the sender has received no generated notice that the
email message has not been successfully delivered, in each case addressed to a
party. The addresses for such communications shall be as follows, or such
other address as may be designated in writing hereafter, in the same manner,
by such party:
If to the Company:
Regal Rock, Inc.
0000 X. Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: President
Facsimile: ___________________
Email: _____________________
If to Subscriber:
______________________________
______________________________
Attention: __________________
Facsimile: ___________________
Email: ______________________
(h) GOVERNING LAW. This Agreement shall be governed by the interpreted
in accordance with the laws of the State of New York without reference to its
conflicts of laws rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of New York in
connection with any dispute arising under this Agreement and hereby waives,
to the maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions. Each of the parties hereby waives a trial by
jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter arising out
of or in connection with this Agreement.
(i) CONSENTS. The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of that party.
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(j) FURTHER ASSURANCES. In addition to the instruments and documents to
be made, executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made, executed and
delivered, to the requesting party such other instruments and to take such
other actions as the requesting party may reasonably require to carry out
the terms of this Agreement and the transactions contemplated hereby.
(k) SECTION HEADINGS. The Section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(l) CONSTRUCTION. Unless the context otherwise requires, when used
herein, the singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or no gender
shall be deemed to include the equivalent pronoun of the other or no gender.
(m) EXECUTION IN COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile
transmission or electronic mail transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement. A facsimile
or electronic mail transmission of this signed Agreement shall be legal and
binding on all parties hereto.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
COMPANY:
REGAL ROCK, INC.
By: ______________________________
Name: ______________________________
Title: ______________________________
SUBSCRIBER:
[____________________________]
By: ______________________________
Name: ______________________________
Title: ______________________________
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