EXHIBIT 10.6
LIMITED STANDSTILL AGREEMENT
This AGREEMENT (the "Agreement") is made as of the 27th day of January,
2005, by the signatories hereto (each a "Holder"), in connection with his
ownership of shares of Trend Mining Company, a Delaware corporation (the
"Company").
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which consideration are hereby acknowledged, Holder agrees as
follows:
1. BACKGROUND.
a. Holder is the beneficial owner of the amount of shares of the
Common Stock, $0.01 par value, of the Company ("Common Stock") designated on the
signature page hereto.
x. Xxxxxx acknowledges that the Company has entered into or will enter
into agreements with subscribers to the Company's secured convertible promissory
notes and warrants (the "Subscribers"), for the sale of an aggregate of up to
$1,350,000 of secured convertible promissory notes and warrants to the
Subscribers (the "Offering"). Holder understands that, as a condition to
proceeding with the Offering, the Subscribers have required, and the Company has
agreed to assist the Subscribers in obtaining, an agreement from the Holder to
refrain from selling any securities of the Company from the date of the
Subscription Agreement until the end of the Exclusion Period as defined in
Section 9.1(n) of the Subscription Agreement (the "Restriction Period").
2. SHARE RESTRICTION.
a. Holder hereby agrees that during the Exclusion Period, the Holder
will not sell or otherwise dispose of any shares of Common Stock or any options,
warrants or other rights to purchase shares of Common Stock or any other
security of the Company which Holder owns or has a right to acquire as of the
date hereof, other than in connection with an offer made to all shareholders of
the Company or any merger, consolidation or similar transaction involving the
Company. Holder further agrees that the Company is authorized to and the Company
agrees to place "stop orders" on its books to prevent any transfer of shares of
Common Stock or other securities of the Company held by Holder in violation of
this Agreement.
b. Any subsequent issuance to and/or acquisition of shares or the
right to acquire shares by Holder will be subject to the provisions of this
Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder
may, at any time and from time to time during the Restriction Period, transfer
the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the Holder, provided that any such transfer shall not
involve a disposition for value, (iii) to a partnership which is the general
partner of a partnership of which the Holder is a general partner, provided,
that, in the case of any gift or transfer described in clauses (i), (ii) or
(iii), each donee or transferee agrees in writing to be bound by the terms and
conditions contained herein in the same manner as such terms and conditions
apply to the undersigned. For purposes hereof, "immediate family" means any
relationship by blood, marriage or adoption, not more remote than first cousin.
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and take such action
as may be reasonably requested by the Subscribers to carry out the intent and
purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply.
c. This Agreement contains the entire agreement of the Holder with
respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and such
facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
J.XXXXXXX XXXXXXXX
-----------------------
(Print Name of Holder)
162,500 SHARES
--------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
TREND MINING COMPANY
By:______________________________
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and take such action
as may be reasonably requested by the Subscribers to carry out the intent and
purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply.
c. This Agreement contains the entire agreement of the Holder with
respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and such
facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
XXXXXXX X. XXXXXXXXX
--------------------
(Print Name of Holder)
205,000 SHARES
--------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
TREND MINING COMPANY
By:______________________________
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and take such action
as may be reasonably requested by the Subscribers to carry out the intent and
purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply.
c. This Agreement contains the entire agreement of the Holder with
respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and such
facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
XXXXX X. XXXXXX
---------------
(Print Name of Holder)
115,000 SHARES
--------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
TREND MINING COMPANY
By:______________________________
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and take such action
as may be reasonably requested by the Subscribers to carry out the intent and
purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply.
c. This Agreement contains the entire agreement of the Holder with
respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and such
facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
XXXXXX X. XXXXXX
----------------
(Print Name of Holder)
550,000 SHARES
--------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
TREND MINING COMPANY
By:______________________________
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and take such action
as may be reasonably requested by the Subscribers to carry out the intent and
purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply.
c. This Agreement contains the entire agreement of the Holder with
respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and such
facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
XXXX X. XXXX
------------
(Print Name of Holder)
1,087,000 SHARES
----------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
TREND MINING COMPANY
By:______________________________
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of this
Agreement Holder will execute such additional instruments and take such action
as may be reasonably requested by the Subscribers to carry out the intent and
purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply.
c. This Agreement contains the entire agreement of the Holder with
respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and such
facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
XXXXXXX X. XX
-------------
(Print Name of Holder)
115,000 SHARES
--------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
TREND MINING COMPANY
By:______________________________
