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EXHIBIT 99.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of September 1_, 1998, among Optima Petroleum Corporation, a
Delaware corporation whose name has been changed to PetroQuest Energy, Inc.
("Optima"), and each person listed on the signature pages of this Agreement
under the caption "Stockholders" (each a "Stockholder" and, collectively, the
"Stockholders").
WHEREAS, pursuant to a Plan and Agreement of Merger dated February 11,
1998 and entered into with Optima (collectively, the "Acquisition Agreements"),
each of the Stockholders has received on the date hereof shares of common stock,
par value $.001 per share, of Optima ("Common Stock") and contingent stock issue
rights to receive additional shares of Common Stock on the occurrence of certain
events ("Contingent Shares"), and among other things, Optima will change its
name to PetroQuest Energy, Inc.; and
WHEREAS, in order to induce the Stockholders to enter into their
respective Acquisition Agreements, Optima has agreed to provide registration
rights on the terms set forth in this Agreement for the benefit of the
Stockholders.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Definitions. The following capitalized terms shall have the meanings
assigned to them in this Section 1 or in the parts of this Agreement referred to
below:
Commission: the Securities and Exchange Commission, and any successor
thereto.
Exchange Act: the Securities Exchange Act of 1934, as amended, and any
successor thereto, and the rules and regulations thereunder.
Exempt Offering: as defined in Section 2.
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Registrable Common: shares of Common Stock that were issued to the
Stockholders pursuant to the Acquisition Agreement, the Contingent Shares and
any additional shares of Common Stock issued or distributed in respect of any
other shares of Registrable Common by way of a stock dividend or distribution or
stock split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise. For purposes of this
Agreement, shares of Registrable Common will cease to be Registrable Common when
and to the extent that (i) a registration statement covering such shares has
been declared effective under the Securities Act and such shares have been
disposed of pursuant to such effective registration statement, (ii) such shares
are sold pursuant to Rule 144 or become saleable under Rule 144(k), or (iii)
such shares have been otherwise transferred to a person or entity that is not a
Stockholder, other than pursuant to Section 10.
Registration Notice: as defined in Section 2.
Rule 144: Securities Act Rule 144 (or any similar or successor
provision under the Securities Act).
Securities Act: the Securities Act of 1933, as amended, and any
successor thereto, and the rules and regulations thereunder.
Selling Stockholder: as defined in Section 11.
2. Piggyback Registration Rights. At any time when Optima proposes to
register any Common Stock under the Securities Act for its own account or for
the account of a stockholder of Optima other than a registration relating to the
offering or issuance of shares in connection with (i) employee compensation or
benefit plans or (ii) one or more acquisition transactions under a Registration
Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to
Form S-4 or Form S-1) (any such offering or issuance being an "Exempt
Offering"), Optima will give each Stockholder written notice of its intent to do
so (a "Registration Notice") at least 20 days prior to the filing of the related
registration statement with the Commission. Such notice shall specify the
approximate date on which Optima proposes to file such registration statement
and shall contain a statement that the Stockholders are entitled to participate
in such offering and shall set forth the number of shares of Registrable Common
that represents the best estimate of the lead managing underwriter (or if not
known, Optima) that will be available for sale by the holders of Registrable
Common in the proposed offering. If Optima shall have delivered a Registration
Notice, each Stockholder shall be entitled to participate on the same terms and
conditions as Optima in the public offering to which the Registration Notice
relates and to offer and sell shares of Registrable Common therein only to the
extent provided in this Section 2. Each Stockholder desiring to participate in
such offering shall notify Optima no later than ten days following receipt of
the Registration Notice of the aggregate number of shares of Registrable Common
that such Stockholder then desires to sell in the public offering. Each
Stockholder desiring to participate in the public offering may include shares of
Registrable Common in the registration statement relating to such offering, to
the extent that the inclusion of such shares shall not reduce the number of
shares of Common Stock to be offered and sold by Optima to be included therein.
If the lead managing underwriter selected by
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Optima for a public offering determines that marketing factors require a
limitation on the number of shares of Registrable Common to be offered and sold
in such offering, there shall be included in the offering only that number of
shares of Registrable Common, if any, requested to be included in the offering
that such lead managing underwriter reasonably and in good faith believes will
not jeopardize the success of the offering, provided, however, that if the lead
managing underwriter determines that marketing factors require a limitation on
the number of shares of Registrable Common to be offered and sold as aforesaid
and so notifies Optima and any requesting Stockholder in writing, the number of
shares of Registrable Common to be offered and sold by holders desiring to
participate in the offering, shall be allocated among such holders on a pro rata
basis based on their holdings of Registrable Common.
3. Registration Procedures. In connection with registrations under
Section 2, and subject to the terms and conditions contained therein, Optima
shall:
(a) use its best efforts to prepare and file with the
Commission as soon as reasonably practicable, a registration statement
with respect to the Registrable Common and use its best efforts to
cause such registration to promptly become effective;
(b) prepare and file with the Commission such amendments
(including post-effective amendments) to such registration statement
and supplements to the related prospectus to reflect appropriately the
plan of distribution of the securities registered thereunder until the
completion of the distribution contemplated by such registration
statement or for so long thereafter as a dealer is required by law to
deliver a prospectus in connection with the offer and sale of the
shares of Registrable Common covered by such registration statement
and/or as shall be necessary so that neither such registration
statement nor the related prospectus shall 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 not
misleading and so that such registration statement and the related
prospectus will otherwise comply with applicable legal requirements;
(c) provide to any Stockholder requesting to include shares of
Registrable Common in such registration statement and a single counsel
for all holders of Registrable Common requesting to include shares of
Registrable Common in such registration statement, which counsel shall
be selected by the holders of a majority of shares of Registrable
Common requested to be included in such registration statement and
shall be reasonably satisfactory to Optima, an opportunity to review
and provide comments with respect to such registration statement (and
any post-effective amendment thereto) prior to such registration
statement (or post-effective amendment) becoming effective;
(d) use its best efforts to register and qualify the
Registrable Common covered by such registration statement under
applicable securities or "Blue Sky" laws of such jurisdictions as the
holders shall reasonably request for the distribution of the
Registrable Common;
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(e) take such other actions as are reasonable and necessary to
comply with the requirements of the Securities Act;
(f) furnish such number of prospectuses (including preliminary
prospectuses) and documents incident thereto as a Stockholder from time
to time may reasonably request;
(g) provide to any Stockholder requesting to include
Registrable Common in such registration statement and any managing
underwriter participating in any distribution thereof, and to any
attorney, accountant or other agent retained by such Stockholder or
managing underwriter, reasonable access to appropriate officers and
directors of Optima to ask questions and to obtain information
reasonably requested by any such Stockholder, managing underwriter,
attorney, accountant or other agent in connection with such
registration statement or any amendment thereto; provided, however,
that (i) in connection with any such access or request, any such
requesting persons shall cooperate to the extent reasonably practicable
to minimize any disruption to the operation by Optima of its business
and (ii) any records, information or documents shall be kept
confidential by such requesting persons, unless (A) such records,
information or documents are in the public domain or otherwise publicly
available or (B) disclosure of such records, information or documents
is required by court or administrative order or by applicable law
(including, without limitation, the Securities Act);
(h) notify each Stockholder and the managing underwriters
participating in the distribution pursuant to such registration
statement promptly (i) when Optima is informed that such registration
statement or any post-effective amendment to such registration
statement becomes effective, (ii) of any request by the Commission for
an amendment or any supplement to such registration statement or any
related prospectus, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of such registration statement or of
any order preventing or suspending the use of any related prospectus or
the initiation or threat of any proceeding for that purpose, (iv) of
the suspension of the qualification of any shares of Registrable Common
included in such registration statement for sale in any jurisdiction or
the initiation or threat of a proceeding for that purpose, (v) of any
determination by Optima that any event has occurred which makes untrue
any statement of a material fact made in such registration statement or
any related prospectus or which requires the making of a change in such
registration statement or any, related prospectus in order that the
same will 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 not misleading, and (vi) of the completion
of the distribution contemplated by such registration statement if it
relates to an offering by Optima;
(i) in the event of the issuance of any stop order suspending
the effectiveness of such registration statement or of any order
suspending or preventing the use of any related prospectus or
suspending the qualification of any shares of Registrable Common
included in such registration statement for sale in any jurisdiction,
use its best efforts to obtain its withdrawal;
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(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable, but not
later than fifteen months after the effective date of such registration
statement, an earnings statement covering the period of at least twelve
months beginning with the first full fiscal quarter after the effective
date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11 (a) of the Securities Act;
(k) use reasonable diligence to cause all shares of
Registrable Common included in such registration statement to be listed
on any securities exchange (including, for this purpose, the Nasdaq
Small-Cap Market) on which the Common Stock is then listed at the
initiation of Optima;
(l) use reasonable diligence to obtain an opinion from legal
counsel (which may include the General Counsel of Optima) in customary
form and covering such matters of the type customarily covered by
opinions as the underwriters, if any, may reasonably request;
(m) provide a transfer agent and registrar for all such
Registrable Common not later than the effective date of such
registration statement;
(n) enter into such customary agreement (including an
underwriting agreement in customary form) as the underwriters, if any,
may reasonably request in order to expedite or facilitate the
disposition of such shares of Registrable Common; and
(o) use reasonable diligence to obtain a "comfort letter" from
Optima's independent public accountants in customary form and covering
such matters of the type customarily covered by comfort letters as the
underwriters, if any, may reasonably request. As used in this Section 3
and elsewhere herein, the term "underwriters" does not include any
Stockholder.
4. Underwriting Agreement. In connection with each registration
pursuant to Section 2 covering an underwritten registered public offering,
Optima and each participating Stockholder agree to enter into a written
agreement with the managing underwriter in such form and containing such
provisions as are customary in the securities business for such an arrangement
between such underwriter and companies of Optima's size and investment stature,
including provisions for indemnification by Optima and each Selling Stockholder
as more fully described in Section 11.
5. Availability of Rule 144. Notwithstanding anything contained herein
to the contrary, (including Section 2), Optima shall not be obligated to
register shares of Registrable Common or maintain effectiveness of any
registration statement covering Registrable Common held by any Stockholder when
the resale provisions of Rule 144(k) are available to such Stockholder or such
Stockholder is otherwise entitled to sell the shares of Registrable Common held
by him or her in a brokerage transaction without registration under the
Securities Act and without limitation as to volume or manner of sale or both.
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6. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
shares of Registrable Common held by the Stockholders to the public without
registration, Optima agrees to:
(a) make and keep public information available (as those terms
are understood and defined in Rule 144) at all times from and after 90
days following the effective date of the registration statement;
(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of Optima under
the Securities Act and the Exchange Act at any time that it is subject
to such reporting requirements;
(c) so long as a Stockholder owns any shares of Registrable
Common, furnish to the Stockholder forthwith upon request a written
statement by Optima as to its compliance with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act (at
any time that it is subject to such reporting requirements), a copy of
the most recent annual or quarterly report of Optima, and such other
reports and documents filed in accordance with such reporting
requirements as a Stockholder may reasonably request in availing itself
of any rule or regulation of the Commission allowing a Stockholder to
sell any such securities without registration; and
(d) if required by the transfer agent and registrar for the
Common Stock, use reasonable diligence to obtain an opinion from legal
counsel (which may include the General Counsel of Optima) addressed to
such transfer agent and registrar, with respect to any sale of shares
of Registerable Common pursuant to Rule 144 (or, at the option of
Optima, pay the reasonable fees and expenses of legal counsel retained
by a Stockholder to provide such an opinion).
7. Market Standoff. In consideration of the granting to Stockholders of
the registration rights pursuant to this Agreement, each Stockholder agrees
that, for so long as such Stockholder holds shares of Registrable Common which
are not part of a registration as permitted by Section 2, such Stockholder will
not sell, transfer or otherwise dispose of, including without limitation through
put or short sale arrangements, such shares of Registrable Common in the 30 days
prior to the effectiveness of any registration (other than relating to an Exempt
Offering) of Common Stock for sale to the public and for up to 90 days following
the effectiveness of such registration.
8. Registration Expenses. All expenses incurred in connection with any
registration, qualification and compliance under this Agreement (including,
without limitation, all registration, filing, qualification, legal, printing and
accounting fees, and including all reasonable fees of one counsel acting on
behalf of all holders of the securities being registered in such registration)
shall be borne by Optima. All underwriting commissions and discounts applicable
to shares of Registrable Common included in the registrations under this
Agreement shall be borne by the holders of the securities so registered pro rata
on the basis of the number of shares so registered. Subject to the foregoing,
all expenses incident to Optima's performance of or compliance with this
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Agreement, including, without limitation, all filing fees, fees and expenses of
compliance with securities or Blue Sky laws (including, without limitation, fees
and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Common), printing expenses, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
Optima's officers and employees performing legal or accounting duties), the fees
and expenses applicable to shares of Registrable Common included in connection
with the listing of the securities to be registered on each securities exchange
(including, for this purpose, the Nasdaq Small-Cap Market) on which similar
securities issued by Optima are then listed at the initiation of Optima,
registrar and transfer agents' fees and fees and disbursements of counsel for
Optima and its independent certified public accountants, Securities Act
liability insurance of Optima and its officers and directors (if Optima elects
to obtain such insurance), the fees and expenses of any special experts retained
by Optima in connection with such registration and fees and expenses of other
persons retained by Optima and incurred in connection with each registration
hereunder (but not including, without limitation, any underwriting fees,
discounts or commissions attributable to the sale of Registrable Common, and
transfer taxes, if any), will be borne by Optima.
9. Participation in Underwritten Registrations. No holder of
Registrable Common may participate in any underwritten registration hereunder
unless such holder (a) agrees to sell such holder's securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, custody agreement, indemnities, underwriting
agreement and other documents reasonably required under the terms of such
underwriting arrangements.
10. Transfer of Registration Rights; Additional Grants of Registration
Rights. The registration rights provided to the holders of Registrable Common
under Section 2 hereof may not be transferred to any other person or entity,
except to another Stockholder, Xxxxxx X. Xxxxxxxxx or pursuant to the laws of
descent and distribution; provided, however, that such transferees are bound by
and subject to the terms and conditions contained herein. The Company may,
without the prior consent of the Stockholders, extend the registration rights
provided for in this Agreement to additional persons or entities who become
holders of Common Stock subsequent to the date of this Agreement by entering
into one or more addenda to this Agreement with any such stockholders, and, upon
execution of any such addenda, any stockholder that is a party thereto shall
thereafter be a "Stockholder" for purposes of this Agreement and any shares of
Common Stock referred to therein as such shall be shares of "Registrable Common"
for purposes of this Agreement. Nothing herein shall limit the ability of Optima
to grant to any person or entity any registration or similar rights in the
future with respect to Common Stock or other securities of Optima (whether
pursuant to the foregoing provision or otherwise).
11. Indemnification and Contribution.
(a) Indemnification by the Company. To the extent permitted by
law, Optima agrees to indemnify and hold harmless each Stockholder who
sells shares of Registrable Common in a registered offering pursuant to
Section 2 (a "Selling Stockholder"), from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable
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legal expenses) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any
registration statement or prospectus relating to the Registrable Common
or in any amendment or supplement thereto or in any related preliminary
prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages, liabilities or expenses arise
out of, or are based upon, any such untrue statement or omission or
allegation thereof based upon information furnished in writing to
Optima by such Selling Stockholder or on such Selling Stockholder's
behalf expressly for use therein. Notwithstanding the foregoing,
Optima's indemnification obligations with respect to any preliminary
prospectus shall not inure to the benefit of any Selling Stockholder or
underwriter with respect to any loss, claim, damage, liability (or
actions in respect thereof) or expense arising out of or based on any
untrue statement or alleged untrue statement or omission or alleged
omission to state a material fact in such preliminary prospectus, in
any case where (i) a copy of the prospectus used to confirm sales of
shares of Registrable Common was not sent or given to the person
asserting such loss, claim, damage or liability at or prior to the
written confirmation of the sale to such person and (ii) such untrue
statement or alleged untrue statement or omission or alleged omission
was corrected in such prospectus.
(b) Conduct of Indemnification Proceedings. Promptly after
receipt by a Selling Stockholder of notice of any claim or the
commencement of any action or proceeding brought or asserted against
such Selling Stockholder in respect of which indemnity may be sought
from Optima, such Selling Stockholder shall notify Optima in writing of
the claim or the commencement of that action or proceeding; provided,
however, that the failure to so notify Optima shall not relieve Optima
from any liability that it may have to the Selling Stockholder
otherwise than pursuant to the indemnification provisions of this
Agreement. If any such claim or action or proceeding shall be brought
against a Selling Stockholder and such Selling Stockholder shall have
duly notified Optima thereof, Optima shall have the right to assume the
defense thereof, including the employment of counsel. Such Selling
Stockholder shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Selling
Stockholder unless (i) Optima has agreed to pay such fees and expenses
or (ii) the named parties to any such action or proceeding include both
such Selling Stockholder and Optima, and such Selling Stockholder shall
have been advised by counsel that there may be one or more legal
defenses available to such Selling Stockholder which are different from
or additional to those available to Optima, in which case, if such
Selling Stockholder notifies Optima in writing that it elects to employ
separate counsel at the expense of Optima, Optima shall not have the
right to assume the defense of such action or proceeding on behalf of
such Selling Stockholder; it being understood, however, that Optima
shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (together with appropriate local counsel) at
any time for all Selling
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Stockholders. Optima shall not be liable for any settlement of any such
action or proceeding effected without Optima's written consent.
(c) Indemnification by Holders of Registrable Common. In
connection with any registration in which a Selling Stockholder is
participating, such Selling Stockholder will furnish to Optima in
writing such information and affidavits as Optima reasonably requests
for use in connection with any related registration statement or
prospectus. To the extent permitted by law, each Selling Stockholder
agrees to indemnify and hold harmless Optima, its directors and
officers who sign the registration statement relating to shares of
Registrable Common offered by such Selling Stockholder and each person,
if any, who controls Optima within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent
as the foregoing indemnity from Optima to such Selling Stockholder, but
only with respect to information concerning such Selling Stockholder
furnished in writing by such Selling Stockholder or on such Selling
Stockholder's behalf expressly for use in any registration statement or
prospectus relating to shares of Registrable Common offered by such
Selling Stockholder, or any amendment or supplement thereto, or any
related preliminary prospectus. In case any action or proceeding shall
be brought against Optima or its directors or officers, or any such
controlling person, in respect of which indemnity may be sought against
such Selling Stockholder, such Selling Stockholder shall have the
rights and duties given to Optima, and Optima or its directors or
officers or such controlling persons shall have the rights and duties
given to such Selling Stockholder, by the preceding paragraph. Each
Selling Stockholder also agrees to indemnify and hold harmless any
underwriters of the Registrable Common, their partners, officers and
directors and each person who controls such underwriters (within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) on substantially the same basis as that of the
indemnification of Optima provided in this Section 11(c).
Notwithstanding anything to the contrary herein, in no event shall the
amount paid or payable by any Selling Stockholder under this Section
11(c) exceed the amount of proceeds received by such Selling
Stockholder from the offering of the Registrable Common.
(d) Contribution. If the indemnification provided for in this
Section 11 is unavailable to any indemnified party in respect of any
losses, claims, damages, liabilities or expenses referred to herein,
then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the
indemnified parties in connection with the actions that resulted in
such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to
information supplied by such indemnified party or indemnified parties
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action. Optima and the Selling
Stockholders agree that it would not be just and equitable if
contribution
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pursuant to this Section 11(d) were determined by pro rata allocation
or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section 11(d). No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. If
indemnification is available under this Section 11, the indemnifying
parties shall indemnify each indemnified party to the full extent
provided in Sections 11(a) and (c) without regard to the relative fault
of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 11(d).
12. Miscellaneous
(a) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless Optima has obtained the
written consent of holders of at least 51% of the shares of Registrable
Common then outstanding.
(b) Notices. All notices and other communications provided for
or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by telex or telecopy,
or registered or certified mail (return receipt requested), postage
prepaid, or courier to the parties at the following addresses (or at
such other address for any party as shall be specified by like notice),
provided that notices of a change of address shall be effective only
upon receipt thereof. Notices sent by mail shall be effective when
answered back, notices sent by telecopier shall be effective when
receipt is acknowledged, and notices sent by courier guaranteeing next
day delivery shall be effective on the next business day after timely
delivery by the courier. Notices shall be sent to the following
addresses:
(i) if to a Stockholder, at the most current
address given by such Stockholder to Optima in a writing
making specific reference to this Agreement;
(ii) if to Optima, at the following address:
000 X. Xxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
(c) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the heirs, executors, administrators,
successors and assigns of each of the parties.
(d) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts,
each of which when so
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executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
(f) Section References. Unless the context requires otherwise,
references in this Agreement to "Sections" are to Sections of this
Agreement.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT
STATE.
(h) Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein
shall not be in any way impaired thereby, it being intended that all
the rights and privileges of the Stockholders shall be enforceable to
the fullest extent permitted by law.
(i) Entire Agreement; Termination. This Agreement is intended
by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes all prior agreement and
understandings between the parties with respect to such subject matter.
This Agreement, except the provisions of Section 11 (which shall
survive until the expiration of the applicable statutes of limitations)
and this Section 12, shall terminate and be of no further force or
effect on December 31, 2001.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Optima:
OPTIMA PETROLEUM CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Chief Financial Officer
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STOCKHOLDERS:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx, XX
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Xxxxxx X. Xxxxxx, XX
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx, III
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Xxxxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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