EXHIBIT 4.1
OLYMPIC RESOURCES LTD.
REGISTRATION RIGHTS AGREEMENT
SEPTEMBER 9, 2003
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of September 9, 2003
(this "Agreement"), by and among Olympic Resources Ltd., a Wyoming corporation
(the "Company"), Whittier Energy Company, a Nevada corporation ("Whittier"), on
behalf of its stockholders listed on Schedule A attached hereto (the "Former
Whittier Stockholders"), and the Company on behalf of its stockholders listed on
Schedule B attached hereto (the "Principal Stockholders," together with the
Former Whittier Stockholders, being the "Stockholders").
R E C I T A L S
A. The Company, Whittier and WEC Acquisition, Inc., a Wyoming corporation
and wholly owned subsidiary of the Company, are parties to that certain
Agreement dated July 8, 2003 (the "Omnibus Agreement"), wherein the Company and
Whittier (on behalf of its stockholders) agreed to enter into a registration
rights agreement as a condition to the closing of the transaction contemplated
in the Omnibus Agreement (the "Merger");
B. The registration rights agreement, as described in the Omnibus
Agreement, shall provide for the registration of all or a portion of the
Company's common stock, no par value (the "Common Stock") held by each of the
Former Whittier Stockholders and the Principal Stockholders (the "Registrable
Securities") in the event the Company registers shares of its Common Stock under
the Securities Act; and
C. The Company has agreed to provide to the Stockholders the limited
registration rights set forth herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
(a) "Blackout Period" shall mean, with respect to a registration of
Common Stock in a Public Offering, a period not in excess of 90 calendar
days in any calendar year during which the Company, in the good faith
judgment of its Board of Directors, determines (because of the existence
of, or in anticipation of, any acquisition, financing activity, or other
transaction involving the Company, or the unavailability for reasons beyond
the Company's control of any required financial statements, disclosure of
information which is in its best interest not to publicly disclose, or any
other event or condition of similar significance to the Company) that the
registration and distribution of the Registrable Securities to be covered
by such Registration, if any, would be seriously detrimental to the Company
and its stockholders.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder,
all as the same shall be in effect at that time.
(c) "Family Member" shall mean (a) with respect to any individual,
such individual's spouse, any descendants (whether natural or adopted), any
trust all of the beneficial interests of which are owned by any of such
individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity
interests of which are owned by those above described individuals, trusts
or organizations and (b) with respect to any trust, the owners of the
beneficial interests of such trust.
(d) "Form S-3" shall mean such form under the Securities Act as in
effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC, which permits inclusion or incorporation
of substantial information by reference to other documents filed by the
Company with the SEC.
(e) "Public Offering" means the Company's sale of its Common Stock in
a bona fide, firm commitment underwriting for cash pursuant to an effective
registration statement under the Securities Act.
(f) "Piggyback Rights" means those rights provided to the Stockholders
of Registrable Securities pursuant to Section 3.1 of this Agreement.
(g) The terms "register", "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (as defined below), and the declaration
or ordering of the effectiveness of such registration statement.
(h) "Registrable Securities" means (i) the Common Stock to be acquired
by the Former Whittier Stockholders as a result of the Merger, (ii) the
Common Stock held by the Principal Stockholders as of the date hereof, and
(ii) the Common Stock held by the Principal Stockholders as a result of the
lawful exercise of warrants and options held by the Principal Stockholders
as of the date hereof; provided, however, that "Registrable Securities"
shall not include (i) any Common Stock that has been publicly sold or may
be sold immediately without registration under the Securities Act either
pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Common
Stock sold by a person in a transaction pursuant to a registration
statement filed under the Securities Act or (iii) any Common Stock that is
at the time subject to an effective registration statement under the
Securities Act.
(i) "Registration Expenses" shall mean all expenses (excluding
underwriting discounts and selling commissions) incurred in connection with
a registration under Sections 3, 4 and 5 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, and blue sky fees and expenses
and up to $25,000 of the fees and disbursements for one outside counsel for
the Initiating Stockholders requesting registration.
(j) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder,
all as the same shall be in effect at the time.
(k) "SEC" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
2. Term. This Agreement shall continue in full force and effect for a
period of four (4) years from the Effective Date.
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3. Registration.
(a) Piggyback Registration. If the Company shall determine to register
for sale for cash any of its Common Stock, for its own account or for the
account of others (other than the Stockholders), other than (i) a
registration relating solely to employee benefit plans or securities issued
or issuable to employees, consultants (to the extent the securities owned
or to be owned by such consultants could be registered on Form S-8) or any
of their Family Members (including a registration on Form S-8) or (ii) a
registration relating solely to a Rule 145 transaction, a registration on
Form S-4 in connection with a merger, acquisition, divestiture,
reorganization or similar event, the Company shall promptly give to the
Stockholders written notice thereof (and in no event shall such notice be
given less than 30 calendar days prior to the filing of such registration
statement), and shall include in such registration (and any related
qualification under blue sky laws or other compliance) (a "Piggyback
Registration"), all of the Registrable Securities specified in a written
request or requests, made within 20 calendar days after receipt of such
written notice from the Company, by any Stockholder or Stockholders.
However, the Company may, without the consent of the Stockholders, withdraw
such registration statement prior to its becoming effective if the Company,
in good faith, has elected to abandon its proposal to register the
securities proposed to be registered thereby.
(b) Underwriting. If a Piggyback Registration is for a registered
public offering involving an underwriting, the Company shall so advise the
Stockholders in writing or as a part of the written notice given pursuant
to Section 3(a). In such event the right of any Stockholder to registration
pursuant to Section 3(a) shall be conditioned upon such Stockholder's
participation in such underwriting and the inclusion of such Stockholder's
Registrable Securities in the underwriting to the extent provided herein.
All Stockholders proposing to distribute their securities through such
underwriting shall (together with the Company and any other stockholders of
the Company distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company. Notwithstanding
any other provision of this Section 3(b), if the underwriter or the Company
determines that marketing factors require a limitation of the number of
shares to be underwritten, the underwriter may exclude some or all
Registrable Securities from such registration and underwriting. The Company
shall so advise all Stockholders (except those Stockholders who have
indicated to the Company their decision not to distribute any of their
Registrable Securities through such underwriting), and the number of shares
of Registrable Securities that may be included in the registration and
underwriting, if any, shall be allocated first to the Company and then to
all selling stockholders, including the Stockholders, who have requested to
sell in the registration on a pro rata basis according to the number of
shares requested to be included.
(c) No Registrable Securities excluded from the underwriting by reason
of the underwriter's marketing limitation shall be included in such
registration. If any Stockholder disapproves of the terms of any such
underwriting, such person may elect to withdraw therefrom by written notice
to the Company and the underwriter. The Registrable Securities and/or other
securities so withdrawn from such underwriting shall also be withdrawn from
such registration; provided, however, that, if by the withdrawal of such
Registrable Securities a greater number of Registrable Securities held by
other Stockholders may be included in such registration (up to the maximum
of any limitation imposed by the underwriters), then the Company shall
offer to all Stockholders who have included Registrable Securities in the
registration the right to include additional Registrable Securities
pursuant to the terms and limitations set forth herein in the same
proportion used above in determining the underwriter limitation.
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4. Registration Procedures. In the case of each registration, qualification
or compliance effected by the Company pursuant to Section 3 hereof, the Company
will keep each Stockholder reasonably advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense with respect to any registration statement filed
pursuant to Section 3, the Company will use its reasonable best efforts to:
(a) prepare and file with the SEC with respect to such Registrable
Securities, a registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate, and
which form shall be available for the sale of the Registrable Securities in
accordance with the intended method(s) of distribution thereof, and use its
reasonable commercial efforts to cause such registration statement to
become and remain effective at least for a period ending with the first to
occur of (i) the sale of all Registrable Securities covered by the
registration statement, (ii) the availability under Rule 144 for the
Stockholder to immediately, freely resell without restriction all
Registrable Securities covered by the registration statement, and (iii) one
year (in the case of a registration on Form S-1 or Form SB-2; provided,
however, that if the Company files a registration on Form S-1 or Form SB-2
and subsequently becomes eligible to use Form S-3, it may file a
post-effective amendment to such Form S-1 or Form SB-2 on Form S-3 prior to
the end of such one-year period and use its reasonable commercial efforts
to cause such registration statement as amended to become and remain
effective for a total of two years) or two years (in the case of a
registration on Form S-3) after a registration statement filed pursuant to
Section 3(a) is declared effective by the SEC or 90 days after a firm
commitment underwritten Piggyback Registration is declared effective by the
SEC (in either case, the "Effectiveness Period"); provided that no later
than five business days before filing with the SEC a registration statement
or prospectus or any amendments or supplements thereto, including documents
incorporated by reference after the initial filing of any registration
statement, the Company shall (i) furnish to the underwriters, if any, and
to one counsel ("Stockholders' Counsel") selected by the Stockholders of a
majority of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed (excluding any
exhibits other than applicable underwriting documents), in substantially
the form proposed to be filed, which documents shall be subject to the
review of the underwriters and such counsel, and (ii) notify each
Stockholder of Registrable Securities covered by such registration
statement of any stop order issued or threatened by the SEC and take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective during
the Effectiveness Period (but in any event at least until expiration of the
90-day period referred to in Section 4(3) of the Securities Act and Rule
174, or any successor thereto, thereunder, if applicable), and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended method(s) of disposition by the sellers
thereof set forth in such registration statement;
(c) furnish, without charge, to each Stockholder and each underwriter,
if any, of Registrable Securities covered by such registration statement
one (1) signed copy of such registration statement (excluding any exhibits
thereto other than applicable underwriting documents), each amendment and
supplement thereto (including one (1) conformed copy to each Stockholder
and one (1) signed copy to each managing underwriter and in each case
including all exhibits thereto), and such number of copies of the
prospectus included in such registration statement (including each
preliminary prospectus and any other prospectus filed under Rule 424 under
the Securities Act) as such Stockholders may request, in conformity with
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the requirements of the Securities Act, and such other documents as such
Stockholder may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Stockholder, but only during
the Effectiveness Period;
(d) use its best efforts to register or qualify such Registrable
Securities under such other applicable securities or blue sky laws of such
jurisdictions as any Stockholder, and underwriter, if any, of Registrable
Securities covered by such registration statement reasonably requests as
may be necessary for the marketability of the Registrable Securities (such
request to be made by the time the applicable registration statement is
deemed effective by the SEC) and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Stockholder and
each underwriter, if any, to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such Stockholder;
provided that the Company shall not be required to (i) qualify generally to
do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph (d), (ii) subject itself to taxation in any
such jurisdiction, or (iii) consent to general service of process in any
such jurisdiction;
(e) immediately notify the managing underwriter, if any, and each
Stockholder of such Registrable Securities at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of
the happening of any event which comes to the Company's attention if as a
result of such event the prospectus included in such registration statement
contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and the Company shall promptly prepare
and furnish to such Stockholder a supplement or amendment to such
prospectus (or prepare and file appropriate reports under the Exchange Act)
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an 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 not misleading, unless
suspension of the use of such prospectus otherwise is authorized herein or
in the event of a Blackout Period, in which case no supplement or amendment
need be furnished (or Exchange Act filing made) until the termination of
such suspension or Blackout Period; and
(f) comply, and continue to comply during the period that such
registration statement is effective under the Securities Act, in all
material respects with the Securities Act and the Exchange Act and with all
applicable rules and regulations of the SEC with respect to the disposition
of all securities covered by such registration statement, and make
available to its Stockholders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve (12) months, but
not more than eighteen (18) months, beginning with the first full calendar
month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.
Each Stockholder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4(e) hereof or of the commencement of an Blackout Period, such
Stockholder shall discontinue disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such
Stockholder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(e) hereof or notice of the end of the Blackout Period,
and, if so directed by the Company, such Stockholder shall deliver to the
Company (at the Company's expense) all copies (including, without limitation,
any and all drafts), other than permanent file copies, then in such
Stockholder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the period mentioned in Section 4(b) hereof shall be
extended by the greater of (i) ten business days or (ii) the number of days
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during the period from and including the date of the giving of such notice
pursuant to Section 4(e) hereof to and including the date when each Stockholder
of Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 4(e) hereof.
5. Registration Expenses. The Company shall pay all expenses in connection
with any registration, including, without limitation, all registration, filing,
stock exchange and NASD fees, printing expenses, all fees and expenses of
complying with securities or blue sky laws, the fees and disbursements of
counsel for the Company and of its independent accountants, and the reasonable
fees and disbursements of one Stockholders' Counsel; provided that, in any
underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided above in this
Section 5 and Section 8, the Company shall not be responsible for the expenses
of any attorney or other advisor employed by a Stockholder of Registrable
Securities.
6. Assignment of Rights. No Stockholder may assign its rights under this
Agreement to any party without the prior written consent of the Company;
provided, however, that a Stockholder may assign its rights under this Agreement
without such restrictions to a Family Member.
7. Information by Stockholder. The Stockholder or Stockholders of
Registrable Securities included in any registration shall furnish to the Company
such information regarding such Stockholder or Stockholders and the distribution
proposed by such Stockholder or Stockholders as the Company may request in
writing.
8. Indemnification.
(a) In the event of the offer and sale of Registrable Securities held
by Stockholders under the Securities Act, the Company shall, and hereby
does, indemnify and hold harmless, to the fullest extent permitted by law,
each Stockholder, its directors, officers, partners, each other person who
participates as an underwriter in the offering or sale of such securities,
and each other Person, if any, who controls or is under common control with
such Stockholder or any such underwriter within the meaning of Section 15
of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Stockholder or any such
director, officer, partner or underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such shares were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances in which they were made
not misleading, and the Company shall reimburse the Stockholder, and each
such director, officer, partner, underwriter and controlling person for any
legal or any other expenses reasonably incurred by them in connection with
investigating, defending or settling any such loss, claim, damage,
liability, action or proceeding; provided that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement in
or omission or alleged omission from such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by or on
behalf of such Stockholder specifically stating that it is for use in the
preparation thereof. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Stockholders,
or any such director, officer, partner, underwriter or controlling person
and shall survive the transfer of such shares by the Stockholder.
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(b) The Company may require as a condition to including any
Registrable Securities to be offered by a Stockholder in any registration
statement filed pursuant to this Agreement, the Company shall have received
an agreement from such Stockholder to be bound by the terms of this Section
8, including an undertaking reasonably satisfactory to it from such
Stockholder, to indemnify and hold the Company, its directors and officers
and each other Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director or
officer or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if
such statement or alleged statement or omission or alleged omission was
made in reliance upon and in conformity with written information about such
Stockholder as a Stockholder of the Company furnished to the Company;
provided, however, that such indemnity agreement found in this Section 8(b)
shall in no event exceed the gross proceeds from the offering received by
such Stockholder. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any
such director, officer or controlling person and shall survive the transfer
by any Stockholder of such shares.
(c) Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in
Section 8(a) or (b) hereof (including any governmental action), such
indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the indemnifying
party of the commencement of such action; provided that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under Section 8(a) or (b) hereof,
except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses
not available to the indemnifying party in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
party and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any legal or other
expenses subsequently incurred by the latter in connection with the defense
thereof, unless in such indemnified party's reasonable judgment a conflict
of interest between such indemnified and indemnifying parties arises in
respect of such claim after the assumption of the defenses thereof or the
indemnifying party fails to defend such claim in a diligent manner, other
than reasonable costs of investigation. Neither an indemnified nor an
indemnifying party shall be liable for any settlement of any action or
proceeding effected without its consent. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement, which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim
or litigation. Notwithstanding anything to the contrary set forth herein,
and without limiting any of the rights set forth above, in any event any
party shall have the right to retain, at its own expense, counsel with
respect to the defense of a claim.
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(d) In the event that an indemnifying party does or is not permitted
to assume the defense of an action pursuant to Section 8(c) or in the case
of the expense reimbursement obligation set forth in Section 8(a), the
indemnification required by Section 8(a) and (b) hereof shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills received or expenses, losses,
damages, or liabilities are incurred.
(e) If the indemnification provided for in this Section 8 is held by a
court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage or expense referred to
herein, the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or
expense as is appropriate to reflect the proportionate relative fault of
the indemnifying party on the one hand and the indemnified party on the
other (determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or omission relates to
information supplied by the indemnifying party or the indemnified party and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission), or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law or provides a lesser sum to the indemnified party than the
amount hereinafter calculated, not only the proportionate relative fault of
the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the
indemnified party on the other, as well as any other relevant equitable
considerations. No indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any indemnifying party who was not guilty of
fraudulent misrepresentation.
(f) Other Indemnification. Indemnification similar to that specified
in the preceding subsections of this Section 8 (with appropriate
modifications) shall be given by the Company and each Stockholder of
Registrable Securities with respect to any required registration or other
qualification of securities under any federal or state law or regulation or
governmental authority other than the Securities Act.
9. Miscellaneous
(a) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
(b) Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, executors and administrators of the parties hereto. In
the event the Company merges with, or is otherwise acquired by, a direct or
indirect subsidiary of a publicly traded company, the Company shall
condition the merger or acquisition on the assumption by such parent
company of the Company's obligations under this Agreement.
(c) Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
(d) Notices, etc. All notices or other communications which are
required or permitted under this Agreement shall be in writing and
sufficient if delivered by hand, by facsimile transmission, by registered
or certified mail, postage pre-paid, or by courier or overnight carrier, to
the persons at the addresses set forth below (or at such other address as
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may be provided hereunder), and shall be deemed to have been delivered as
of the date so delivered:
If to the Company: Olympic Resources Ltd.
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, Xxxxxxxxxx
Attention: President
Telefax: (000) 000-0000
If to the Stockholders: To each Stockholder at the address
set forth on Exhibit A and Exhibit B
with a copy to: Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
Telefax: (000) 000-0000
or at such other address as any party shall have furnished to the other parties
in writing.
(e) Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any Stockholder of any Registrable Securities,
upon any breach or default of the Company under this Agreement, shall
impair any such right, power or remedy of such Stockholder nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereunder occurring;
nor shall any waiver of any single breach or default be deemed a waiver of
any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of
any Stockholder of any breach or default under this Agreement, or any
waiver on the part of any Stockholder of any provisions or conditions of
this Agreement, must be in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any Stockholder, shall
be cumulative and not alternative.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.
(g) Severability. In the case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
(h) Amendments. The provisions of this Agreement may be amended at any
time and from time to time, and particular provisions of this Agreement may
be waived, with and only with an agreement or consent in writing signed by
the Company and by the Stockholders of an 80% majority of the number of
shares of Registrable Securities outstanding as of the date of such
amendment or waiver.
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This Registration Rights Agreement is hereby executed as of the date first
above written.
COMPANY:
OLYMPIC RESOURCES LTD.
By:
-------------------------------------------------
Xxxxx Xxxxxxx, President
FORMER WHITTIER STOCKHOLDERS:
The Stockholders listed on Exhibit A attached hereto
By their Attorney,
WHITTIER ENERGY COMPANY
By:
--------------------------------------------------
Xxxxx X. Xxxxxx, Vice President
PRINCIPAL STOCKHOLDERS:
The Stockholders listed on Exhibit B attached hereto
By their Attorney,
OLYMPIC RESOURCES LTD.
By:
--------------------------------------------------
Xxxxx Xxxxxxx, President
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EXHIBIT A
FORMER WHITTIER STOCKHOLDERS
Olympic
Common
Olympic Olympic Fully
Shareholder Shares % Preferred Common Diluted
----------- ------ - --------- ------ -------
1. Xxxx X. Xxxxxx 1981 Trust 1,980 1.98% 1,980 1,571,985 1,690,785
Xxxx X. Xxxxxx, Co-Trustee
000 Xxxx Xxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
2. Xxxxxx Xxxx 1988 Trust 1,489 1.49% 1,489 1,182,164 1,271,504
Xxxxxx Xxxx, Co-Trustee
601 Belmont Ave. E., Apt. E-7
Xxxxxxx, XX 00000
copy:
Xxxx X. Xxxxxxxx
0000 Xxxxx Xxx Xxx
Xxxxx Xxxxxx Xxxxxxx, XX 00000
3. Xxxx X. Xxxxxx 1972 Trust 240 0.24% 240 190,544 204,944
Xxxx X. Xxxxxx, Trustee
00000 Xxxxxxxxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
4. Xxxxx X. Xxxxxx 1986 Trust 25 0.02% 25 19,716 21,206
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
5. Xxxxx X. Xxxxxx 1977 Trust 1,310 1.31% 1,310 1,040,051 1,118,651
Xxxxx X. Xxxxxx, Trustee
0000 Xxx Xxxxxxxxx
Xxxxx Xxxxxxx, XX 00000
6. Xxxxx X. Xxxxxxxx 1979 Trust as Amended 648 0.65% 648 514,468 553,348
Xxxxx X. Xxxxxxxx, Co-Trustee
0000 Xxxxxxx Xxx Xxxx
Xxxxxxxxxxxxx, XX 00000
7. Xxxxx X. Xxxxxx 1982 Trust 1,235 1.24% 1,235 980,506 1,054,606
Xxxxx X. Xxxxxx, Co-Trustee
0000 Xxxx Xxxxxx Xxxx #X000
Xxxxx Xxxxxxx, XX 00000
8. Xxxxx X. Xxxxxx 1975 Trust 1,533 1.53% 1,533 1,217,097 1,309,077
Xxxxx X. Xxxxxx, Trustee
P. O. Xxx 000
Xxxxxx Xxxxx Xx, XX 00000
A-1
Olympic
Common
Olympic Olympic Fully
Shareholder Shares % Preferred Common Diluted
----------- ------ - --------- ------ -------
9. Xxxxx Xxxxxxxxxxxx XX 1993 Trust 259 0.26% 259 205,893 221,453
Xxxxx Xxxxxxxxxxxx XX, Trustee
0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
10. Xxxxxxxx X. Xxxxxxxx 1999 Trust 1,117 1.12% 1,117 887,020 954,055
Amended & Restated
Xxxxxxxx X. Xxxxxxxx, Co-Trustee
P. O. Xxx 000
Xxxxx, XX 00000
11. Xxxxxxxx Xxxxxxxx 1991 Trust FBO Grey 75 0.07% 75 59,148 63,618
Whittier
Whittier Trust Co. of Nevada, Inc., Trustee
000 X. Xxxxxxx Xx., Xxx. 000
Xxxx, XX 00000-0000
12. Xxxxxxx X. Xxxxx 1993 Trust 259 0.26% 259 205,893 221,453
Xxxxxxx X. Xxxxx, Trustee
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
13. Xxxxx X. Xxxxxxxxxxxx 1993 Trust 259 0.26% 259 205,893 221,453
Xxxxx X. Xxxxxxxxxxxx, Trustee
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
14. Xxxxxxx X. Xxxxxxx Rev 1977 Trust 636 0.64% 636 504,941 543,101
Xxxxxxx X. Xxxxxxx, Trustee
0000 Xxxxxxxxx Xxx.
Xxxxxxxx, XX 00000-0000
15. Xxxxxx X. Xxxxxxxx 1949 Trust 1,489 1.49% 1,489 1,182,164 1,271,504
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxxxxx, XX 00000
16. Xxxxxx X. Xxxxxxxx 1989 Trust 648 0.65% 648 514,468 553,348
Xxxxxx X. Xxxxxxxx, Co-Trustee
P. O. Xxx 000
Xxxxxx Xxxx, XX 00000
17. Xxxxxx Xxxxxxxx 1966 Trust #1 FBO Xxxx X. 298 0.30% 298 236,592 254,472
Xxxxxx
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxxxxx, XX 00000
A-2
Olympic
Common
Olympic Olympic Fully
Shareholder Shares % Preferred Common Diluted
----------- ------ - --------- ------ -------
18. Xxxxxx Xxxxxxxx 1966 Trust #1 FBO Xxxx X. 298 0.30% 298 236,592 254,472
Xxxx X. Xxxxxxxxxx
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxxxxx, XX 00000
19. Xxxxxx Xxxxxxxx 1980 Trust FBO Xxxx X. 149 0.15% 149 118,296 127,236
Whittier
Whittier Trust Co. of Nevada, Inc.,
Co-Trustee
000 X. Xxxxxxx Xx., Xxx. 000
Xxxx, XX 00000-0000
20. Xxxxx Xxxxxxx Coffin 1996 (1978) Trust 636 0.64% 636 504,941 543,101
Xxxxx Xxxxxxx Xxxxxx, Co-Trustee
000 Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
21. Xxxxx X. Xxxxxx 1981 Trust 1,607 1.61% 1,607 1,275,848 1,372,268
Xxxxx X. Xxxxxx, Co-Trustee
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
22. Fort Whittier Limited Partnership 4,940 4.94% 4,940 3,922,022 4,218,422
c/o Xxxxx Xxxxxxxx
P. O. Xxx 000
Xxxx Xxxxxx, XX 00000
23. Xxxx X. Xxxxxxxx-Xxxxxxxx 1991 Rev Trust 648 0.65% 648 514,468 553,348
Xxxx X. Xxxxxxxx-Xxxxxxxx,Co-Trustee
0 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
24. Xxxxx X. Xxxxxxxx 1966 Trust FBO Xxxxxx X. 5,449 5.45% 5,449 4,326,133 4,653,073
Xxxxxxxxx
Xxxxxxxx Trust Company, Trustee
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxxxxx, XX 00000
25. Xxxxxxx X. Xxxxxxxx 1989 Trust 25 0.02% 25 19,716 21,206
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
26. Xxxx X. Xxxxxx Rev. 1981 Trust 636 0.64% 636 504,941 543,101
Xxxx X. Xxxxxx, Trustee
Xxx Xxxxx Xxxxx
Xxxxxxx Xx. Xxxxxx, Xxxxxxxxx
Xxxxxxxxx XX0 0XX
A-3
Olympic
Common
Olympic Olympic Fully
Shareholder Shares % Preferred Common Diluted
----------- ------ - --------- ------ -------
copy:
Xxxxxx Xxxxxx
Xxxxxx Capital Management
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
27. Xxxxxx X. Xxxxxxx Trust Dtd. 02/08/01 1,800 1.80% 1,800 1,429,077 1,537,077
Xxxxxx X. Xxxxxxx, Trustee
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
28. Xxxxxx X. Xxxxxxx 1966 Trust #2 1,489 1.49% 1,489 1,182,164 1,271,504
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxxxxx, XX 00000
29. Xxxxxxxxx X. Xxxxxxx 1991 Trust 636 0.64% 636 504,941 543,101
Xxxxxxxxx X. Xxxxxxx, Trustee
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
30. Xxxxxxxx X. Xxxxxxxx 2000 Trust (1977) 1,489 1.49% 1,489 1,182,363 1,271,718
Xxxxxxxx X. Xxxxxxxx, Trustee
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
31. Xxxxxx X. Xxxxxxxx 1966 Trust 1,489 1.49% 1,489 1,182,164 1,271,504
Capital Guardian Trust Co., Trustee
c/o Xxxxx Xxxxxx
00 Xxxx Xxxxxxx Xx., Xxx. 000
Xxxx, XX 00000
copy:
Xxxx Xxxxxxxx, Sr., Esq.
Xxxxxxxx Xxxxxxx Xxxxx
P. O. Xxx 0000
Xxxxxxxx, XX 00000-0000
32. Xxxxxx X. Xxxxxxxx 1981 Trust 4,940 4.94% 4,940 3,922,022 4,218,422
c/o Xxxxx Xxxxxx
Capital Guardian Trust Co.
00 Xxxx Xxxxxxx Xx., Xxx. 000
Xxxx, XX 00000
copy:
Xxxx Xxxxxxxx, Sr., Esq.
Xxxxxxxx Xxxxxxx Xxxxx
P. O. Xxx 0000
Xxxxxxxx, XX 00000-0000
A-4
Olympic
Common
Olympic Olympic Fully
Shareholder Shares % Preferred Common Diluted
----------- ------ - --------- ------ -------
33. Xxxxx-Xxx X. Xxxxx 1966 Trust 4,468 4.47% 4,468 3,547,286 3,815,366
Whittier Trust Company
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
34. Xxxxx-Xxx X. Xxxxx 1992 Trust 4,920 4.92% 4,920 3,906,143 4,201,343
Whittier Trust Company
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
35. Xxxxx Xxxxx Xxxxxxxx 1983 (1999) Trust 372 0.37% 372 295,343 317,663
Xxxxx Xxxxx Xxxxxxxx, Co-Trustee
0000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
36. Xxxxxx X. Xxxxx 1979 Trust 372 0.37% 372 295,343 317,663
Xxxxxx X. Xxxxx, Co-Trustee
00000 Xxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000-0000
37. Xxxxx X. Xxxxxx 1986 Trust 25 0.02% 25 19,716 21,206
Whittier Trust Company, Trustee
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, XX 00000
38. Xxxx X. Xxxxxxxxxx 1973 Trust 480 0.48% 480 381,088 409,888
Xxxx X. Xxxxxxxxxx, Trustee
00000 Xxxxxxxxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
39. N. Xxxx Xxxxxxxx 1966 Trust FBO Xxxxx 1,489 1.49% 1,489 1,182,164 1,271,504
Whittier
Whittier Trust Co. of Nevada, Inc.
000 X. Xxxxxxx Xx., Xxx. 000
Xxxx, XX 00000-0000
40. Olive Whittier Tr FBO Xxxxxx X. Xxxx 372 0.37% 372 295,541 317,876
Whittier Trust Co. of Nevada, Inc.
000 X. Xxxxxxx Xx., Xxx. 000
Xxxx, XX 00000-0000
41. Olive Whittier Tr FBO Xxxx X. Xxxxxxxx 372 0.37% 372 295,541 317,876
Whittier Trust Co. of Nevada, Inc.
000 X. Xxxxxxx Xxxxxx, Xxx. 000
Xxxx, XX 00000-0000
42. Xxxx X. Xxxxxxxx 1989 Trust 1,489 1.49% 1,489 1,182,164 1,271,504
Whittier Trust Co. of Nevada, Inc., Trustee
000 X. Xxxxxxx Xxxxxx, Xxx. 000
Xxxx, XX 00000-0000
A-5
Olympic
Common
Olympic Olympic Fully
Shareholder Shares % Preferred Common Diluted
----------- ------ - --------- ------ -------
43. Xxxxxx X. Xxxxx, Xx. 1992 Trust 4,920 4.92% 4,920 3,906,143 4,201,343
Xxxxxx X. Xxxxx, Xx., Co-Trustee
00000 Xxxxxxx Xxx
Xxx Xxxxxxx, XX 00000
44. Xxxxxx X. Xxxxxxxx Trust Dtd. 01/23/03 1,384 1.38% 1,384 1,098,802 1,181,842
Xxxxxx X. Xxxxxxxx, Co-Trustee
0 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
45. Xxxxx Xxxxxx 1975 Trust 1,384 1.38% 1,384 1,098,802 1,181,842
Xxxxx Xxxxxxxx, Trustee
0000 - 00xx Xxx. X.X.
Xxxxxxx, XX 00000
46. Whittier Ventures LLC 35,751 35.75% 35,751 28,383,843 30,528,903
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxxxxx, XX 00000
47. Xxxxxxxx X. Xxxxxx 1981 Trust 2,470 2.47% 2,470 1,961,011 2,109,211
Xxxxxxxx X. Xxxxxx, Co-Trustee
0000 Xxxxxxx Xxxxx
Xxxxxx Xxx Xxx, XX 00000
100,000 100.00% 100,000 79,393,161 85,393,161
A-6
EXHIBIT B
PRINCIPAL STOCKHOLDERS
----------------------------------------- ---------------------------- ----------------------- -----------------------
# of Common Shares still
Name and Address restricted under Rule 144 # of Stock Options # of Warrants
---------------- ------------------------- ------------------ -------------
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxxx Xxxxxxxxx
501 - 0000 Xxxxxxx Xxxxxx Nil 125,000 55,000
Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxxx Xxxxxxxx
00 Xxxxxx Xxxx Nil 000,000 Xxx
Xxxxxxxxx, Xxxxxxxx
XXX00000
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxx Xxxxxxx
2927 Tower Hill 54,307 (1) 650,000 592,500
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxx Xxxxxx
00000 - 00xx Xxxxxx Xxx 000,000 Xxx
Xxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxx Xxxxxxx
#000 - 000 Xxxxxx Xxxxxx Nil 85,000 10,000
Xxxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxx Xxxxxx
0000 Xxxxxxx Xxxx Nil 75,000 62,500
Xxxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxx Xxxxxx & Xxxxx Xxxxxx
0000 Xxxxxxx Xxxx Nil Nil 40,000
Xxxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
441824 B.C. Ltd.
(beneficial owner Xxxx Xxxxxxxx) Nil 50,000 Nil
#000 - 0000 X. Xxxxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxxx Xxxx
0000 Xxxxxx Xxxx Nil 110,000 50,000
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxx Nil 75,000 5,000
Xxxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxx XxXxxxxxx
000 Xxxxxx Xxxxx, Xxx 30,000 20,000
South, Xxxxxx, Xxxx
XXX 00000
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxx Xxxxxxx
00000 Xxxxxxxx Xxxxxx Nil 150,000 Nil
Xxxxxx, Xxxxxxxxxx, XXX
00000
----------------------------------------- ---------------------------- ----------------------- -----------------------
B-7
----------------------------------------- ---------------------------- ----------------------- -----------------------
# of Common Shares still
Name and Address restricted under Rule 144 # of Stock Options # of Warrants
---------------- -------------------------------- ----------------------- -----------------------
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxx XxXxxxxxx Nil 75,000 Nil
00000/0Xxxx Xxxxxx Xxxx.
Xxxxxxx Xxxxx, Xxxxxxxxxx
XXX 00000
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxx Xxxxxxx
0000 Xxxxx Xxxx Xxx Xxx 000,000
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
556369 B.C. Ltd.
(beneficial owner - Xxxxx Xxxxxxx) 150,000 Nil 225,000
0000 Xxxxx Xxxx
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Jonway Investments Corp.
(beneficial owner - Xxxx Xxxxxx) Nil Nil 327,500
00000 - 00xx Xxxxxx
Xxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
S & P Admin Services
(beneficial owners - Xxxxx Xxxxxxx and 100,000 Nil 100,000
Xxxxxx Xxxxxx)
000 - 000 X. Xxxxxxxx Xx.
Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Wealthbuilders Investment Club
(Need Address) Nil Nil 250,000
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxx Xxxxxxx
(Need Address) Nil Nil 312,500
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxx Xxxxxxxx
(Need Address) Nil Nil 62,500
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxx Xxxxx
(Need Address) Nil Nil 37,500
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxx XxXxxx
(Need Address) Nil Nil 25,000
----------------------------------------- ---------------------------- ----------------------- -----------------------
R. Xxxxxxxx Xxxxx
0000 Xxxxxxxxxx Xxxxx Nil Nil 50,000
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xxxxxx XxXxx
0000 Xxxxxxxxx Xxxxx Xxx Xxx 00,000
Xxxxx, X.X.
X0X 0X0
----------------------------------------- ---------------------------- ----------------------- -----------------------
Xx. Xxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxx Nil Nil 60,000
Xxx Xxxxx, Xxxxxx
XXX 00000
----------------------------------------- ---------------------------- ----------------------- -----------------------
(1) This figures has been reduced from 205,000 to 54,307 as Xx. Xxxxxxx would
be able to sell 150,693 shares of common stock within a three month period
under Rule 144(e) without restriction. Therefore, 54,307 shares of common
stock in his personal name along with the shares of common stock
beneficially owned by Xx. Xxxxxxx will remain restricted.
B-8
