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EXHIBIT 4.10
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is made and entered
into as of August 1, 1997, by and between Queen Sand Resources, Inc., a
Delaware corporation (the "Company"), and Collins & Ware, Inc., a Texas
corporation ("C&W").
This Agreement is made pursuant to the Purchase and Sales Agreement (the
"Purchase Agreement") dated as of June 20, 1997, between the Company; Queen
Sand Resources, Inc., a Nevada corporation; and C&W. In order to induce C&W to
enter into the Purchase Agreement, the Company has agreed to provide the
registration and other rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the Closing (as defined in the
Purchase Agreement) under the Purchase Agreement.
The parties agree as follows:
ARTICLE I
SECTION 1.01. DEFINITIONS. Capitalized terms used and not otherwise
defined herein which are defined in the Purchase Agreement are used herein as
so defined. The terms set forth below are used herein as so defined:
"Holder" means the record holder of any shares of Registrable
Securities.
"Registrable Securities" means 1,000,000 shares of the Company's Common
Stock, par value $.0015 per share, issued to C&W pursuant to the Purchase
Agreement, until such time as such securities cease to be Registrable
Securities pursuant to Section 1.02 hereof.
"Selling Holder" means a holder who is selling Registrable Securities
pursuant to a Registration Statement (as defined herein).
SECTION 1.02. REGISTRABLE SECURITIES. Any Registrable Security will
cease to be a Registrable Security when (i) a Registration Statement covering
such Registrable Security has been declared effective by the Securities and
Exchange Commission (the "Commission") and such Registrable Security has been
issued, sold or disposed of pursuant to such effective Registration Statement
or (ii) such Registrable Security is deposed of pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act, (iii) such
Registrable Security is eligible to be disposed of pursuant to paragraph (k) of
Rule 144 (or any similar provision then in force) under the Securities Act of
the 1933 (the "Securities Act") or (iv) such Registrable Security is held by
the Company or one of its Subsidiaries.
ARTICLE II
SECTION 2.01. PIGGY-BACK REGISTRATION. If the Company proposes to
register any equity securities under the Securities Act for sale to the public
for cash, whether for its own account or for the account of other security
holders or both (except with respect to Registration Statements on Forms S-4 or
S-8 for purposes permissible under such forms as of the date hereof, or any
successor forms for comparable purposes that may be adopted by the Commission)
each such time it will give written notice to all Holders of its intention to
do so no less than 15 Business Days prior to the anticipated
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filing date. Upon the written request of any Holder, received by the Company no
later than the 10th Business Day after receipt by such Holder of the notice
sent by the Company, to register, on the terms and conditions as the securities
otherwise being sold pursuant to such registration, any of its Registrable
Securities (which request shall state the intended method of disposition
thereof), the Company will use its best efforts to cause the Registrable
Securities as to which registration shall have been so requested to be included
in the securities to be covered by the Registration Statement proposed to be
filed by the Company, on the same terms and condition as any similar securities
included therein, all to the extent requisite to permit the sale or other
disposition by each Holder (in accordance with its written request) of such
Registrable Securities so registered; provided, however, that the Company may
at any time prior to the effectiveness of any such Registration Statement, in
its sole discretion and with the consent of any Holder, abandon the proposed
offering in which any Holder had requested to participate. The number of
Registrable Securities to be included in such a registration may be reduced or
eliminated if and to the extent, in the case of an underwritten offering, the
managing underwriter shall render to the Company its opinion that such
inclusion would materially jeopardize the successful marketing of the
securities (including the Registrable Securities) proposed to be sold therein;
provided, however, that such number of shares of Registrable Securities shall
not be reduced (i) if any securities included in such registration are included
other than for the account of (x) the Company or (y) persons exercising
registration rights granted pursuant to the agreements listed on Schedule I
hereto (as in effect on the date hereof) (the "Schedule I Agreements"), (ii)
unless the shares included in the registration pursuant to the Schedule I
Agreements are also reduced on a pro rata basis, and (iii) and subject in all
events to the prior right of holders (the "JEDI Holders") of registrable shares
of Common Stock under that certain Registration Rights Agreement (the "JEDI
Rights Agreement"), dated as of May 6, 1997, between the Company and Joint
Energy Development Investments Limited Partnership to include any or all of the
JEDI Holder's Registrable Shares (as defined in the JEDI Rights Agreement")
before Holder includes any or all of its Registrable Securities in any
registration relating to an underwritten public offering with respect to which,
in the opinion of the managing underwriter, the inclusion in the offering of
all shares requested to be registered by all persons holding registration
rights would materially jeopardize the successful marketing of the securities
(including the JEDI Holder's Registrable Shares) to be sold. In the event that
the number of Registrable Securities to be included in a registration is to be
reduced as provided above, within 10 Business Days after receipt by each Holder
proposing to sell Registrable Securities pursuant to the registered offering of
the opinion of such managing underwriter, all such Selling Holders may allocate
among themselves the number of shares of such Registrable Securities which such
opinion states may be distributed without adversely affecting the distribution
of the securities covered by the Registration Statement, and if such Holders
are unable to agree among themselves with respect to such allocation, such
allocation shall be made in proportion to the respective number of shares
specified in their respective written requests. Notwithstanding anything to
the contrary contained in this Section 2.01, in the event that there is a firm
underwriting commitment offer of securities of the Company pursuant to a
Registration Statement covering Registrable Securities and a Person does not
elect to sell its Registrable Securities to the underwriters of the Company's
securities in connection with such offering, such Person shall not offer for
sale, sell, grant any option for the sale of, or otherwise dispose of, directly
or indirectly, any shares of Common Stock, or any securities convertible into
or exchangeable into or exercisable for any shares of Common Stock during the
period of distribution of the Company's securities by such underwriters, which
shall be specified in writing by the underwriters, shall not exceed any period
during which management of the Company and others are similarly prohibited from
disposing of shares of Common Stock and shall not exceed 180 days following the
effectiveness under the Securities Act of the Registration Statement relating
thereto.
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SECTION 2.02. REGISTRATION PROCEDURES. If and whenever the Company is
required pursuant to this Agreement to effect the registration of any of the
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:
(a) prepare and file as promptly as possible with the
Commission a Registration Statement, on a form available to the
Company, with respect to such securities (which filing shall be made
within 45 days after the receipt by the Company of a Request Notice) and
use its best efforts to cause such Registration Statement to become and
remain effective for the period of distribution contemplated thereby
(determined pursuant to subparagraph (g) below);
(b) prepare and file with the Commission 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 for the period specified in subsection (g) below and
as may be necessary to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
Registration Statement in accordance with the sellers' intended method
of disposition set forth in such Registration Statement for such period;
(c) furnish to each Selling Holder and to each underwriter
such number of copies of the Registration Statement and the prospectus
included therein (including each preliminary prospectus and each
document incorporated by reference therein to the extent then required
by the rules and regulations of the Commission) as such Persons may
reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities covered by such Registration
Statement;
(d) use its best efforts to register or qualify the
Registrable Securities covered by such Registration Statement under the
securities or blue sky laws of such jurisdictions as the Selling Holders
or, in the case of an underwritten public offering, the managing
underwriter, shall reasonably request, provided, however, that the
Company will not be required to subject itself to taxation in any such
jurisdiction or to consent to general service of process in any such
jurisdiction;
(e) immediately notify each Selling Holder and each
underwriter, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus contained in such Registration
Statement, as then in effect, includes 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 in the light
of the circumstances then existing and as promptly as practicable amend
the Registration Statement or supplement the prospectus or take other
appropriate action so that the prospectus does not include an untrue
statement of a material fact or omit to state a material fact required
to be stated herein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; provided,
however, that, in the case of a shelf registration, the Company may
delay taking such action for a period of 60 days, during which time the
Selling Holders shall not sell any Registrable Securities, if the Board
of Directors determines in its reasonable judgment and in good faith
that the making of any required disclosure in connection therewith would
have a material adverse effect on the Company or substantially interfere
with a significant transaction in which the Company is then engaged;
provided, that, the Company covenants to provide any Selling Holder, an
unblocked selling period of at least 45 days under any such shelf
registration
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(f) in the case of an underwritten public offering, furnish,
(i) on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such Registration Statement, an
opinion of counsel for the Company dated as of such date and addressed
to the underwriters and to the Selling Holder, stating that such
Registration Statement has become effective under the Securities Act and
that (A) to the best knowledge of such counsel, no stop order suspending
the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the
Securities Act, (B) the Registration Statement, the related prospectus,
and each amendment or supplement thereof, comply as to form in all
material respects with the requirements of the Securities Act and the
applicable rules and regulations thereunder of the Commission (except
that such counsel need express no opinion as to the financial statements
or any engineering report contained or incorporated therein) and (C) to
such other effects as may reasonable be requested by counsel for the
underwriters, and (ii) on the effective date of the Registration
Statement and on the date that Registrable Securities are delivered to
the underwriters for sale pursuant to such Registration Statement, a
letter dated such dates from the independent accountants retained by the
Company, addressed to the underwriters and to the Selling Holders,
stating that they are independent public accountants within the meaning
of the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company and the schedules thereto that are
included or incorporated by reference in the Registration Statement or
the prospectus, or any amendment or supplement thereof, comply as to
form in all material respects with the applicable requirements of the
Securities Act and the published rules and regulations thereunder, and
such letter shall additionally address such other financial matters
(including information as to the period ending no more than five
Business Days prior to the date of such letter) including in the
Registration Statement in respect of which such letter is being given as
the underwriters may reasonably request;
(g) make available for inspection by one representative of the
Selling Holders designated by a majority thereof, any underwriter
participating in any distribution pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by such
representative of the Selling Holders or underwriter (the "Inspectors"),
all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors
and employees to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement. For purposes
of subsections (a) and (b) above, the period of distribution of
Registrable Securities in a firm commitment underwritten public offering
shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of
distribution of Registrable Securities in any other registration shall
be deemed to extend until the earlier of the sale of all Registrable
Securities covered thereby or 180 days.
(h) use its best efforts to keep effective and maintain for
the period specified in subparagraph (g) a registration, qualification,
approval or listing obtained to cover the Registrable Securities as may
be necessary for the Selling Holders to dispose thereof and shall from
time to time amend or supplement any prospectus used in connection
therewith to the extent necessary in order to comply with applicable
law;
(i) use its best efforts to cause the Registrable Securities
to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations
of the Company to enable the Selling Holders to consummate the
disposition of such Registrable Securities; and
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(j) enter into customary agreements (including, if requested,
an underwriting agreement in customary form) and take such other actions
as are reasonable requested by the Selling Holders or the underwriters,
if any, in order to expedite or facilitate the disposition of such
Registrable Securities.
In connection with each registration hereunder, each Selling Holder will
furnish promptly to the Company in writing such information with respect to
itself and the proposed distribution by it as shall be reasonably necessary in
order to ensure compliance with federal and applicable state securities laws.
In connection with each registration hereunder with respect to an
underwritten public offering, the Company and each Selling Holder agrees to
enter into a written agreement with the managing underwriter or underwriters
and containing such provisions as are customary in the securities business for
such an arrangement between underwriters and companies of the Company's size
and investment stature, provided that such agreement shall not contain any such
provision applicable to the Company or the Selling Holders that is inconsistent
with the provisions hereof.
If the Registrable Securities are to be sold pursuant to Rule 415
promulgated under the Securities Act, Holder represents and warrants to, and
agrees with, the Company that:
(a) Selling Holder will furnish each broker through whom
Selling Holder offers the Registrable Securities such number of copies
of the Prospectus and any supplements thereto or amendments thereof
which such broker may require; will inform such broker as to the number
of Registrable Securities offered through such broker; that such
Registrable Securities are part of a distribution and that such broker
is subject to the provisions of Regulation M under the Securities
Exchange Act of 1934 until such time as such broker has completed the
sale of all such Registrable Securities; and will notify such broker
when distribution of the Registrable Securities by Selling Holder
pursuant to the Registration Statement has been completed or the
Registration Statement is no longer effective or is withdrawn;
(b) Selling Holder will, promptly after the end of each week
in which any disposition of the Registrable Securities by Selling Holder
has occurred and upon completion of the distribution of the Registrable
Securities pursuant to the Registration Statement, report to the Company
such dispositions made during such week or upon such completion, as the
case may be;
(c) At least five (5) business days prior to any disposition
of the Registrable Securities, Selling Holder shall advise the Company
of the dates on which such disposition is expected to commence and
terminate, the number of Registrable Securities expected to be sold, the
method of disposition and such other information as the Company may
reasonably request in order to supplement the Prospectus in accordance
with the rules and regulations of the SEC.
SECTION 2.03. EXPENSES.
(a) All expenses incident to the Company's performance under
or compliance with this Agreement, including without limitation, all
registration and filing and independent public accountants for the
Company, fees of the National Association of Securities Dealers, Inc.,
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transfer taxes, fees of transfer agents and registrars and costs of
insurance, but excluding any Selling Expenses (as defined below), are
herein called "Registration Expenses." All underwriting fees, discounts
and selling commissions allocable to the sale of the Registrable
Securities are herein called "Selling Expenses."
(b) The Company will pay all Registration Expenses in
connection with each Registration Statement filed pursuant to this
Agreement, whether or not the Registration Statement becomes effective,
and the Selling Holders shall pay Selling Expenses and any incidental
expenses incurred by the Selling Holders (including, without limitation,
legal fees of their counsel, if any) in connection with any Registrable
Securities registered pursuant to this Agreement.
SECTION 2.04. INDEMNIFICATION.
(a) In the event of a registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless each Selling Holder thereunder
and each underwriter of Registrable Securities thereunder and each
Person, if any, who controls such Selling Holder or underwriter within
the meaning of the Securities Act and the Securities Exchange Act of
1934 (the "Exchange Act"), against any losses, claims, damages or
liabilities (including reasonable attorneys' fees) ("Losses"), joint or
several, to which such Selling Holder or underwriter or controlling
Person may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Losses (or actions 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 Registrable Securities were registered under the
Securities Act pursuant to this Agreement, any preliminary prospectus or
final prospectus contained herein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will
reimburse each such Selling Holder, each such underwriter and each such
controlling Person for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Loss or
actions; provided, however, that the Company will not be liable in any
such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity
with information furnished by such Selling Holder, such underwriter or
such controlling Person in writing specifically for use in such
Registration Statement or prospectus.
(b) Each Selling Holder agrees to indemnify and hold harmless
the Company, its directors, officers, employees and agents and each
Person, if any, who controls the Company within the meaning of the
Securities Act or of the Exchange Act to the same extent as the
foregoing indemnity from the Company to such Selling Holder, but only
with respect to information regarding such Selling Holder furnished in
writing by or on behalf of such Selling Holder expressly for inclusion
in any Registration Statement or prospectus relating to the Registrable
Securities, or any amendment or supplement thereto; provided, however,
that the liability of such Selling Holder shall not be greater in amount
than the dollar amount of the proceeds (net of any Selling Expenses)
received by such Selling Holder from the sale of the Registrable
Securities giving rise to such indemnification.
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(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
other than under this Section 2.04. In case any such action shall be
brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party and, after notice from the
indemnifying party to indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party in connection with the defense thereof
other than reasonable costs of investigation and of liaison with counsel
so selected; provided, however, that (i) if the indemnifying party has
failed to assume the defense and employ counsel or (ii) if the
defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have
concluded that there may be reasonable defenses available to the
indemnified party that are different from or additional to those
available to the indemnifying party or if the interests of the
indemnified party reasonably may be deemed to conflict with the
interests of the indemnifying party, then the indemnifying party shall
have the right to select a separate counsel and to assume such legal
defense and otherwise to participate in the defense of such action, with
the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the indemnifying party
as incurred, provided that such fees and expenses shall be reimbursed
for only one counsel for all indemnified parties.
(d) If the indemnification provided for in this Section 2.04
is unavailable to the Company or the Selling Holders or it is
insufficient to hold them harmless in respect of any losses, claims,
damages, liabilities or expenses referred to herein, then each such
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 as
between the Company on the one hand and each Selling Holder on the
other, in such proportion as is appropriate to reflect the relative
fault of the Company on the one hand and of such Selling Shareholder on
the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company
one the one hand and each Selling Holder on the other shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statements of a material fact or the omission or alleged
omission to state a material fact has been made by, or relates to,
information supplied by such party, and the parties' relative knowledge,
access to information and opportunity to correct or prevent such
statement or omission.
No person guilty of a fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who is not guilty of such fraudulent misrepresentation.
SECTION 2.05. TRADING RESTRICTION.
(a) In addition to the restriction on resale imposed by the
requirements of the Securities Act and applicable state securities or
blue sky laws, the Holder also covenants hereby that it shall not resell
any shares of Common Stock unless:
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(w) such sales are in blocks of the lesser of at least
25,000 shares in share amount or at least $100,000 in sales
amount; or
(x) any such sale not meeting the criteria set forth in
the preceding clause (w) may not exceed, together with all other
sales [including any block sales which have occurred pursuant to
the preceding clause (w)] of Registrable Securities for the
account of such Holder within the preceding ninety days, an
amount equal to the average weekly reported volume of trading in
the Common Stock on all national securities exchanges and/or
reported through NASDAQ during the eight calendar weeks preceding
the intended date of sale; or
(y) such amount as agreed upon by the Company.
(b) Prior to disposing of any shares of Common Stock pursuant
to Rule 144 (or any successor rule) promulgated under the Securities
Act, the Holder agrees to give the Company ten days' prior notice of any
proposed disposition and to act in good faith in evaluating any
proposals made by the Company concerning the number of shares to be
disposed of by the Holder, as well as any alternate arrangements which
the Company may suggest to provide liquidity to the Holder with respect
to such shares of Common Stock.
(c) Notwithstanding the limitations imposed by this Section
2.05, if the Company, subsequent to the date of this agreement, issues
greater than 200,000 shares of its restricted common stock (other than
pursuant to Regulation S promulgated under the Securities Act of 1933 as
amended) to a third party in a transaction where less restrictive
trading restrictions are imposed on such third party than those set
forth in this Section 2.05, the Company shall provide notice to the
Holder, and the Holder shall thereafter be entitled to rely upon such
lesser restrictions.
ARTICLE III
SECTION 3.01. COMMUNICATIONS. All notices and other communications
provided for or permitted hereunder shall be made in writing by telecopy,
courier service or personal delivery:
(a) if to a Holder of Registrable Securities, at the most
current address given by such Holder of the Company in accordance with
the provisions of this Section 3.01, which address initially is, with
respect to the Purchaser, the address set forth in the Purchase
Agreement; and
(b) if to the Company, initially at its address set forth in
the Purchase Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this Section 3.01.
All such notices and communication shall be deemed to have been received
at the time delivered by hand, if personally delivered; when receipt
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.
SECTION 3.02. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent holders of Registrable Securities.
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SECTION 3.03. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement.
SECTION 3.04. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 3.05. GOVERNING LAW. The laws of the State of Texas shall
govern this Agreement without regard to principles of conflict of laws.
SECTION 3.06. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or un-
enforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in any
other jurisdiction.
SECTION 3.07. ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement is intended by the parties as a final expression of their
agreement and intended to be a compromise and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Company with respect to the securities
sold pursuant to the Purchase Agreement. This Agreement and the Purchase
Agreement supersede all prior agreements and understandings between the parties
with respect to such subject matter.
SECTION 3.08. ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Agreement, the successful party shall be entitled
to recover reasonable attorneys' fees in addition to its costs and expenses and
any other available remedy.
SECTION 3.09. AMENDMENT. This Agreement may be amended only by means of
a written amendment signed by the Company and by the Holders of a majority of
the Registrable Securities.
SECTION 3.10. REGISTRABLE SECURITIES HELD BY THE COMPANY OR IT
AFFILIATES. In determining whether the Holders of the required amount of
Registrable Securities have concurred in any direction, amendment, supplement,
waiver or consent, Registrable Securities owned by the Company or one of its
Affiliates shall be disregarded.
SECTION 3.11. ASSIGNMENT OF RIGHTS.
(a) The rights of any Holder under this Agreement may be
assigned to any Person who acquires the Registrable Securities issuable
on conversion or exercise thereof. Any assignment of registration
rights pursuant to this Section 3.11(a) shall be effective only upon
receipt by the Company of written notice from such assigning Holder
stating the name and address of any assignee.
(b) The rights of an assignee under Section 3.11(a) shall be
the same rights granted to the assigning Holder under this Agreement.
In connection with any such assignment, the term "Holder" as used herein
shall, where appropriate to assign the rights and obligations of the
assigning Holder hereunder to such assignee, be deemed to refer to the
assignee.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
QUEEN SAND RESOURCES, INC.
By: /s/ ROBERT P. LINDSAY
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Robert P. Lindsay, Vice President
COLLINS & WARE, INC.
By: /s/ W. BRETT SMITH
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W. Brett Smith, Vice President, Operations
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