Registration Rights Agreement

EXHIBIT 10-10


REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement, dated as of the 16th day of January, 1996 (this "Agreement"), is by and among Amerac Energy Corporation, a Delaware corporation (the "Issuer"), and Powell Resources, Inc., an Oklahoma corporation, The Langstroth Family Limited I, a Florida limited partnership, Thomas O. Goldsworthy and James B. Tollerton (collectively the "Sellers" and individually a "Seller").


WHEREAS, as an inducement to the Sellers to cause them to enter into that certain Acquisition Agreement dated as of January 5, 1996 (the "Acquisition Agreement"), Issuer agreed to enter into this Agreement; and


WHEREAS, under the Acquisition Agreement, Issuer is required to duly execute and deliver this Agreement;


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. Securities Subject


(a) Definitions.


Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Acquisition Agreement. As used herein, the following terms have the indicated meanings, unless the context otherwise requires:


"Act" means the Securities Act of 1933, as amended.


"Commission" means the Securities and Exchange Commission.


"Holder" means any Seller, as the recipient of any Registrable Security.


"Registrable Securities" means the Amerac Shares issued to the Sellers pursuant to the Acquisition Agreement, and any securities issued as a distribution with respect thereto or in exchange therefor.


"Selling Holder" means a Holder who is selling Registrable Securities pursuant to a registration statement.


(b) 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 Commission and it has been disposed of pursuant to such effective registration statement, (ii) it is distributed to the public pursuant to Rule 144 (or any similar or


successor rule or provision then in force) under the Act, or (iii) it may be otherwise transferred without restriction under Rule 144(k) (or any similar successor rule or provision then in force.


2. Shelf Registration.


(a) At any time after the date one year after the date of this Agreement and before the date three years after the date of this Agreement, one or more of Holders of Registrable Securities holding an aggregate of a majority of the Registrable Securities may request in writing that the Issuer file a "shelf" registration statement on an appropriate form pursuant to Rule 415 (or any successor provision that may be adopted by the Commission) under the Act covering the registration of all, or any portion in excess of 50%, of the Registrable Securities (the "Shelf Registration"). Such Holder or Holders shall provide with such request an opinion of counsel that the amount of Registrable Securities to be offered for public sale in the aggregate may not be sold within a period of 90 days of the date of such request in accordance with the provisions of Rule 144 promulgated under the Act. Within five business days of receipt of such request, the Issuer shall give notice of such request to all of the remaining Holders of Registrable Securities of its receipt of such request from such Holder or Holders. Upon the written request of any such Holder delivered to the Issuer within 10 days after receipt from the Issuer of such notification (the "Determination Date"), the Issuer will use its best efforts to cause such of the Registrable Securities as may be requested by any such Holder (including the Holder or Holders of Registrable Securities giving the initial request to register hereunder) to be registered under the Act in accordance with the terms of this Section 2.


(b) Issuer agrees to use its best efforts to file with the Commission within 30 days of the Determination Date the Shelf Registration, have the Shelf Registration declared effective as soon as practicable after the filing thereof and to keep the Shelf Registration continuously effective until three years after the date of this Agreement or until there are no more Registrable Securities, whichever shall occur first. Issuer further agrees to supplement or amend the Shelf Registration, (i) if required by the Act or (ii) to update information with respect to the Holders or the plan of distribution if requested by the Holders of a majority of the Registrable Securities, and Issuer agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being filed with the Commission. The Holders of Registrable Securities registered in the Shelf Registration shall pay one-half of the Registration Expenses (as hereinafter defined) in connection with the Shelf Registration, whether or not it becomes effective. Issuer will make available to its securityholders (i) as soon as reasonably practicable, from time to time, for three years, statements of operations covering each successive three-month period, commencing on the first day of the fiscal quarter next succeeding the effective date of such Shelf Registration and (ii) as soon as reasonably practicable after 12 months have elapsed from such date, a statement of operations covering a period of 12 months, which earnings statements shall satisfy the provisions of Section 11(a) of the Act.


(c) The Holders of a majority of the Registrable Securities, in their sole discretion, shall determine whether to proceed with, withdraw from or terminate the Shelf Registration. If the Shelf Registration is withdrawn or terminated pursuant to the foregoing clause and the Holders pay all Registration Expenses incurred by Issuer in connection with the


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terminated or withdrawn registration statement, such registration statement shall not constitute the Shelf Registration pursuant to this Section 2.


(d) In the event Issuer grants piggy-back registration rights to other securityholders and such securityholders elect to have shares of Amerac Common Stock registered in the Shelf Registration, the amount of Registration Expenses payable by the Holders pursuant to paragraph 2(b) shall be reduced to an amount equal to the product of (i) one-half of the Registration Expenses and (ii) the percentage of the total number shares of Amerac Common Stock being registered in the Shelf Registration represented by the Registrable Securities being registered on behalf of the Holders.


3. Piggy-Back Registration


(a) If at any time beginning on the date hereof and ending three years after such date the Issuer proposes to file a registration statement under the Act with respect to any offering of any securities of Issuer (other than a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or an offering of securities solely to Issuer's existing securityholders), then Issuer shall in each such case give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 10 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities for sale pursuant to such offering as each such Holder may request.


(b) Issuer shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any similar securities of Issuer or of any other selling securityholders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering determines that because of the size of the offering which the Holders of such Registrable Securities, the Issuer, and such other persons intend to make, the success of the offering of the Issuer's securities could reasonably be expected to be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then the managing underwriters shall provide written notice of such determination to the Holders of the Registrable Securities, and the amount of securities to be offered for the accounts of Holders shall be reduced pro rata among the Holders to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities other than Issuer, then the proportion by which the amount of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of securities intended to be offered by such other persons or entities other than Issuer is reduced. Issuer will bear all Registration Expenses in connection with a piggy-back registration.


(c) As a condition to a Holder's participation in any underwriting with respect to Issuer pursuant to this Section 3, the Holder shall be required to enter into customary


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agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required by the underwriters in order to include the Registrable Securities for sale pursuant to such underwritten offering.


(d) Issuer represents and warrants that, as of the date hereof, no other securityholder of Issuer has been granted "piggy-back" registration rights.


4. Holdback Agreements


(a) Restrictions on Public Sale Holder of Registrable Securities. To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement pursuant to Section 3 agrees not to effect any public sale or distribution of the issue being registered or a similar security of Issuer, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Act, during the fourteen (14) days prior to, and during the ninety-day period beginning on, the effective date of such registration statement (except, in each case, as part of such registration), if and to the extent requested by the managing underwriter or underwriters.


(b) Postponement of Sale under Shelf Registration Statement. Each Holder agrees not to effect any public sale or distribution pursuant to any Shelf Registration pursuant to this Agreement at any time that Issuer shall have advised the Holders in writing that the sale by such Holders pursuant to such Shelf Registration could reasonably be expected to (i) adversely affect, or require the premature disclosure of any proposed acquisition, disposition or other transaction involving Issuer or (ii) materially and adversely affect any proposed underwritten public offering of Amerac Common Stock if the managing underwriter thereof shall have advised the Holders that any such sales could reasonably be expected to jeopardize the success of the offering; provided, however, in each such case Issuer may not restrict any such sales unless at least five days prior written notice is provided to each Holder and provided further Issuer may not restrict sales by Holders (x) for a total of more than 90 days during any one-year period or (y) for more than 60 consecutive days after the date of the prospectus for any such underwritten public offering.


5. Registration Procedures


Whenever Registrable Securities are required to be registered pursuant to Section 3 hereof, Issuer will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Shelf Registration, Issuer will, as expeditiously as possible:


(a) (i) prior to filing a registration statement or prospectus or any amendments or supplements thereto, furnish to one counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) as soon as reasonably possible, furnish to each Selling Holder, prior to filing a registration statement,


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copies of such registration statement as proposed to be filed, and thereafter furnish to such Selling Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder, and ( ...