OR OTHERWISE AFFECT THE MEANING HEREOF.
H.
THIS AGREEMENT MAY BE EXECUTED IN IDENTICAL COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE
SAME AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE DELIVERED TO
THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION OF A COPY OF THIS AGREEMENT
BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
I.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE DONE AND
PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND DELIVER ALL
SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS ANY OTHER
PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
J.
ALL CONSENTS AND OTHER DETERMINATIONS REQUIRED TO BE MADE BY THE
INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE MADE, UNLESS OTHERWISE SPECIFIED
IN THIS AGREEMENT, BY THE REQUIRED HOLDERS.
K.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE
LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO RULES OF
STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
L.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND IS NOT FOR THE
BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
M.
THE OBLIGATIONS OF EACH BUYER HEREUNDER ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER BUYER, AND NO PROVISION OF THIS AGREEMENT IS
INTENDED TO CONFER ANY OBLIGATIONS ON ANY BUYER VIS-À-VIS ANY OTHER BUYER.
NOTHING CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY BUYER PURSUANT HERETO,
SHALL BE DEEMED TO CONSTITUTE THE BUYERS AS A PARTNERSHIP, AN ASSOCIATION, A
JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE
BUYERS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO SUCH
OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREIN.
[Signature Page Follows]
18
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
COMPANY:
APOLLO RESOURCES INTERNATIONAL, INC.
By:
Name:
Title:
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
BUYERS:
CASTLERIGG MASTER INVESTMENTS LTD.
By:
Name:
Title:
SCHEDULE OF BUYERS
Buyer
Buyer's Address
and Facsimile Number
Buyer's Representative's Address
and Facsimile Number
Castlerigg Master Investments Ltd
c/o Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, New York 10019
Attention: Cem Hacioglu/Matthew Pliskin
Facsimile: (212) 603-5710
Telephone: (212) 603-5775
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attn: Eleazer Klein, Esq.
Facsimile: (212) 593-5955
Telephone: (212) 756-2000
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
Colonial Stock Transfer
66 Exchange Place
Salt