EXHIBIT 10.23
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO SOUTH TEXAS OIL COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase 750,000 shares of Common Stock of South Texas Oil Company
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No. WVAM-001
Issue Date: January 31, 2007
Amendment Date: April 1, 0000
XXXXX XXXXX OIL COMPANY, a corporation organized under the laws of the State of
Nevada (the "COMPANY"), hereby certifies that, for value received, THE LONGVIEW
FUND, L.P., 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000, Fax:
(000) 000-0000, or its assigns (the "HOLDER"), is entitled, subject to the
terms set forth below, to purchase from the Company at any time commencing on
the Issue Date and through and until 5:00 p.m., E.S.T on the fifth (5th)
anniversary of the Issue Date (the "EXPIRATION DATE"), 750,000 fully paid and
nonassessable shares of Common Stock at a per share purchase price of $10.00.
The aforedescribed purchase price per share, as adjusted from time to time as
herein provided, is referred to herein as the "PURCHASE PRICE." The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein. The Company may reduce the Purchase Price of
some or all of the Warrant Shares, permanently or temporarily, without the
consent of the Holder provided ten days prior notice of such reduction is given
to the Holder. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Subscription Agreement (the
"SUBSCRIPTION AGREEMENT"), dated January 31, 2007, entered into by the Company
and initial Holder of this Warrant.
As used herein the following terms, unless the context otherwise requires, have
the following respective meanings:
(a) The term "COMPANY" shall mean South Texas Oil Company and any
corporation which shall succeed or assume the obligations of South Texas Oil
Company hereunder.
(b) The term "COMMON STOCK" includes (a) the Company's common stock,
$.001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any Other Securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
(c) The term "OTHER SECURITIES" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.
(d) The term "WARRANT SHARES" shall mean the Common Stock issuable upon
exercise of this Warrant.
1. Exercise of Warrant.
1.1. Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in whole in accordance
with the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, Common Stock of the Company, subject to
adjustment pursuant to Section 4.
1.2. Full Exercise. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "SUBSCRIPTION FORM") duly
executed by such Holder and surrender of the original Warrant within three (3)
days of exercise, to the Company at its principal office or at the office of
its Warrant Agent (as provided hereinafter), accompanied by payment, in cash,
wire transfer or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of shares of
Common Stock for which this Warrant is then exercisable by the Purchase Price
then in effect.
1.3. Partial Exercise. This Warrant may be exercised in part (but
not for a fractional share) by surrender of this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying
(a) the number of whole shares of Common Stock designated
by the Holder in the Subscription Form by
(b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common
Stock for which such Warrant may still be exercised for the balance of.
1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "DETERMINATION DATE") shall mean:
(a) If the Company's Common Stock is traded on an exchange
or is quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ Capital Market or the
American Stock Exchange, LLC, then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;
(b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ Capital Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter
market, then the average of the closing bid and ask prices reported for the
last business day immediately preceding the Determination Date;
(c) Except as provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided; or
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event
of such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.
1.5. Company Acknowledgment. The Company will, at the time of the
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance
with the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.
1.6. Trustee for Warrant Holders. In the event that a qualified
bank or trust company shall have been appointed as trustee for the Holder of
the Warrants pursuant to Subsection 3.2, such bank or trust company shall have
all the powers and duties of a warrant agent (as hereinafter described) and
shall accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the Company
or such successor, as the case may be, on exercise of this Warrant pursuant to
this Section 1.
1.7. Delivery of Stock Certificates, etc. on Exercise. The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter ("WARRANT SHARE DELIVERY
DATE"), the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such Holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal
to such fraction multiplied by the then Fair Market Value of one full share of
Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise. The Company understands that a
delay in the delivery of the Warrant Shares after the Warrant Share Delivery
Date could result in economic loss to the Holder. As compensation to the Holder
for such loss, the Company agrees to pay (as liquidated damages and not as a
penalty) to the Holder for late issuance of Warrant Shares upon exercise of
this Warrant the amount of $100 per business day after the Warrant Share
Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which
this Warrant is exercised which are not timely delivered. The Company shall pay
any payments incurred under this Section in immediately available funds upon
demand. Furthermore, in addition to any other remedies which may be available
to the Holder, in the event that the Company fails for any reason to effect
delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder
may revoke all or part of the relevant Warrant exercise by delivery of a notice
to such effect to the Company whereupon the Company and the Holder shall each
be restored to their respective positions immediately prior to the exercise of
the relevant portion of this Warrant, except that the liquidated damages
described above shall be payable through the date notice of revocation or
rescission is given to the Company. The maximum amount of liquidated damages
payable hereunder pursuant to this Section and Section 10 hereof is fifteen
percent (15%) of the aggregate exercise price.
1.8. Buy-In. In addition to any other rights available to the
Holder, if the Company fails to deliver to a Holder the Warrant Shares as
required pursuant to this Warrant, within seven (7) business days after the
Warrant Share Delivery Date and the Holder or a broker on the Holder's behalf,
purchases (in an open market transaction or otherwise) shares of common stock
to deliver in satisfaction of a sale by such Holder of the Warrant Shares which
the Holder was entitled to receive from the Company (a "BUY-IN"), then the
Company shall pay in cash to the Holder (in addition to any remedies available
to or elected by the Holder) the amount by which (A) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
common stock so purchased exceeds (B) the aggregate Purchase Price of the
Warrant Shares required to have been delivered together with interest thereon
at a rate of 15% per annum, accruing until such amount and any accrued interest
thereon is paid in full (which amount shall be paid as liquidated damages and
not as a penalty). For example, if a Holder purchases shares of Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to
$10,000 of Purchase Price of Warrant Shares to have been received upon exercise
of this Warrant, the Company shall be required to pay the Holder $1,000, plus
interest. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In.
2. Cashless Exercise.
(a) Except as described below, if a registration statement registering
the Warrant Shares with the Securities and Exchange Commission on a Form X-0,
XX-0 or S-3, for unrestricted public resale ("REGISTRATION STATEMENT") is
effective and the Holder may sell its shares of Common Stock upon exercise
hereof pursuant to the Registration Statement, this Warrant may be exercisable
in whole or in part for cash only as set forth in Section 1 above. If such
Registration Statement is not available, payment upon exercise may be made at
the option of the Holder either in cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price or (i) by cashless exercise in accordance with Section
(b) below, or (ii) by a combination of any of the foregoing methods, for the
number of shares of Common Stock specified in such form (as such exercise
number shall be adjusted to reflect any adjustment in the total number of
shares of Common Stock issuable to the Holder per the terms of this Warrant)
and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.
(b) If the Fair Market Value of one share of Common Stock is greater
than the Purchase Price (at the date of calculation as set forth below), in
lieu of exercising this Warrant for cash, the Holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being cancelled) by surrender of this Warrant at the principal office
of the Company together with the properly endorsed Subscription Form in which
event the Company shall issue to the Holder a number of shares of Common Stock
computed using the following formula:
X=Y (A-B)
A
Where X=the number of shares of Common Stock to be issued to the holder
Y=the number of shares of Common Stock purchasable under the Warrant
or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised (at the date of
such calculation)
A=the average of the closing bid prices of the Common Stock for the
five (5) Trading Days immediately prior to (but not
including) the Exercise Date
B=Purchase Price (as adjusted to the date of such calculation)
For purposes of Rule 144 promulgated under the 1933 Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued.
3. Adjustment for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any
plan or arrangement contemplating the dissolution of the Company, then, in each
such case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.
3.2. Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause
to be delivered the stock and other securities and property (including cash,
where applicable) receivable in accordance with Section 3.1 by the Holder upon
their exercise after the effective date of such dissolution pursuant to this
Section 3 to a bank or trust company (a "TRUSTEE") having its principal office
in New York, NY, as trustee for the Holder.
3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of
the transaction described in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.
3.4. Share Issuance. Until the Expiration Date, if the Company
shall issue any Common Stock except for the Excepted Issuances (as defined
below), prior to the complete exercise of this Warrant for a consideration less
than the Purchase Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issue, the Purchase Price
shall be reduced to such other lower purchase price. For purposes of this
adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common
Stock or of any warrant, right or option to purchase Common Stock shall result
in an adjustment to the Purchase Price upon the issuance of the above-
described security, debt instrument, warrant, right, or option if such issuance
is at a price lower than the Purchase Price in effect upon such issuance. The
reduction of the Purchase Price described in this Section 3.4 is subject to the
provisions of, and in addition to the other rights of the Holder described in,
the Subscription Agreement. For purposes hereof, "EXCEPTED ISSUANCES" means
(i) any issuances of shares of Common Stock (A) as consideration in a merger or
consolidation (the primary purpose or material result of which is not to raise
or obtain equity capital or cash), (B) in connection with any strategic
partnership or joint venture (the primary purpose or material result of which
is not to raise or obtain equity capital or cash), or (C) as consideration for
the acquisition of a business, a product, a license, Real Property or other
assets (the primary purpose or material result of which is not to raise or
obtain equity capital or cash), (ii) any issuances of shares of Common Stock
upon exercise or conversion of any options, warrants, convertible notes or
other convertible securities outstanding as of April 1, 2008 and described in
the Periodic Reports filed prior to April 1, 2008, provided such securities are
not amended or modified on or after April 1, 2008 and provided that the
conversion price, exchange price, exercise price or other purchase price is not
reduced, adjusted or otherwise modified and the number of shares issued or
issuable is not increased (whether by operation of law or in accordance with
the relevant governing documents or otherwise) on or after April 1, 2008, and
(iii) any grants of options or warrants to purchase shares of Common Stock and
issuances of shares of Common Stock (upon exercise of outstanding options or
warrants or otherwise) to officers, employees and directors of, and consultants
and advisors to, the Company or any of the Subsidiaries as compensation for the
performance of bona fide services for the Company or any of the Subsidiaries.
4. Extraordinary Events Regarding Common Stock. In the event
that the Company shall (a) issue additional shares of the Common Stock as
a dividend or other distribution on outstanding Common Stock, (b)
subdivide its outstanding shares of Common Stock, or (c) combine its
outstanding shares of the Common Stock into a smaller number of shares of
the Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in
effect. The Purchase Price, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events
described herein in this Section 4. The number of shares of Common Stock
that the Holder of this Warrant shall thereafter, on the exercise hereof
as provided in Section 1, be entitled to receive shall be adjusted to a
number determined by multiplying the number of shares of Common Stock
that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in
effect on the date of such exercise.
5. Certificate as to Adjustments. In each case of any adjustment
or readjustment in the shares of Common Stock issuable on the exercise of
the Warrants, the Company at its expense will promptly cause its Chief
Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of the Warrant
and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration
received or receivable by the Company for any additional shares of Common
Stock issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock outstanding or deemed to be outstanding,
and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to
such adjustment or readjustment and as adjusted or readjusted as provided
in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of the Warrant and any Warrant Agent of the
Company (appointed pursuant to Section 11 hereof).
6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise of the
Warrants, all shares of Common Stock from time to time issuable on the
exercise of the Warrant. This Warrant entitles the Holder hereof to
receive copies of all financial and other information distributed or
required to be distributed to the holders of the Company's Common Stock.
7. Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a
"TRANSFEROR"). On the surrender for exchange of this Warrant, with the
Transferor's endorsement in the form of Exhibit B attached hereto (the
"TRANSFEROR ENDORSEMENT FORM") and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company at its
expense, twice, only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of
the Transferor thereof a new Warrant or Warrants of like tenor, in the
name of the Transferor and/or the transferee(s) specified in such
Transferor Endorsement Form (each a "TRANSFEREE"), calling in the
aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by
the Transferor. No such transfers shall result in a public distribution
of the Warrant.
8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and, in the case of any such loss, theft or destruction
of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case
of any such mutilation, on surrender and cancellation of this Warrant,
the Company at its expense, twice only, will execute and deliver, in lieu
thereof, a new Warrant of like tenor.
9. Maximum Exercise. The Holder shall not be entitled to
exercise this Warrant on an exercise date, in connection with that number
of shares of Common Stock which would be in excess of the sum of (i) the
number of shares of Common Stock beneficially owned by the Holder and its
affiliates on an exercise date, and (ii) the number of shares of Common
Stock issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an exercise date,
which would result in beneficial ownership by the Holder and its
affiliates of more than 4.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Subject to the foregoing, the Holder shall not be limited to
aggregate exercises which would result in the issuance of more than
4.99%. The Holder may increase the permitted beneficial ownership amount
up to 9.99% upon and effective after sixty-one (61) days prior notice to
the Company. The Holder may allocate which of the equity of the Company
deemed beneficially owned by the Holder shall be included in the 4.99%
amount described above and which shall be allocated to the excess above
4.99%.
10. Registration Rights. The Company and initial Holder of this
Warrant entered into a subscription agreement dated as of July 27, 2005
("PRIOR SUBSCRIPTION AGREEMENT"). The Holder is hereby granted the
registration rights vis-{a`}-vis the Warrant Shares as set forth in
Section 11.1(ii) of such Prior Subscription Agreement. The relevant terms
of the Prior Subscription Agreement are incorporated herein by this
reference.
11. Warrant Agent. The Company may, by written notice to the
Holder of the Warrant, appoint an agent (a "WARRANT AGENT") for the
purpose of issuing Common Stock on the exercise of this Warrant pursuant
to Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case
may be, shall be made at such office by such Warrant Agent.
12. Transfer on the Company's Books. Until this Warrant is
transferred on the books of the Company, the Company may treat the
registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
13. Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such
other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur or (c) three business days after
deposited in the mail if delivered pursuant to subsection (ii) above. The
addresses for such communications shall be: (i) if to the Company to:
South Texas Oil Company, 000 Xxxxxxx 00 X., Xxxxxxx, Xxxxx 00000, Fax:
(000) 000-0000, with an additional copy by telecopier only to: Xxx X.
Xxxxxx, Xx., Esq., Corporate Legal Solutions, 0 Xxxxxxx'x Xxxxx,
Xxxxxxxxxx, XX 00000-0000, Fax: (000) 000-0000, and (ii) if to the
Holder, to the addresses and telecopier number set forth in the first
paragraph of this Warrant, with an additional copy by telecopier only to:
Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 X. Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000, Attention: Xxxx X. Xxxx, Fax: (000) 000-0000.
14. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. This Warrant shall be
construed and enforced in accordance with and governed by the laws of New
York. Any dispute relating to this Warrant shall be adjudicated in New
York County in the State of New York. The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect
any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of
any other provision.
* * * * *
#
IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.
SOUTH TEXAS OIL COMPANY
By:
Name:
Title:
Witness:
60634320
EXHIBIT A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO: SOUTH TEXAS OIL COMPANY
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable
box):
___ ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.
The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):
___ $__________ in lawful money of the United States; and/or
___ the cancellation of the Warrant to the extent necessary, in accordance with
the formula set forth in Section 2, to exercise this Warrant with respect to
the maximum number of shares of Common Stock purchasable pursuant to the
cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to
whose address is
The undersigned represents and warrants that the representations and warranties
in Section 4 of the Subscription Agreement (as defined in this Warrant) are
true and accurate with respect to the undersigned on the date hereof.
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), or pursuant to an exemption
from registration under the Securities Act.
Dated:___________________
___________________________________
(Signature must conform to name of holder
as specified on the face of the Warrant)
___________________________________
___________________________________
___________________________________
(Address)
EXHIBIT B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of South Texas Oil Company to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
South Texas Oil Company with full power of substitution in the premises.
Transferees Percentage TransferredNumber Transferred
Dated: _______________________________
(Signature must conform to name of
holder as specified on the face
of the Warrant)
Signed in the presence of:
(Name)
(address)
(address)
ACCEPTED AND AGREED:
[TRANSFEREE]
(Name)
