EXHIBIT 4.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE SEPTEMBER 10, 2004.
WARRANT TO PURCHASE
COMMON STOCK OF
OLYMPIC RESOURCES LTD.
Date of Issuance: September 9, 2003
This certifies that, for value received, OLYMPIC RESOURCES LTD., a Wyoming
corporation ("Olympic"), grants to XXXXX XXXXXXX, an individual residing in Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (the "Registered Holder"), the right to
subscribe for and purchase from Olympic, at the price of $0.20 USD per share
(the "Exercise Price"), on the date immediately prior to the first anniversary
of the Exercise Commencement Date (the "Automatic Exercise Date"), 450,000
shares (the "Warrant Shares"), of Olympic's common stock, no par value ("Common
Stock"), subject to the provisions and upon the terms and conditions herein set
forth. The Exercise Price and the number of Warrant Shares purchasable upon
exercise of this Warrant are subject to adjustment from time to time as provided
in Section 4 hereof.
Section 1. Duration and Exercise of this Warrant.
(a) This Warrant shall be exercisable by the Registered Holder, in whole,
before 5:00 p.m., Houston time on the Automatic Exercise Date.
(b) Upon exercise or surrender of this Warrant on the Automatic Exercise
Date, and upon payment of the Exercise Price multiplied by the number of Warrant
Shares then issuable upon exercise of this Warrant in lawful money of the United
States of America, all as specified upon the terms and conditions contained
herein, Olympic shall promptly issue a certificate for the Warrant Shares issued
upon such exercise and cause such certificate to be delivered either to the
Registered Holder, or to the Escrow Agent, if required pursuant to the
provisions of that certain Escrow Agreement by and among Olympic, the Escrow
Agent, the Registered Holder and Xxxxxxx Xxxxxxxxx (the "Escrow Agreement").
(c) On the Automatic Exercise Date, this Warrant shall automatically be
exercised and certain deferred compensation owing to the Registered Holder
pursuant to the provisions of the that certain Consulting Agreement by and
between the Registered Holder and Olympic shall be applied in full payment of
the Aggregate Exercise Price (as defined hereunder) to Olympic.
(d) This Warrant shall only be exercisable in its entirety for the number
of Warrant Shares that are issuable hereunder.
Section 2. Mutilated or Missing Warrant Certificate. If this Warrant shall
be mutilated, lost, stolen or destroyed, upon request by the Registered Holder,
Olympic will issue, in exchange for and upon cancellation of the mutilated
Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new
Warrant, in substantially the form of this Warrant, of like tenor, but, in the
case of loss, theft or destruction, only upon receipt of evidence reasonably
satisfactory to Olympic of such loss, theft or destruction of this Warrant and,
if requested by Olympic, indemnity or bond also reasonably satisfactory to it.
Section 3. Reservation and Issuance of Warrant Shares; Suspension of
Exercise. Olympic will not be required to reserve and keep available for
issuance upon the exercise of this Warrant shares of Common Stock until such
time as Olympic holds a meeting of its stockholders at which there is approved
either (i) an increase in the number of authorized shares of Common Stock to a
number sufficient to satisfy such exercise or (ii) a combination of the
outstanding shares of Common Stock into a smaller number of shares such that the
number of remaining authorized and unissued shares of Common Stock is sufficient
to satisfy such exercise. Further, Olympic shall be permitted to suspend the
exercise of this Warrant by any holder hereof until such time as such a meeting
of its stockholders shall have occurred and such additional shares or,
alternatively, such combination of shares, shall have been authorized. At all
times after such a meeting of, and approval by, its stockholders, Olympic shall
be required to have authorized, and shall reserve and keep available, free from
preemptive rights, for the purpose of enabling it to satisfy any obligation to
issue Warrant Shares upon the exercise of the rights represented by this
Warrant, the number of Warrant Shares deliverable upon exercise of this Warrant.
Section 4. Adjustments of Exercise Price and Warrant Shares.
(a) The Exercise Price and number of Warrant Shares that may be purchased
hereunder are subject to change or adjustment from time to time as hereinafter
provided.
(b) Subdivisions or Combinations of Stock. In case Olympic shall at any
time subdivide the outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
be proportionately reduced and the number of Warrant Shares shall be
proportionately increased; and conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Shares shall be proportionately decreased.
(c) Adjustments for Consolidation, Merger, Sale of Assets, Reorganization,
etc. In case Olympic (i) consolidates with or mergers into any other corporation
and is not the continuing or surviving corporation of such consolidation or
merger, or (ii) permits any other corporation to consolidate with or merge into
Olympic and Olympic is the continuing or surviving corporation but, in
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connection with such consolidation or merger, the Common Stock is changed into
or exchanged for stock or other securities of any other corporation or cash or
any other assets, or (iii) transfers all or substantially all of its properties
and assets to any other corporation, or (iv) effects a capital reorganization or
reclassification of the capital stock of Olympic in such a way that holders of
Common Stock shall be entitled to receive stock, securities, cash and/or assets
with respect to or in exchange for Common Stock, then, and in each such case,
proper provision shall be made so that, upon the basis and upon the terms and in
the manner provided in this subsection (c), the Registered Holder, upon the
exercise of this Warrant at any time after the consummation of such
consolidation, merger, transfer, reorganization or reclassification, shall be
entitled to receive (at the aggregate Exercise Price in effect for all shares of
Common Stock issuable upon such exercise immediately prior to such consummation
as adjusted to the time of such transaction), in lieu of shares of Common Stock
issuable upon such exercise prior to such consummation, the stock and other
securities, cash and/or assets to which such holder would have been entitled
upon such consummation if the Registered Holder had so exercised this Warrant
immediately prior thereto (subject to adjustments subsequent to such corporate
action as nearly equivalent as possible to the adjustments provided for in this
Section).
Section 5. No Rights or Liabilities as a Stockholder. The Registered Holder
shall not be entitled to vote or be deemed the holder of Common Stock or any
other securities of Olympic which may at any time be issuable on the exercise
hereof, nor shall anything contained herein be construed to confer upon the
holder of this Warrant, as such, the rights of a stockholder of Olympic or the
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or
subscription rights or otherwise, until the Automatic Exercise Date shall have
occurred and then only with respect to the Warrant Shares purchased pursuant to
such exercise. No provision of this Warrant, in the absence of affirmative
action by the Registered Holder hereof to purchase shares of Common Stock, and
no mere enumeration herein of the rights and privileges of the Registered
Holder, shall give rise to any liability of such holder for the Exercise Price
or as a stockholder of Olympic, whether such liability is asserted by Olympic or
by creditors of Olympic.
Section 6. No Fractional Warrant Shares. Olympic shall not be required to
issue fractions of Warrant Shares upon exercise of the Warrant or to distribute
certificates which evidence fractional Warrant Shares.
Section 7. Transfer Restrictions; Registration of the Warrant and Warrant
Shares.
(a) Neither the Warrant nor the Warrant Shares have been registered under
the Act. The Registered Holder, by acceptance hereof, represents that it is
acquiring this Warrant to be issued to it for its own account and not with a
view to the distribution thereof, and agrees not to sell, transfer, pledge or
hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant
Shares unless a registration statement is effective for this Warrant or the
Warrant Shares under the Act or, in the opinion of such Registered Holder's
counsel reasonably satisfactory to Olympic, a copy of which opinion shall be
delivered to Olympic, such transaction is exempt from the registration
requirements of the Act.
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(b) The sale, transfer, pledge or hypothecation of this Warrant or the
underlying Warrant Shares are subject to the terms and conditions of the Escrow
Agreement.
(c) Subject to the provisions of the following paragraph of this Section 7,
any Certificate for Warrant Shares (issued at Olympic's discretion) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF THAT CERTAIN ESCROW AGREEMENT, DATED
AS OF SEPTEMBER 9, 2003, AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE THEREWITH.
(d) The restrictions and requirements set forth in the foregoing paragraphs
shall apply with respect to Warrant Shares unless and until such Warrant Shares
are sold or otherwise transferred in compliance with the Escrow Agreement, and
pursuant to an effective registration statement under the Act or are otherwise
no longer subject to the restrictions of the Act, at which time Olympic agrees
to promptly cause the appropriate restrictive legend to be removed and, if
appropriate, stop transfer restrictions applicable to such Warrant Shares to be
rescinded.
Section 8. Notices. All notices, requests, demands and other communications
relating to this Warrant shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by United States certified or
registered first-class mail, postage prepaid, return receipt requested, to the
parties hereto at the following addresses or at such other address as any party
hereto shall hereafter specify by notice to the other party hereto:
If to the Registered Holder of this Warrant or the holder of the Warrant
Shares, addressed to the address of such Registered Holder or holder as set
forth on books of Olympic or otherwise furnished by the Registered Holder or
holder to Olympic.
If to Olympic, addressed to:
Olympic Resources Ltd.
c/o Whittier Energy Company
0000 Xx Xxxxxx Xxxx
Xxxxxxxx, XX 00000 XXX
Attention: Xxxxx Xxxxxx, Vice President
Telefax: (000) 000-0000
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If to the Registered Holder, addressed to:
Xx. Xxxxx Xxxxxxx
0000 Xxxxx Xxxx
Xxxx Xxxxxxxxx, X.X., X0X0X0
Telefax: (000) 000-0000
Section 9. Binding Effect. This Warrant shall be binding upon and inure to
the sole and exclusive benefit of Olympic, its successors and assigns, and the
holder or holders from time to time of this Warrant and the Warrant Shares.
Section 10. Survival of Rights and Duties. This Warrant shall terminate and
be of no further force and effect at 5:00 p.m., Houston time, on the Automatic
Exercise Date, when all purchase rights evidenced hereby have been exercised.
Section 11. Governing Law. This Warrant shall be construed in accordance
with and governed by the laws of the State of Nevada.
Section 12. Section Headings. The Section headings in this Warrant are for
purposes of convenience only and shall not constitute a part hereof.
Section 13. Amendment or Waiver. This Warrant and any term hereof may be
amended, waived, discharged or terminated only by and with the written consent
of Olympic and the holder of this Warrant.
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IN WITNESS WHEREOF, Olympic has caused this Warrant to be executed by its
officer thereunto duly authorized as of the date hereof.
OLYMPIC RESOURCES LTD.:
By
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Xxxxx Xxxxxxx, President
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