EXHIBIT 4.14
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("U.S. SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN EXEMPTION THEREFROM.
HEDGING TRANSACTIONS INVOLVING THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
U.S. SECURITIES ACT.
UNLESS PERMITTED UNDER SECURITIES LEGISLATIONS, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM
ISSUE DATE].
Right to Purchase up to [*] Shares of Common Stock of
PACIFIC ENERGY RESOURCES LTD.
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
Certificate No.[_____] Number of Warrants: [*]
Issue Date: [_________]
VOID AFTER 5:00 P.M. LOCAL TIME, [THREE YEARS FROM ISSUE DATE]
PACIFIC ENERGY RESOURCES LTD., a corporation organized under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that, for value
received, NAME & ADDRESS or its assigns (the "HOLDER"), is entitled, subject to
the terms set forth below, to purchase from the Corporation (as defined herein)
from and after the Issue Date of this Common Stock Purchase Warrant ("WARRANT")
and at any time or from time to time before 5:00 p.m. local time through the
close of business on [THREE YEARS FROM ISSUE DATE] (the "EXPIRATION Date"), up
to [O] fully paid and nonassessable shares of Common Stock (as hereinafter
defined), at the applicable Exercise Price (as defined below) per share. The
number and character of such shares of Common Stock and the applicable Exercise
Price per share are subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term "COMMON STOCK" includes (i) the Corporation's
common stock, par value $0.0001 per share; and (ii) any other
securities into which or for which any of the securities described in
the preceding clause (i) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or
otherwise.
(b) The term "CORPORATION" includes Pacific Energy Resources
Ltd. and any corporation which shall succeed to, or assume the
obligations of, Pacific Energy Resources Ltd. hereunder.
(c) The term "EXCHANGE RATE" means, in relation to any amount
of currency to be converted into U.S. dollars pursuant to this Warrant,
the U.S. dollar exchange rate as published in the Wall Street Journal
from time to time.
(d) The "EXERCISE PRICE" applicable under this Warrant shall
be CAD $1.70 per Common Share (subject to adjustment pursuant to
SECTION 5).
(e) The term "OTHER SECURITIES" refers to any stock (other
than Common Stock) and other securities of the Corporation 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 4 or otherwise.
(f) The term "SUBSCRIPTION AGREEMENT" means the Subscription
Receipt Subscription Agreement between the Corporation and the Holder,
duly accepted by the Corporation on January 25, 2007.
(g) The term "WARRANT AGENT" means Computershare Trust Company
of Canada, or such other warrant agent as may be appointed by the
Corporation pursuant to the Warrant Indenture.
(h) The term "WARRANT INDENTURE" means the warrant indenture,
together with all other instruments supplemental or ancillary thereto,
dated as of December 28, 2006 between the Corporation and the Warrant
Agent.
All other defined terms have the meaning attributed to them in the
Subscription Agreement.
1. EXERCISE OF WARRANT.
--------------------
1.1 NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after the date
hereof through and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery to
the Corporation of this Warrant Certificate, an original copy of an exercise
notice in the form attached hereto as EXHIBIT A (the "SUBSCRIPTION FORM") duly
completed and executed and the satisfaction of the surrender and payment
requirements of SECTION 2, the number of shares of Common Stock of the
Corporation set forth in the Subscription Form, subject to adjustment pursuant
to SECTION 5.
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1.2 FAIR MARKET VALUE. For purposes hereof, the "FAIR MARKET VALUE" of
a share of Common Stock as of a particular date (the "DETERMINATION DATE") shall
mean:
(a) If the Corporation's Common Stock is traded or the Toronto
Stock Exchange ("TSX"), then the average of the U.S. dollar equivalent
(calculated at the prevailing Exchange Rate on each day) of the closing
or last sale price reported for the twenty (20) trading days
immediately preceding the Determination Date.
(b) If the Corporation's Common Stock is not traded on the TSX
but is traded on the Nasdaq Global Select Market, Global Market or
Capital Stock Market (collectively, "NASDAQ"), the American Stock
Exchange ("AMEX") or another national exchange, the average of the
closing or last sale price reported for the twenty (20) trading days
immediately preceding the Determination Date.
(c) If the Corporation's Common Stock is not traded on the
TSX, Nasdaq or AMEX, but is quoted on the NASD OTC Bulletin Board, then
the mean of (i) the average of the closing bid price and (ii) the
average of the closing ask price, in each case reported for the twenty
(20) trading days immediately preceding the Determination Date.
(d) If the Corporation's Common Stock is not publicly traded,
then as the Holder and the Corporation agree or in the absence of
agreement by arbitration in accordance with the rules then in effect 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.
1.3 CORPORATION ACKNOWLEDGMENT. The Corporation will, at the time of
the exercise of the Warrant, upon the request of the Holder 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
Corporation to afford to such Holder any such rights.
1.4 REGISTRATION STATEMENT. The Corporation will prepare and file the
Registration Statement (defined in the Subscription Agreement) in accordance
with the terms of the Registration Rights Agreement attached to the Subscription
Agreement.
1.5 LEGENDS.
(a) Each certificate for Common Stock issued upon exercise of
this Warrant shall bear the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("U.S. SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S.
SECURITIES ACT OR PURSUANT TO AN EXEMPTION THEREFROM. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE U.S. SECURITIES ACT."
-3-
and
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE
TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, PRIOR TO [THE DATE THAT IS
FOUR MONTHS AND ONE DAY FROM ISSUE DATE] THE SAID SECURITIES CANNOT BE
TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY
TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX
PRIOR TO SUCH DATE."
(b) If shares of Common Stock are issued to a Canadian resident upon
exercise of this Warrant prior to [THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM
ISSUE DATE], each certificate for such shares of Common Stock shall, in addition
to the legend in SECTION 1.5(a), bear the following legend:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR
MONTHS AND ONE DAY FROM ISSUE DATE]."
2. PROCEDURE FOR EXERCISE.
-----------------------
2.1 APPOINTMENT OF WARRANT AGENT. The principal office of the Warrant
Agent in the Cities of Vancouver, British Columbia and Xxxxxxx, Xxxxxxx, have
been appointed the warrant agent to receive subscriptions for Common Shares and
payments from the Holder on exercise of this Warrant Certificate. This Warrant
Certificate, the duly completed and executed Subscription Form and a certified
or official bank check shall be deemed to be surrendered to the Warrant Agent
only upon personal delivery thereof or, if sent by post or other means of
transmission, upon receipt thereof by the Warrant Agent at the offices specified
above. If mail is used for delivery of a Warrant Certificate, for the protection
of the Holder, registered mail should be used and sufficient time should be
allowed to avoid the risk of late delivery.
2.2 DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. The Corporation
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder as the owner of record of such shares
as of the close of business on the date on which the duly completed and executed
Subscription Form, this Warrant Certificate and payment for such shares shall
have been received by the Corporation in accordance herewith. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) business days thereafter, the Warrant Agent upon the
Corporation instruction and at the Corporation's 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, 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
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which such Holder shall be entitled on such exercise. As to any fraction of a
share that the Holder of one or more Warrants, the rights under which are
exercised in the same transaction, would otherwise be entitled to purchase upon
such exercise, the Corporation shall pay to such Holder an amount in cash equal
to such fraction multiplied by the Fair Market Value of one share of Common
Stock on the date of exercise. Following a partial exercise of this Warrant
prior to the Expiration Date, the Warrant Agent shall cancel this Warrant
Certificate and, within five business days, execute and deliver to the Holder a
new Warrant Certificate of like tenor covering the remaining balance of the
shares of Common Stock subject to this Warrant Certificate.
2.3 EXERCISE. Payment may be made by certified or official bank check
payable to the order of the Corporation equal to the applicable aggregate
Exercise Price, for the number of Common Shares specified in such Subscription
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 in accordance with
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.
2.4 REPRESENTATION. The Holder of this Warrant has represented to the
Corporation that it is acquiring this Warrant for its own account and not with a
view toward, or for resale in connection with, the public sale or distribution
of this Warrant or the underlying shares of Common Stock, except pursuant to
sales registered or exempted under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). The Holder of this Warrant further represented that as of the
Issue Date, the Holder was an "accredited investor" as that term is defined in
Rule 501(a)(3) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act, and if a Canadian resident, is also an
"accredited investor" as that term is defined in National Instrument 45-106.
Upon exercise of this Warrant, the Holder shall, if requested by the
Corporation, confirm in writing, in a form satisfactory to the Corporation,
representations concerning the shares of Common Stock underlying this Warrant,
in substantially the form of the first sentence of this SECTION 2.4.
3. WARRANT INDENTURE.
------------------
This Warrant Certificate represents warrants of the Corporation issued
or issuable under the provisions of the Warrant Indenture, to which reference is
hereby made for particulars of the rights of the holders of the Warrant
Certificates, the Corporation and the Warrant Agent in respect thereof and the
terms and conditions upon which the Warrants represented hereby are issued and
held, all to the same effect as if the provisions of the Warrant Indenture were
herein set forth in full, to all of which the Holder by acceptance hereof
assents, it being expressly understood that the provisions of the Warrant
Indenture and this Warrant Certificate are for the sole benefit of the
Corporation, the Warrant Agent and the Warrantholders. A copy of the Warrant
Indenture may be obtained on request without charge from the Warrant Agent at
000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0,
Attn: Manager, Corporate Trust, telephone: (000) 000-0000.
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4. EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE PRICE.
-------------------------------------------------------------
4.1 REORGANIZATION, CONSOLIDATION, MERGER, ETC. If at any time or from
time to time, the Corporation (a) effects a reorganization, (b) consolidates
with or merges into any other person, or (c) transfers all or substantially all
of its properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Corporation, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Corporation 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 5.
4.2 DISSOLUTION. In the event of any dissolution of the Corporation
following the transfer of all or substantially all of its properties or assets,
the Corporation, concurrently with any distributions made to holders of its
Common Stock, shall at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder of this Warrant pursuant to SECTION 4.1, or
if the Holder also instructs the Corporation, to a bank or trust company
specified by the Holder as trustee for the Holder (the "TRUSTEE").
4.3 CONTINUATION OF TERMS. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this SECTION 4, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and 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 such stock or other securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Corporation, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in SECTION 5. If this
Warrant does not continue in full force and effect after the consummation of the
transactions described in this SECTION 4, then the Corporation's securities and
property (including cash, where applicable) receivable by the Holder of this
Warrant will be delivered to the Holder or the Trustee as contemplated by
SECTION 4.2.
5. EXTRAORDINARY EVENTS REGARDING COMMON STOCK.
--------------------------------------------
If the Corporation (a) issues additional shares of the Common Stock as
a dividend or other distribution on outstanding Common Stock or any preferred
stock issued by the Corporation, (b) subdivides its outstanding shares of Common
Stock, or (c) combines its outstanding shares of the Common Stock into a smaller
number of shares of the Common Stock, then, in each such event, the Exercise
Price shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Exercise Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
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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 Exercise Price then in effect. The Exercise 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 5. The number of
shares of Common Stock that the Holder of this Warrant shall thereafter, on the
exercise hereof as provided herein 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 5) be
issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this SECTION 5)
be in effect, and (b) the denominator is the Exercise Price in effect on the
date of such exercise.
6. CERTIFICATE AS TO ADJUSTMENTS.
------------------------------
In each case of any adjustment or readjustment in the shares of Common
Stock (or Other Securities) issuable on the exercise of the Warrant as provided
for in SECTION 4 OR 5 above, the Corporation 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
Corporation for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Exercise 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 Corporation will forthwith mail or cause to be mailed a copy of
each such certificate to the Holder of this Warrant and any warrant agent of the
Corporation.
6.1 RESOLUTION OF QUESTIONS. If any question arises with respect
to the adjustments provided in SECTIONS 4, 5 OR 6 above, such
question shall be conclusively determined by the Corporation's
auditors or, if they are unable or unwilling to act, by such
firm of chartered accountants as is appointed by the
Corporation and is acceptable to the Warrant Agent. Such
accountants shall have access to all necessary records of the
Corporation and such determination shall be binding upon the
Corporation, the Warrant Agent and the Warrantholders.
6.2 ADDITIONAL ACTIONS. As a condition precedent to the taking of
any action which would require an adjustment in any of the
rights under the Warrant Indenture, the Corporation will take
any action which may, in the opinion of counsel to the
Corporation, be necessary in order that the Corporation, or
any successor to the Corporation or successor to the
undertaking or assets of the Corporation, will be obligated to
and may validly and legally issue all the Common Shares,
Warrants or other securities or property which the
Warrantholders would be entitled to receive thereafter on the
exercise thereof in accordance with the provisions hereof.
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6.3 NOTICE TO WARRANT AGENT. With respect to the certificate
referred to in SECTION 6, at least ten (10) days before the
earlier of the effective date of or record date for any event
referred to in SECTION 4 OR 5 that requires or might require
an adjustment in any of the rights under the Warrant
Indentures, the Corporation will:
(i) file with the Warrant Agent a Certificate of the
Corporation specifying the particulars of such event
and, to the extent determinable, any adjustment
required and the computation of such adjustment; and
(ii) give notice to the Warrantholders of the particulars
of such event and, to the extent determinable, any
adjustment required.
Such notice need only set forth such particulars as have been determined at the
date such notice is given. If any adjustment for which such notice is given is
not then determinable, promptly after such adjustment is determinable the
Corporation will:
(iii) file with the Warrant Agent a Certificate of the
Corporation showing the computation of such
adjustment; and
(iv) give notice to the Warrantholders of such adjustment.
Where a notice pursuant to this SECTION 6 has been given, the Warrant Agent
shall be entitled to act and rely on any adjustment calculation of the
Corporation or of the Corporation's auditors.
7. RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT.
-----------------------------------------------------------
The Corporation will at all times reserve and keep available, solely
for issuance and delivery on the exercise of this Warrant, shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of this
Warrant.
8. 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") in whole or in part. On the surrender for exchange of
this Warrant, with the Transferor's endorsement in the form of EXHIBIT B (the
"TRANSFEROR ENDORSEMENT FORM"), together with evidence reasonably satisfactory
to the Corporation demonstrating compliance with applicable securities laws in a
manner consistent with the restrictive legend on this Warrant, the Warrant Agent
at the Corporation's expense (but with payment by the Transferor of any
applicable transfer taxes), will cause to be issued and delivered to or on the
order of the Transferor thereof a new Warrant 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.
-8-
9. REPLACEMENT OF WARRANT.
-----------------------
On receipt of evidence reasonably satisfactory to the Warrant Agent and
the Corporation 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 and surety bond reasonably satisfactory in
form and amount to the Warrant Agent and the Corporation, the Warrant Agent at
the Holder's expense and Holder's payment of charges of the Corporation and the
Warrant Agent, will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
10. EXERCISE RESTRICTIONS.
----------------------
10.1 LIMITATION ON NUMBER OF SHARES ISSUABLE. Notwithstanding anything
contained herein to the contrary, the rights represented by this Warrant shall
not be exercisable by the Holder and the Corporation shall not give effect to
any such exercise, if and solely to the extent that after giving effect to such
exercise, the Holder, together with any person or company acting jointly or in
concert with the Holder with respect to the voting of voting securities of the
Corporation (the "JOINT ACTORS") would in the aggregate directly or indirectly
own or exercise control or direction over the voting of that number of voting
securities of the Corporation (not including shares subject to a warrant as to
which no notice of exercise and corresponding payment has been delivered) that
is 19.99% or greater of the total issued and outstanding voting securities of
the Corporation after giving effect to such exercise.
10.2 PROVISION OF OFFICER'S CERTIFICATE. Prior to exercising the rights
represented by this Warrant, the Holder shall provide the Corporation with an
officer's certificate stating the number of voting securities of the Corporation
held by the Holder and its Joint Actors, if any, as of the date provided for in
the exercise notice (the "OFFICER'S CERTIFICATE") and the Corporation shall be
entitled to rely on the Officer's Certificate in making any determinations
regarding the total issued and outstanding voting securities of the Corporation
to be held by the Holder and its Joint Actors, if any, after giving effect to
the exercise. The execution of the Subscription Form by the Holder will suffice
as the Holder's acknowledgement of compliance with such exercise limits as set
forth in this SECTION 10.
11. TRANSFER ON THE CORPORATION'S BOOKS.
------------------------------------
Until this Warrant is transferred on the books of the Corporation, the
Corporation may treat the registered Holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.
12. NOTICES, ETC.
-------------
All notices and other communications from the Corporation to the Holder
of this Warrant shall be delivered by ordinary surface or air mail, postage
prepaid, addressed to the Holder or delivered at their respective address
appearing on the register of Holders.
13. MISCELLANEOUS.
--------------
Notwithstanding any provision to the contrary contained in this
Warrant, no Common Stock will be issued pursuant to the exercise of this Warrant
if the issuance of such securities may constitute a violation of the securities
laws of any applicable jurisdiction. This Warrant and any term hereof may be
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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 GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED
BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF CALIFORNIA OR IN
THE FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA. The Holder and the
Corporation shall submit to the jurisdiction of such courts and waive trial by
jury. Notwithstanding the foregoing, the performance or discharge by the Warrant
Agent of any of its rights, powers, duties or responsibilities under the Warrant
Indenture shall be construed only in accordance with the laws of the Province of
British Columbia and the federal laws of Canada applicable therein. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. If any provision of this Warrant is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of this
Warrant. 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 hereof.
IN WITNESS WHEREOF, the Corporation has executed this Warrant as of the
date first written above.
PACIFIC ENERGY RESOURCES LTD.
By: ____________________________
P.C. Xxxxxx, Director
This Warrant is one of the Warrant Certificates referred to in the
Warrant Indenture dated December 28, 2006 between the Corporation and the
undersigned, as Warrant Agent.
COMPUTERSHARE TRUST COMPANY OF
CANADA
By:______________________________
Name:____________________________
Title:___________________________
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