Contract
180
DAY WARRANT
NEITHER
THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.
COMMON
STOCK PURCHASE WARRANT
TIGA
ENERGY SERVICES, INC.
THIS COMMON STOCK PURCHASE WARRANT (the
"Warrant") certifies
that, for value received, XXXXX XXXX and each permitted transferee of this
Warrant (the "Holder"), is entitled, upon
the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on
or prior to the close of business on December 13, 2010, or One Hundred and
Eighty days from the date hereof (the "Expiration Date"), but not
thereafter, to subscribe for and purchase from TIGA ENERGY SERVICES, INC., a
Texas corporation (the "Company"), up to two hundred
fifty thousand (125,000) shares (the "Warrant Shares") of common
stock, no par value per share, of the Company (the "Common Stock"). The
purchase price of one (1) share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 1(c).
Section
1. Exercise.
(a) Exercise
of Warrant. The Holder shall have the right at any time or from time
to time on or after the Initial Exercise Date and on or before the Expiration
Date to exercise all or any part of this Warrant by (i) delivery to the Company
of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto
(or such other office or agency of the Company as it may designate by notice in
writing to the registered Holder at the address of such Holder appearing on the
books of the Company) together with this Warrant; and (ii) within ten (10)
Business Days of the date said Notice of Exercise is delivered to the Company,
the Company shall have received payment of the aggregate Exercise Price of the
Warrant Shares thereby purchased by wire transfer of immediately available funds
or cashier’s check drawn on a United States bank. Any such exercise shall
be irrevocable.
(b) Expiration
of Warrant. This Warrant shall expire and cease to be of any force or
effect on the Expiration Date.
(c) Exercise
Price. The exercise price at which one (1) Warrant Share shall be
purchasable upon exercise of this Warrant shall be $2.00 (the "Exercise Price").
(d) Mechanics
of Exercise.
i. Delivery
of Certificates Upon Exercise. 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 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, 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 to which such Holder shall
be entitled on such exercise. This Warrant shall be deemed to have
been exercised on the date the Exercise Price is received by the
Company. The Warrant Shares which are subject to an exercise of this
Warrant shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
thereof for all purposes, as of the date the Warrant has been exercised by
payment to the Company of the Exercise Price and all taxes required to be paid
by the Holder, if any, pursuant to Section 1(d)(iv) prior to the issuance of
such shares, have been paid.
ii. Delivery
of New Warrant Upon Partial Exercise. In the event this Warrant is
exercised in part, the Company shall issue a new Warrant, which shall be dated
as of the date of this Warrant, covering the number of Warrant Shares in respect
of which this Warrant that shall not have been
exercised.
iii. No
Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise
be entitled to purchase upon such exercise, the Company shall at its election,
either pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up to the next
whole share.
iv. Charges,
Taxes and Expenses. Certificates representing the shares of Common
Stock to be issued upon the partial or complete exercise of this Warrant shall
be made without charge to the Holder, and the Company shall bear the cost of any
issue or transfer tax or other incidental expense in respect of the issuance of
such certificates, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that this Warrant or the certificates representing
the shares of Common Stock which are issued upon the partial or complete
exercise of this Warrant are to be re-issued in a name other than the name of
the Holder, the Company may require, as a condition to such re-issuance, the
payment of a sum sufficient to reimburse it for any issue or transfer tax
incidental thereto, and the Company shall have first received the original
Warrant or stock certificates which are to be re-issued, along with duly
prepared, executed and certified assignment documentation acceptable to the
Company. Prior to re-issuing this Warrant in a name other than the
Holder, the Company shall have also first received a completed and duly executed
Assignment Form in the form attached hereto.
Section 2. Certain
Adjustments.
(a) Stock
Dividends and Splits. If the Company shall at any time prior to the
expiration of this Warrant subdivide its outstanding Common Stock, by split-up
or otherwise, or combine its outstanding Common Stock, or issue additional
shares of its capital stock in payment of a stock dividend in respect of its
Common Stock, the number of shares issuable on the exercise of the unexercised
portion of this Warrant shall forthwith be proportionately increased in the case
of a subdivision or stock dividend, or proportionately decreased in the case of
a combination, and the Exercise Price then applicable to shares covered by the
unexercised portion of this Warrant shall forthwith be proportionately decreased
in the case of a subdivision or stock dividend, or proportionately increased in
the case of a combination
(b) Reclassifications;
Reorganizations. In case of any reclassification, capital
reorganization, or change of the outstanding shares of Common Stock (other than
as a result of a subdivision, combination or in kind dividend), or in case of
any consolidation of the Company with, or merger of the Company into, another
corporation or other business organization (other than a consolidation or merger
in which the Company is the continuing corporation and which does not result in
any reclassification or change of the outstanding shares of Common Stock), or in
case of any sale or conveyance to another corporation or other business
organization of the property of the Company as an entirety or substantially as
an entirety, at any time prior to the expiration of this Warrant, then, as a
condition of such reclassification, reorganization, change, consolidation,
merger, sale or conveyance, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be
delivered to the holder of this Warrant, so that the holder of this Warrant
shall have the right prior to the expiration of this Warrant to purchase, at a
total price not to exceed the price payable upon the exercise of the unexercised
portion of this Warrant, the kind and amount of securities and property
receivable upon such reclassification, reorganization, change, consolidation,
merger, sale or conveyance by a holder of the number of Warrant Shares issuable
on the unexercised portion of the Warrant which might have been purchased by the
holder of this Warrant immediately prior to such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, and in any
such case appropriate provisions (including without limitation, provisions for
the adjustment of the number of Warrant Shares purchasable upon exercise of this
Warrant) shall thereafter be applicable in relation to any shares of stock, and
other securities and property thereafter deliverable upon exercise
hereof.
2
(c) Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares
of Common Stock issuable on the exercise of this Warrant, 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 this 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 (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 Company will forthwith mail a
copy of each such certificate to the Holder and any Warrant agent of the Company
(appointed pursuant to Section 10 hereof).
Section 3. Transfer of
Warrant.
(a) Transferability. Subject
to compliance with any applicable securities laws and the conditions set forth
in Section 3(c) below, this Warrant and all rights hereunder may be transferred,
in whole or in part. Any such transfer shall occur upon surrender of
this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. A Warrant, if properly assigned in accordance
with the terms and conditions set forth in this Warrant, may be exercised by a
new holder for the purchase of Warrant Shares without having a new Warrant
issued.
(b) New
Warrants. This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject
to compliance with Section 3(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.
(c) Transfer
Restrictions. If, at the time of the surrender of this Warrant in
connection with any transfer of this Warrant, the transfer of this Warrant shall
not be registered pursuant to an effective registration statement under the
Securities Act and under applicable state securities or blue sky laws, the
Company may (except in case of a transfer of this Warrant to an Affiliate or a
gift or contribution for no consideration to a Family Member) require, as a
condition of allowing such transfer that the Holder or transferee of this
Warrant, as the case may be, either (i) furnish to the Company’s transfer agent,
a written opinion of counsel (which opinion shall be in form, substance and
scope customary for opinions of counsel in comparable transactions and which
opinion shall be at the expense of Company) to the effect that such transfer may
be made without registration under the Securities Act and under applicable state
securities or blue sky laws or (ii) execute and deliver to the Company an
investment letter in form and substance acceptable to the
Company. For purposes hereof, "Affiliate" means with respect
to a Holder any person or entity which directly or indirectly through one or
more intermediaries controls, is controlled by, or is under common control with,
such Holder and "Family
Member" means with respect to a Holder (i) any lineal descendent or
sibling of such Holder, (ii) any spouse (or significant other) of such Holder or
of a lineal descendent or sibling of such Holder, (iii) any entity a majority of
which is owned by any of the persons listed in (i) or (ii) above and (iv) any
trust for the benefit of the Holder or any of the persons listed in (i) or (ii)
above.
Section 4. Status of Stock Issuable on Exercise
of Warrant. The Company represents that all shares of Common Stock which
may be issued upon the exercise of this Warrant will, when issued and paid for
in accordance with the terms of this Warrant, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issue thereof (other than restrictions imposed by the
applicable laws and taxes in respect of any transfer occurring contemporaneously
with such issue).
3
Section
5. Miscellaneous.
(a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a stockholder of the Company
prior to the exercise hereof in accordance with the terms and conditions set
forth herein.
(b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of:
the loss, theft, destruction or mutilation of this Warrant or, following the
complete or partial exercise of this Warrant, of any stock certificate for
shares of Common Stock, and in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.
(c) 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.
(d) Warrant
Agent. The Company shall serve as warrant agent under this
Warrant. Upon thirty (30) days' notice to the Holder, the Company may
appoint a new warrant agent.
(e) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall
not be a Business Day, then such action may be taken or such right may be
exercised on the next succeeding Business Day.
(f) Authorized
Shares. The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued shares Common
Stock, a sufficient number thereof to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.
(g) Governing
Law. All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be determined in accordance with the
laws of the State of Texas, without regard to its principles of conflicts of
laws.
(h) Nonwaiver
and Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Company’s or the Holder’s rights, powers
or remedies, notwithstanding the fact that all rights hereunder terminate on the
Expiration Date. If the Company or a Holder willfully and knowingly
fails to comply with any provision of this Warrant, which results in any
material damages to the Holder or Company (as the case may be), the breaching
party shall pay to the other party such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the non-breaching
party in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.
(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative
action by Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of Holder, shall give rise to any
liability of Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
(j) Successors
and Assigns. Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be
for the benefit of all holders from time to time of this Warrant that become
holders of this Warrant in compliance with the terms and conditions set forth
herein.
4
(k) Entire
Agreement; Amendment. This Warrant constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and
thereof. Except as expressly provided herein with respect to the
ability of the Company to modify or amend this Warrant, this Warrant may be
modified or amended or the provisions hereof waived with the written consent of
the Company and the Holder.
(l) Notices,
Etc. Any and all notices or other communications or deliveries hereunder shall
be in writing and shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified in this Section, (ii) the business
day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iii) upon actual receipt by the party to whom such notice
is required to be given. The addresses for such communications shall
be: (1) if to the Company, to 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx
00000 or to Facsimile No.: (000) 000-0000, Attention: Chief Financial Officer,
or (ii) if to the Holder, to the Holder at the address or facsimile number
appearing on the Warrant Register or such other address or facsimile number as
the Holder may provide to the Company in accordance with this Section
5(j).
(m) Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.
(n) Headings. The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.
Dated:
June 16, 2010
|
TIGA
ENERGY SERVICES, INC.
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxxxx
|
|
|
Name:
Xxxxxxx
Xxxxxxxx
|
||
| Title: President | ||
5
NOTICE
OF EXERCISE
TO: TIGA
ENERGY SERVICES, INC.
Attention: Chief
Financial Officer
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
(2) Please
issue a certificate or certificates representing the number of Warrant Shares
being purchased hereby, in the name of the undersigned or in such other name as
is specified below:
_______________________________________
_______________________________________
(3) Accredited
Investor. The undersigned is an “accredited investor” as defined in
Regulation D promulgated under the Securities Act of 1933, as amended (together
with the rules and regulations promulgated by the Securities and Exchange
Commission thereunder, the “Securities Act”).
(4) Investment
Experience. The undersigned has sufficient knowledge and experience
in business, financial and investment matters so as to be able to evaluate the
risks and merits of its investment in the Company and it is able financially to
bear the risks thereof.
(5) Company
Information; No General Solicitation. The undersigned had access to
such information regarding the Company and its affairs as is necessary to enable
it to evaluate the merits and risks of an investment in restricted securities of
the Company and has had a reasonable opportunity to ask questions and receive
answers and documents concerning the Company and its current and proposed
operations, financial condition, business, business plans and
prospects. The undersigned has not been offered any of the Warrant
Shares by any means of general solicitation or advertising.
(6) Acquisition
for Own Account. The Warrant Shares being issued to and acquired by
the undersigned are being acquired by it for its account for the purpose of
investment and not with a view to, or for resale in connection with, any
distribution thereof. The undersigned understands that it must bear
the economic risk of such investment indefinitely, and hold the Warrant Shares
indefinitely, unless a subsequent disposition of such shares is registered
pursuant to the Securities Act, or an exemption from such registration is
available. The undersigned further understands that there is no
assurance that any exemption from the Securities Act will be available or, if
available, that such exemption will allow it to dispose of or otherwise transfer
any or all of the Warrant Shares being issued pursuant to this notice under the
circumstances, in the amounts or at the times the undersigned might
propose.
(7) Restricted
Securities. The undersigned understands and acknowledges that none of
the offer, issuance or sale of the Warrant Shares being issued pursuant to this
notice has been registered under the Securities Act in reliance on an exemption
from the registration requirements of the Securities Act. The
undersigned understands and acknowledges that the certificate(s) evidencing the
Warrant Shares will be imprinted with a restrictive legend stating such
restrictions on transfer and that such shares of stock may be subject to
additional restrictions on transfer under state and/or federal securities
laws.
6
|
[SIGNATURE
OF HOLDER]
|
|
|
Name
of Investing Entity:
|
|
|
Signature
of Authorized Signatory of Investing Entity:
|
|
|
Name
of Authorized Signatory:
|
|
|
Title
of Authorized Signatory:
|
|
|
Date:
|
7
ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this form
and supply required information.
Do not
use this form to exercise the warrant.)
FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to
|
whose
address is
|
|||||
|
Dated:
|
______________,
_______
|
||||
|
Holder’s
Signature:
|
|||||
|
Holder’s
Address:
|
|||||
|
Signature
Guaranteed:
|
|||||
NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.
8
