Execution Copy
Exhibit 10.1
------------
FORECLOSURE-RELATED AGREEMENT
THIS FORECLOSURE-RELATED AGREEMENT (the "Agreement") is made and
entered into as of April 30, 2008, by and among Petrol Oil and Gas, Inc., a
Nevada corporation ("POIG"), Neodesha Pipeline, Inc., a Nevada corporation
("Neodesha"), Coal Creek Pipeline, Inc., a Nevada corporation ("Coal Creek,"
POIG, Neodesha and Coal Creek are collectively referred to as "Petrol"), LV
Administrative Services, Inc. ("LV"), administrative and collateral agent for
Laurus Master Fund, Ltd. ("Laurus"), Valens Offshore SPV I, Ltd. ("Valens
Offshore"), Valens U.S. SPV I, LLC ("Valens US"), Calliope Capital Corporation
("Calliope") and Pallas Production Corp. ("Pallas", and together with, Laurus,
Valens Offshore, Valens US and Calliope, the "Holders").
RECITALS:
WHEREAS, Petrol has outstanding obligations owing to Holders under that
certain (i) Secured Convertible Term Note, dated October 28, 2004, in the
principal amount of $8,000,000 issued by Petrol to Laurus and subsequently
assigned in full to Pallas (as amended, restated, modified and/or supplemented
from time to time, the "Note A"), (ii) Secured Term Note, dated October 31,
2005, in the principal amount of $10,000,000, issued by Petrol to Laurus and
subsequently assigned in part to Valens US, Valens Offshore and Calliope (as
amended, restated, modified and/or supplemented from time to time, the "Note
B"), (iii) Secured Term Note, dated March 31, 2006, in the principal amount of
$5,000,000 issued by Petrol to Laurus and subsequently assigned in full to
Calliope (as amended, restated, modified and/or supplemented from time to time,
the "Note C") and (iv) Secured Term Note, dated May 26, 2006, in the principal
amount of $10,000,000 issued by Petrol to Laurus and subsequently assigned in
full to Calliope (as amended, restated, modified and/or supplemented from time
to time, the "Note D" , and collectively with Note A, Note B and Note C, the
"Notes", and all other obligations of Petrol associated therewith (the
"Outstanding Obligations"); and
WHEREAS, Petrol acknowledges, ratifies and confirms that, all of the
terms, conditions, representations and covenants contained in the Loan Documents
(as defined below) are in full force and effect and shall remain in full force
and effect after giving effect to the execution and effectiveness of the this
Agreement, subject to the releases and other terms and conditions set forth
herein; and
1
Execution Copy
WHEREAS, Petrol acknowledges, ratifies and confirms that the defined
term " Outstanding Obligations", includes, without limitation, all obligations
and liabilities of Petrol and its subsidiaries under this Agreement and the Loan
Documents (as defined below) to LV and each Holder (including interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, whether or not a claim for
post-filing or post-petition interest is allowed or allowable in such
proceeding), whether now existing or hereafter arising, direct or indirect,
liquidated or unliquidated, absolute or contingent; and
WHEREAS, the Outstanding Obligations are secured by various mortgages
and other fixed and mixed assets and real and personal property pursuant to
security and other agreements (collectively with the Notes, the "Loan
Documents") covering assets or other rights to which Petrol has rights (all such
assets, rights and collateral, collectively, the "Collateral"), a portion of
which are assets and rights referred to as the "Petrol-Neodesha Project,"
located in Neosho and Xxxxxx Counties, Kansas, consisting of, among other
Collateral, mortgages, and real, personal property and fixed and mixed assets
used in connection with the Petrol-Neodesha Project, and shall include, without
limitation, all undeveloped Neodesha sites and all gas gathering systems and
other rights relating to the Petrol-Neodesha Project (collectively, the
"Neodesha Collateral"); and
WHEREAS, there is presently due and owing to the Holders as of April
30, 2008, the aggregate principal sum of $26,605,296.16 under the Notes, which,
together with accrued interest and accrued default fees thereon and certain
costs and expenses of the Holders total, as of the date hereof, $35,730,434.08
and which amount is owed to the Holders; and
WHEREAS, on April 9, 2008, LV delivered to Petrol a letter
asserting certain events of default under the Loan Documents and related
documents and accelerating the indebtedness pursuant to the terms thereof
(collectively, the "Designated Defaults"); and
WHEREAS, Petrol acknowledges the occurrence and the continuance of the
Designated Defaults, and by reason of the existence of the Designated Defaults,
the Holders have full legal right to exercise their rights and remedies under
the Loan Documents, such remedies include, but are not limited to, the right to
foreclose on the Neodesha Collateral; and
WHEREAS, Petrol and Holder desire to conduct an orderly foreclosure of
the Neodesha Collateral subject to the terms and conditions set forth herein.
AGREEMENT
In consideration of the foregoing Recitals, the mutual promises and
covenants contained herein, LV, the Holders and Petrol agree as follows:
1. Intention to Foreclose.
(a) LV and the Holders hereby provide notice of their intention
to institute foreclosure proceedings with respect to the Outstanding
Obligations and the Neodesha Collateral, and Petrol acknowledges that
2
Execution Copy
it has no basis to defend, nor object to, such proceedings and Petrol
shall refrain from unduly delaying, and it will reasonably assist, LV
and the Holders in the expeditious completion of the judicial
foreclosure proceedings and the resulting public judicial foreclosure
sale (the "Foreclosure Sale"). LV and the Holders agree to proceed
without undue delay (attributable to them) to the Foreclosure Sale. In
the event LV, the Holders or any affiliate of LV or the Holders
acquire the Neodesha Collateral at the Foreclosure Sale, the Neodesha
Collateral shall be taken in full satisfaction of all Outstanding
Obligations as of the date of Foreclosure Sale.
(b) Holders would bid the entire amount of the Outstanding
Obligations plus all accrued interest and other sums due and owing
from Petrol to LV and the Holders at the Foreclosure Sale or otherwise
ensure that there is no deficiency judgment or other sums of money due
and owing from Petrol to the Holders (or their successors and assigns)
following the Release Date (as defined below).
(c) Petrol agrees that it shall not contest Holders' foreclosure
proceedings with respect to the Foreclosure Sale and acknowledges that
it has no basis to defend, nor object to, such proceedings and that it
is in the best interests of Petrol to consent to the foreclosure
referred to herein and to refrain from unduly delaying such
proceedings. Petrol shall take all necessary steps to facilitate the
Foreclosure Sale.
2. Release of Non-Neodesha Collateral. On the later of the date
of consummation of the Foreclosure Sale and the date upon which the
judgment for judicial foreclosure of the Neodesha Collateral becomes
final and non-appealable (the "Release Date"), LV and the Holders
shall release Petrol of all remaining amounts due and owing to the
Holders, including the Outstanding Obligations, and properties subject
to a mortgage or security interest pledged to the Holders (other than
the Neodesha Collateral) will be released by the Holders, and LV and
the Holders shall immediately deliver to Petrol each of the originally
executed Notes and each originally executed Prior Warrant (as defined
below) for cancellation. By way of further assurances, LV and the
Holders shall take all steps, and execute and deliver forthwith upon
demand by Petrol all documents, reasonably necessary to effect the
foregoing releases. Petrol will be responsible for preparation of the
documents, together with any filing fees or other official charges
related thereto.
3. Mutual Releases.
(a) Effective on the Release Date, and without any further action
by the parties hereto, Petrol, on behalf of itself and its
subsidiaries and affiliates, hereby releases, remises, acquits and
discharges LV and the Holders and their respective employees, agents,
representatives, consultants, attorneys, fiduciaries, servants,
officers, directors, managers, members, partners, predecessors,
successors and assigns, subsidiary corporations, parent corporations,
related corporate divisions, investment funds and affiliates (all of
the foregoing hereinafter called the "Laurus Released Parties"), from
any and all actions and causes of action, judgments, executions,
suits, debts, claims, demands, liabilities, obligations, damages and
expenses of any and every character, known or unknown, direct and/or
indirect, at law or in equity, of whatsoever kind or nature,
3
Execution Copy
heretofore arising, for or because of any matter or things done,
omitted or suffered to be done by any of the Laurus Released Parties
prior to and including the date of execution hereof, and in any way
directly arising out of or in any way connected to the Collateral, the
Notes, this Agreement, the Loan Documents and the Outstanding
Obligations (all of the foregoing hereinafter called the "Laurus
Released Matters"). Petrol acknowledges that the agreements in this
paragraph are intended to be in full satisfaction of all or any
alleged injuries or damages arising in connection with the Laurus
Released Matters. Petrol acknowledges, represents and warrants to LV
and the Holders that it has not purported to transfer, assign or
otherwise convey any right, title or interest of such Petrol in any
Laurus Released Matter to any other person and that the foregoing
constitutes a full and complete release of all Laurus Released
Matters.
(b) Effective on the Release Date, and without any further action
by the parties hereto, and in addition to the releases set forth in
Section 2, above, LV and each Holder hereby releases, remises, acquits
and discharges Petrol and its employees, agents, representatives,
consultants, attorneys, fiduciaries, servants, officers, directors,
partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, and related corporate divisions
(all of the foregoing hereinafter called the "Petrol Released
Parties"), from any and all actions and causes of action, judgments,
executions, suits, debts, claims, demands, liabilities, obligations,
damages and expenses of any and every character, known or unknown,
direct and/or indirect, at law or in equity, of whatsoever kind or
nature, heretofore arising, for or because of any matter or things
done, omitted or suffered to be done by any of the Petrol Released
Parties prior to and including the date of execution hereof, and in
any way directly arising out of or in any way connected to the
Neodesha Collateral, the Notes, this Agreement, and the Loan Documents
and the Outstanding Obligations (all of the foregoing hereinafter
called the "Petrol Released Matters"). LV and each Holder acknowledges
that the agreements in this paragraph are intended to be in full
satisfaction of all or any alleged injuries or damages arising in
connection with the Petrol Released Matters. LV and each Holder
acknowledges, represents and warrants to Petrol that it has not
purported to transfer, assign or otherwise convey any right, title or
interest of such party in any Petrol Released Matter to any other
person and that the foregoing constitutes a full and complete release
of all Petrol Released Matters.
4. Overriding Royalty Interests. Effective on the Release Date,
the Holders shall reassign to Petrol the three percent (3%) overriding
royalty interest in the mineral leases located at Petrol's Coal Creek
Project, and thereafter Holders shall, upon demand by Petrol, transfer
to Petrol any other interest Holders may have in any non-Neodesha
Collateral, whether real, personal, fixed or mixed, owned by Petrol,
on the Release Date.
5. Operating/Services Agreement. If and only if LV, any Holder or
any affiliate of LV or the Holders acquires the Neodesha Collateral at
the Foreclosure Sale (the "Laurus-Valens Acquiring Party"), the
Laurus-Valens Acquiring Party and Petrol intend to enter into an
operating/servicing agreement pursuant to which Petrol shall continue
to operate such properties on behalf of the Laurus-Valens Acquiring
4
Execution Copy
Party. Such agreement would become effective only if there is a
Laurus-Valens Acquiring Party and shall be effective on the date of
consummation of the Foreclosure Sale ( the "Sale Date"). Within thirty
(30) days of the date hereof, the parties hereto will negotiate in
good faith for the purpose of entering into an operating/services
agreement for this purpose, which agreement would include usual and
customary terms and conditions for the provision of well and lease
operating services.
6. Warrants. Effective on the Release Date, all warrants for the
purchase of securities of Petrol issued to Holders in connection with
the Outstanding Obligations that are issued and outstanding on the
Release Date (the "Prior Warrants") shall be cancelled and replaced
with warrants to purchase an aggregate of 1,000,000 shares of common
stock of Petrol at an initial exercise price of $0.20, in the form
attached hereto as Exhibit A.
7. Block Account Agreement. Reference is made to that certain
letter agreement, dated October 28, 2004, by and among Petrol, the
Holders and Cornerstone Bank ("Bank"), as amended by that certain
letter dated November 5, 2007, and further amended by that certain
letter agreement, dated April 21, 2008 (the "Block Account
Agreement"). All proceeds derived from oil and gas production on or
after the Sale Date from the Neodesha Collateral, whether or not
deposited in the Bank bank account to which the Block Account
Agreement applies, and the $75,000.00 minimum balance under the Block
Account Agreement shall be property of the Holders, free and clear of
all security interests, liens and encumbrances, and shall be promptly
remitted by Petrol to LV, on behalf of the Holders. LV and the Holders
will not give Bank a Payment Direction Notice (as defined in the Block
Account Agreement) on or prior to the Sale Date.
8. Representations and Warranties. Petrol hereby represents and
warrants to LV and Holders as follows:
(a) Corporate Power; Authorization. Petrol has the corporate
power, and has been duly authorized by all requisite corporate action,
to execute and deliver this Agreement and to perform its obligations
hereunder and thereunder. This Agreement has been duly executed and
delivered by Petrol.
(b) Enforceability. This Agreement is the legal, valid and
binding obligation of Petrol, enforceable against Petrol in accordance
with its terms.
(c) No Violation. Petrol's execution, delivery and performance of
this Agreement does not and will not (i) violate any law, rule,
regulation or court order to which Petrol is subject; or (ii) conflict
with or result in a breach of Petrol's organizational documents or any
agreement or instrument to which Petrol is party or by which it or its
properties are bound.
9. Representations and Warranties. LV and the Holders hereby
represent and warrant to Petrol as follows:
(a) Corporate Power; Authorization. LV and each Holder has the
corporate or company power, and has been duly authorized by all
requisite corporate or company action, to execute and deliver this
5
Execution Copy
Agreement and to perform its obligations hereunder and thereunder.
This Agreement has been duly executed and delivered by LV and the
Holders.
(b) Enforceability. This Agreement is the legal, valid and
binding obligation of LV and the Holders, enforceable against LV and
the Holders in accordance with its terms.
(c) No Violation. The execution, delivery and performance of this
Agreement by LV and the Holders does not and will not (i) violate any
law, rule, regulation or court order to which LV or any Holder is
subject; or (ii) conflict with or result in a breach of the
organizational documents of LV and the Holders or any agreement or
instrument to which LV or any Holders is party or by which it or its
properties are bound.
10. Bankruptcy Considerations. For purposes hereof, the term
"Proceeding" shall mean any case, suit, or proceeding or other action
for relief, protection, reorganization, liquidation, dissolution or
similar relief for debtors under any local, state, federal or other
insolvency law or laws providing relief for debtors including, but not
limited to a voluntary or involuntary petition under Title 11 of the
United States Code (the "Bankruptcy Code"). Petrol agrees that in the
event Petrol or any of its subsidiaries shall commence, or be the
subject of, any Proceeding (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of
a receiver, trustee, custodian or other similar official for it or for
all or any substantial part of its assets, or shall make a general
assignment for the benefit of its creditors, or (C) seeking issuance
of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets, or an order of
relief is granted, then, in consideration of the promises provided in
this Agreement and other good and valuable consideration, the receipt
and sufficiency of which Petrol acknowledges, Petrol agrees as
follows:
(a) Prohibition Against Financing or Use of Cash Collateral. This
Agreement, without modification, shall be deemed to be a stipulation
among LV, the Holders and Petrol providing that Petrol is not entitled
to continued financing hereunder of under the Loan Documents, the use
of cash collateral or "priming" financing in any manner, unless
consented to in writing by the LV and the Holders, in their sole and
absolute discretion, and approved by an order of the United States
Bankruptcy Court in such Proceeding (the "Bankruptcy Court"). In the
event that LV and the Holders consent to continued financing pursuant
to 11 U.S.C. ss. 364 of the Bankruptcy Code, Petrol agrees that Petrol
shall cooperate in and shall not in any way resist having this
Agreement, become and be fully incorporated in an order entered by the
Bankruptcy Court. Such Order shall incorporate all the terms provided
by this Agreement.
6
Execution Copy
(b) Relief From Automatic Stay. LV and the Holders shall be
entitled at all times to relief from the automatic stay under Section
362 of the Bankruptcy Code, any stay or other form of creditor
restraint imposed under Section 105 or any other section of the
Bankruptcy Code or any other stay or creditor restraint imposed under
any other Proceeding, any of which would adversely impact the rights
and remedies that are available to LV and the Holders under this
Agreement and the Loan Documents. Petrol, to the fullest extent
permitted by law, knowingly, willingly, irrevocably and
unconditionally consent to such relief and hereby irrevocably and
unconditionally waive their right to object to the foregoing relief.
Notwithstanding any other provision in the U.S Bankruptcy Code to the
contrary, Petrol agrees that if a voluntary or involuntary bankruptcy
petition is filed by or against Petrol (the "Bankruptcy Case"), in the
Bankruptcy Case, Petrol will not contest a motion for relief from the
automatic stay filed by LV or Holders pursuant to 11 U.S.C. ss. 362 to
enforce its rights with respect to the Neodesha Collateral. Petrol
fully understands and acknowledges that this Agreement represents a
final attempt to resolve the financial problems of Petrol and that
this Agreement is made conditioned on Petrol's agreement to permit the
lifting of the automatic stay in the Bankruptcy Case as set forth
herein. Petrol further acknowledges that it does not have, and does
not expect to have, any equity in the Neodesha Collateral, and that
the Neodesha Collateral is not, and is not expected to be, necessary
to an effective reorganization within the meaning of 11 U.S.C. ss.
362(d).
(c) Waiver of Supplemental Stay. Petrol shall not assert or
request any other party to assert that the automatic stay provided by
Section 362 of the Bankruptcy Code or any other stay or creditor
restraint imposed by any other Proceeding shall operate or be
interpreted to stay, prevent, interdict, condition, reduce or inhibit
the ability of LV and the Holders to enforce any rights they have by
virtue of this Agreement or the Loan Documents or any other rights
they have, whether now or subsequently acquired, against Petrol or any
of it subsidiaries. Petrol shall not seek a supplemental stay or any
other relief, whether injunctive or otherwise pursuant to Section 105
of the Bankruptcy Code or any other provision of the Bankruptcy Code,
or any provision of any other Proceeding to stay, prevent, interdict,
condition, reduce or inhibit the ability of LV and the Holders to
enforce any rights they have by virtue of this Agreement or the Loan
documents, whether now or hereafter acquired, against Petrol or any of
its subsidiaries.
11. Waiver of Redemption Rights. To the fullest extent permitted
by applicable law, Petrol hereby waives all redemption rights, if any,
respecting the Neodesha Collateral and agrees not to insist upon, or
plead, or in any manner whatsoever claim or take any benefit or
advantage of, any stay or extension or moratorium law, and any
exemption from execution or sale of the Neodesha Collateral.
12. Conduct of Operations of Neodesha Collateral. Petrol
covenants and agrees that, between the date of this Agreement and the
Release Date, except as contemplated by this Agreement or as required
by law, or LV shall otherwise consent in writing, which consent shall
not be unreasonably withheld or delayed, the operation of the Neodesha
Collateral shall be conducted only in, and Petrol shall not take any
action except in, the ordinary course of business and in a manner
consistent with past practice, and Petrol will use its commercially
reasonable efforts to preserve substantially intact the Neodesha
7
Execution Copy
Collateral, to preserve the present relationships of Petrol with
customers, clients, suppliers and other persons with which Petrol has
significant business relations and to maintain in full force and
effect all permits and licenses necessary for the conduct of the
business of operating the Neodesha Collateral. Petrol further
covenants and agrees that on the first day of each month, commencing
May 1, 2008, it will provide monthly revenue, operating and general
expense statements to LV relating to the operations of the
Petrol-Neodesha Project.
13. Effect and Construction of Agreement. Except as expressly
provided herein, the Loan Documents shall remain in full force and
effect in accordance with their respective terms, and this Agreement
shall not be construed to:
(a) impair the validity, perfection or priority of any lien or
security interest securing the Loans Documents;
(b) waive or impair any rights, powers or remedies of the Holders
under the Loan Documents prior to the Release Date; or
(c) make any additional loans or other extensions of credit to
Petrol.
This Agreement shall be construed without regard to any presumption or rule
requiring that it be construed against the party causing this Agreement or any
part hereof to be drafted.
14. Expenses. Each party shall pay its costs, fees and expenses
(including attorneys' fees) incurred in connection with the
negotiation, preparation, administration and enforcement of this
Agreement, provided, in the event of a breach of this Agreement, the
prevailing party, if any, may recover reasonable attorneys' fees as
additional damages; provided, however, Petrol acknowledges that,
pursuant to the Loan Documents, the costs and expenses of LV's and the
Holder's legal counsel will be added to the amount of the Outstanding
Obligations.
15. 8-K Filing. Petrol hereby agrees to, no later than five (5)
days after the date hereof, file a current report on Form 8-K
disclosing the potential public Foreclosure Sale and the other
transactions set forth in this Agreement.
16. Miscellaneous.
(a) Further Assurance. If any further action is reasonably
necessary to carry out the purposes of this Agreement or the
transactions contemplated by this Agreement, the proper officers of
Petrol, LV and the Holders shall execute such other and further
documents and instruments and take such further action as any party
hereto may reasonably request.
(b) Benefit of Agreement. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto,
their respective successors and assigns. No other person or entity
shall be entitled to claim any right or benefit hereunder, including,
without limitation, the status of a third-party beneficiary of this
Agreement.
8
Execution Copy
(c) Entire Agreement. This Agreement, together with the Loan
Documents, constitutes the entire agreement and understanding among
the parties relating to the subject matter hereof, and supersedes all
prior proposals, negotiations, agreements and understandings relating
to such subject matter. In entering this Agreement, the parties hereto
acknowledge that they are relying on no statement, representation,
warranty, covenant or agreement of any kind made by any other party
hereto or any employee or agent of such party, except as expressly
provided for herein.
(d) Severability. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such justification, be ineffective to the
extent of such invalidity or enforceability without in any manner
affecting the validity or enforceability of such provision in any
other jurisdiction or the remaining provisions of this Agreement in
any jurisdiction.
(e) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the
State of New York, without regard to the choice of law principles of
such state.
(f) Counterparts; Telecopied Signatures. This Agreement may be
executed in any number of counterparts and by different parties to
this Agreement on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. Any signature delivered by a
party by facsimile transmission shall be deemed to be an original
signature hereto.
(g) Notices. Any notices with respect to this Agreement shall be
given in the manner provided for in the Loan Documents, except that
notices to Petrol shall be made to the following addresses:
Petrol Oil and Gas, Inc.
00000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxx, Chief Executive Officer
with a copy to:
Xxxxxxx Xxxxxxxx Xxxxxx LLP
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
(h) Amendment. No amendment, modification, rescission, waiver or
release of any provision of this Agreement shall be effective unless
the same shall be in writing and signed by the parties hereto.
[signatures on following pages]
9
Execution Copy
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PETROL OIL AND GAS, INC.
By: /s/
----------------------------------------------
Xxxxx Xxxx, Chief Executive Officer
NEODESHA PIPELINE, INC.
By: /s/
----------------------------------------------
Xxxxx Xxxx, Chief Executive Officer
COAL CREEK PIPELINE, INC.
By: /s/
----------------------------------------------
Xxxxx Xxxx, Chief Executive Officer
LV ADMINISTRATIVE SERVICES, INC.,
as Agent
By: /s/
----------------------------------------------
Name:
Title:
10
Execution Copy
LAURUS MASTER FUND, LTD.
By: Laurus Capital Management, LLC,
its investment manager
By: /s/
----------------------------------------------
Name:
Title:
VALENS OFFSHORE SPV I, LTD.
By: Valens Capital Management, LLC,
its investment manager
By: /s/
----------------------------------------------
Name:
Title:
VALENS U.S. SPV I, LLC
By: Valens Capital Management, LLC,
its investment manager
By: /s/
----------------------------------------------
Name:
Title:
CALLIOPE CAPITAL CORPORATION
By: Laurus Capital Management, LLC,
its investment manager
By: /s/
----------------------------------------------
Name:
Title:
11
Execution Copy
PALLAS PRODUCTION CORP.
By: Laurus Capital Management, LLC,
its investment manager
By: /s/
----------------------------------------------
Name:
Title:
12
EXHIBIT A
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
Right to Purchase up to __________ Shares of Common Stock of
Petrol Oil and Gas, Inc.
(subject to adjustment as provided herein)
FORM OF COMMON STOCK PURCHASE WARRANT
No. _________________ Issue Date: ________, 2008
Petrol Oil and Gas, Inc., a corporation organized under the laws of the
State of Nevada (the "Company"), hereby certifies that, for value received,
___________________, or assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company (as defined herein) from and
after the Issue Date of this Warrant and at any time or from time to time before
5:00 p.m., New York time, through the close of business , 2008 (the "Expiration
Date"), up to __________ fully paid and non-assessable shares of Common Stock
(as hereinafter defined), $0.01 par value per share, at the applicable Exercise
Price per share (as defined below). 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) Common Stock" means (i) the Company's Common Stock, par value
$0.01 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) "Company" means Petrol Oil and Gas, Inc. and any person or
entity which shall succeed, or assume the obligations of, Petrol Oil
and Gas, Inc. hereunder.
(c) "Exercise Price" means a price of $0.20 per share, subject to
adjustment as provided herein.
(d) "Other Securities" means any stock (other than Common Stock)
and other securities of the Company or any other person (corporate or
otherwise) which the Holder at any time shall be entitled to receive,
or shall have received, on the exercise of this 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.
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 of an original or fax copy of an exercise notice in the form attached
hereto as Exhibit A (the "Exercise Notice"), shares of Common Stock of the
Company, subject to adjustment pursuant to Section 4.
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 Company's Common Stock is traded on the American Stock
Exchange or another national exchange or is quoted on the National or
Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), 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 the American
Stock Exchange or another national exchange or on the Nasdaq but is
traded on the NASD Over The Counter Bulletin Board, then the mean of
the average of the closing bid and asked 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 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.
(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 this Warrant are outstanding at
the Determination Date.
1.3 Company Acknowledgment. The Company will, at the time of the exercise of
this Warrant, upon the request of the Holder acknowledge in writing its
continuing obligation to afford to the Holder any rights to which the Holder
shall continue to be entitled after such exercise in accordance with the
2
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 the Holder any such rights.
1.4 Trustee for Warrant Holders. In the event that a bank or trust
company shall have been appointed as trustee for the Holder 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.
2. Procedure for Exercise.
2.1 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 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 in accordance herewith. 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, 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 the Holder (upon
payment by the 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 non-assessable shares of Common Stock
(or Other Securities) to which the Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which the Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which the Holder is entitled upon
such exercise pursuant to Section 1 or otherwise.
2.2 Exercise.
(a) Payment may be made either (i) in cash by wire transfer of
immediately available funds or by certified or official bank check
payable to the order of the Company equal to the applicable aggregate
Exercise Price, (ii) by delivery of this Warrant, or shares of Common
Stock and/or Common Stock receivable upon exercise of this Warrant in
accordance with the formula set forth in subsection (b) below, or
(iii) by a combination of any of the foregoing methods, for the number
of shares of Common Stock specified in such Exercise Notice (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) Notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one share of Common Stock is greater than the
Exercise 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
3
Warrant (or the portion thereof being exercised) by surrender of this
Warrant at the principal office of the Company together with the
properly endorsed Exercise Notice 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 this Warrant or, if only a portion of this
Warrant is being exercised, the portion of this
Warrant being exercised (at the date of such
calculation)
A = the Fair Market Value of one share of the
Company's Common Stock (at the date of such
calculation)
B = the Exercise Price per share (as adjusted to the
date of such calculation)
[Notwithstanding anything to the contrary set forth in Section 2.2(a)
above, to the extent that a registration statement registering all the
shares of Common Stock of the Company issuable upon exercise of this
Warrant has been declared effective by the Securities and Exchange
Commission and remains effective as of the date of the proposed
exercise set forth in an Exercise Notice, the Holder shall upon such
proposed exercise, make payment to the Company of each respective
Exercise Price set forth in such Exercise Notice in cash by wire
transfer of immediately available funds or by certified or official
bank check only.]
3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.
3.1 Reorganization, Consolidation, Merger, Etc. If there occurs any
capital reorganization or any reclassification of the Common Stock of the
Company, the consolidation or merger of the Company with or into another person
(other than a merger or consolidation of the Company in which the Company is the
continuing entity and which does not result in any reorganization or
reclassification of its outstanding Common Stock) or the sale or conveyance of
all or substantially all of the assets of the Company to another person, then,
as a condition precedent to any such reorganization, reclassification,
consolidation, merger, sale or conveyance, the Holder will be entitled to
receive upon surrender of this Warrant to the Company (x) to the extent there
are cash proceeds resulting from the consummation of such reorganization,
reclassification, consolidation, merger, sale or conveyance, in exchange for
such Warrant, cash in an amount equal to the cash proceeds that would have been
payable to the Holder had the Holder exercised such Warrant immediately prior to
the consummation of such reorganization, reclassification, consolidation,
merger, sale or conveyance, less the aggregate Exercise Price payable upon
exercise of this Warrant, and (y) to the extent that the Holder would be
entitled to receive Common stock (or Other Securities) (in addition to or in
lieu of cash in connection with any such reorganization, reclassification,
consolidation, merger, sale or conveyance), the same kind and amounts of
securities or other assets, or both, that are issuable or distributable to the
holders of outstanding Common Stock (or Other Securities) of the Company with
4
respect to their Common Stock (or Other Securities) upon such reorganization,
reclassification, consolidation, merger, sale or conveyance, as would have been
deliverable to the Holder had the Holder exercised such Warrant immediately
prior to the consummation of such reorganization, reclassification,
consolidation, merger, sale or conveyance less an amount of such securities
having a value equal to the aggregate Exercise Price payable upon exercise of
this Warrant.
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, 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 pursuant to Section 3.1, or, if the Holder shall so
instruct the Company, to a bank or trust company specified by the Holder and
having its principal office in New York, NY as trustee for the Holder (the
"Trustee").
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 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 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 transactions described in this Section 3, then the Company's
securities and property (including cash, where applicable) receivable by the
Holder will be delivered to the Holder or the Trustee as contemplated by Section
3.2.
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 or any preferred stock issued by
the Company, (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 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 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 4. The number of shares of Common Stock
that the Holder 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 Exercise Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is the
Exercise Price in effect on the date of such exercise (taking into account the
provisions of this Section 4). Notwithstanding the foregoing, in no event shall
the Exercise Price be less than the par value of the Common Stock.
5
5. 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 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 11 hereof).
6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The
Company 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.
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") in whole or in
part. 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 evidence reasonably satisfactory to the
Company demonstrating compliance with applicable securities laws, which shall
include, without limitation, a legal opinion from the Transferor's counsel (at
the Company's expense) that provides that such transfer is exempt from the
registration requirements of applicable securities laws, the Company at its
expense (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 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 this Warrant so surrendered by the
Transferor.
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 will execute and deliver, in lieu thereof, a new Warrant of like tenor.
9. Maximum Exercise. Notwithstanding anything herein to the contrary,
in no event shall the Holder be entitled to exercise any portion of this Warrant
in excess of that portion of this Warrant upon exercise of which the sum of (1)
6
the number of shares of Common Stock beneficially owned by the Holder and its
Affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unexercised portion of this Warrant or the
unexercised or unconverted portion of any other security of the Holder subject
to a limitation on conversion analogous to the limitations contained herein) and
(2) the number of shares of Common Stock issuable upon the exercise of the
portion of this Warrant with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the Holder and its
Affiliates of any amount greater than 9.99% of the then outstanding shares of
Common Stock (whether or not, at the time of such exercise, the Holder and its
Affiliates beneficially own more than 9.99% of the then outstanding shares of
Common Stock). As used herein, the term "Affiliate" means any person or entity
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms
are used in and construed under Rule 144 under the Securities Act of 1933, as
amended. For purposes of the second preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise
provided in clause (1) of such sentence. For any reason at any time, upon
written or oral request of the Holder, the Company shall within one (1) business
day confirm orally and in writing to the Holder the number of shares of Common
Stock outstanding as of any given date. The limitations set forth herein (may be
waived by the Holder upon provision of no less than sixty-one (61) days prior
written notice to the Company; provided, however, that, such written notice of
waiver shall only be effective if delivered at a time when no indebtedness
(including, without limitation, principal, interest, fees and charges) of the
Company of which the Holder or any of its Affiliates was, at any time, the
owner, directly or indirectly is outstanding..
10. Warrant Agent. The Company may, by written notice to the Holder of
this Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) 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 agent.
11. 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.
12. Rights of Shareholders. No Holder shall be entitled to vote or
receive dividends or be deemed the holder of the shares of Common Stock or any
other securities of the Company which may at any time be issuable upon exercise
of this Warrant for any purpose (the "Warrant Shares"), nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon the
recapitalization, issuance of shares, reclassification of shares, change of
nominal value, consolidation, merger, conveyance or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise,
in each case, until the earlier to occur of (x) the date of actual delivery to
Holder (or its designee) of the Warrant Shares issuable upon the exercise hereof
or (y) the third business day following the date such Warrant Shares first
become deliverable to Holder, as provided herein.
7
13. Notices, Etc. All notices and other communications from the
Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by the Holder from time to time.
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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK 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 NEW YORK OR IN THE FEDERAL
COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY
CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW
YORK. The individuals executing this Warrant on behalf of the Company agree to
submit to the jurisdiction of such courts and waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorneys' fees and costs. In the event that 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. The Company
acknowledges that legal counsel participated in the preparation of this Warrant
and, therefore, stipulates that the rule of construction that ambiguities are to
be resolved against the drafting party shall not be applied in the
interpretation of this Warrant to favor any party against the other party.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
8
IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.
WITNESS: Petrol Oil and Gas, Inc.
By: /s/
----------------------------- -------------------------------
Name:
Title:
9
EXHIBIT A
FORM OF SUBSCRIPTION
(To Be Signed Only On Exercise Of Warrant)
To: [Newco]
_____________________
_____________________
Attention:
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No.____) (the "Warrant"), hereby irrevocably elects to purchase (check
applicable box):
______ ______ shares of the common stock covered by the Warrant; or
______ the maximum number of shares of common stock covered by the
Warrant pursuant to the cashless exercise procedure set forth
in Section 2 of the Warrant.
The undersigned herewith makes payment of the full Exercise Price for
such shares at the price per share provided for in the 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 such portion of the Warrant as is
exercisable for a total of _______ shares of Common Stock
(using a Fair Market Value of $_______ per share for purposes
of this calculation); and/or
______ the cancellation of such number of shares of Common Stock as
is necessary, in accordance with the formula set forth in
Section 2.2 of the Warrant, 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 of the Warrant.
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 all offers and sales by
the undersigned of the securities issuable upon exercise of the 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 [Newco] into 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 [Newco] with
full power of substitution in the premises.
Percentage Number
---------- ------
Transferees Address Transferred Transferred
----------- ------- ----------- -----------
Dated:_______________________ ___________________________________
(Signature must conform to name of
holder as specified on the face of
the Warrant)
Address:___________________________
___________________________
SIGNED IN THE PRESENCE OF:
___________________________________
(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
_____________________________
(Name)
