Contract
Exhibit 10.5
NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH
SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES.
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Warrant
No.
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CSW-__
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Number
of Shares: _________
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Warrant
Date:
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June 26, 2018
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WARRANT
FOR THE PURCHASE OF
COMMON
STOCK
1. Issuance. For
value received, the receipt of which is hereby acknowledged by
PEDEVCO Corp., a Texas corporation (the “Company”),
_______________________________, or
registered assigns (the “Holder”), is hereby granted
the right to purchase, at any time until the close of business on
June 25, 2021 (the
“Expiration Date”), _____________________________________
(______), subject to
adjustment upon certain events, fully paid and nonassessable shares
of the Company’s Common Stock, par value US$0.001 per share
(the “Common Stock”), at an exercise price of
US$0.328 per share (the
“Exercise Price”).
2. Procedure
for Exercise. Upon surrender of this Warrant with
the annexed Notice of Exercise Form duly executed, together with
payment in cash of the Exercise Price for the shares of Common
Stock purchased, the Holder shall be entitled to receive a
certificate or certificates for the shares of Common Stock so
purchased. This Warrant may be exercised in whole or in part.
On any such partial exercise, provided
the Holder has surrendered the original Warrant, the Company will
issue and deliver to the order of the Holder a new Warrant of like
tenor, in the name of the Holder, for the whole number of shares of
Common Stock for which such Warrant may still be exercised. Any
fractional shares shall be rounded up to the nearest whole
share.
3. Reservation
of Shares. The Company hereby agrees that at all
times during the term of this Warrant there shall be reserved for
issuance upon exercise of this Warrant such number of shares of
Common Stock as shall be required for issuance upon exercise hereof
(the “Warrant Shares”). Any shares issuable upon
exercise of this Warrant will be duly and validly issued, fully
paid, non-assessable and free of all liens and charges and not
subject to any preemptive rights and rights of first
refusal.
4. Mutilation
or Loss of Warrant. Upon receipt by the Company
of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or
destruction) receipt of reasonably satisfactory indemnification,
and (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will execute and deliver a new warrant of
like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.
5. No
Rights as Shareholder. The Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder of the
Company, either at law or in equity, and the rights of the Holder
are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.
6. Effect
of Certain Transactions
6.1 Adjustments
for Stock Splits, Stock Dividends Etc. If the
number of outstanding shares of Common Stock of the Company are
increased or decreased by a stock split, reverse stock split, stock
dividend, stock combination, recapitalization or the like, the
Exercise Price and the number of shares purchasable pursuant to
this Warrant shall be adjusted proportionately so that the ratio of
(i) the aggregate number of shares purchasable by exercise of this
Warrant to (ii) the total number of shares outstanding immediately
following such stock split, reverse stock split, stock dividend,
stock combination, recapitalization or the like shall remain
unchanged, and the aggregate purchase price of shares issuable
pursuant to this Warrant shall remain unchanged.
6.2 Expiration
Upon Certain Transactions. If at any time the
Company plans to sell all or substantially all of its assets or
engage in a merger or consolidation of the Company in which the
Company will not survive and in which holders of the Common Stock
will receive consideration at or above the Exercise Price, as
adjusted (other than a merger or consolidation with or into a
wholly- or partially-owned subsidiary of the Company), the Company
will give the Holder of this Warrant advance written notice. Upon
the occurrence of any such event, this Warrant shall automatically
be deemed to be exercised in full without any action required on
the part of the Holder.
6.3 Adjustments
for Reorganization, Mergers, Consolidations or Sales of
Assets. If at any time there is a capital
reorganization of the Common Stock (other than a recapitalization,
combination, or the like provided for elsewhere in this Section 6)
or merger or consolidation of the Company with another corporation
(other than one covered by Section 6.2), or the sale of all or
substantially all of the Company’s properties and assets to
any other person, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made so that the Holder
shall thereafter be entitled to receive upon exercise of this
Warrant (and only to the extent this Warrant is exercised), the
number of shares of stock or other securities or property of the
Company, or of the successor corporation resulting from such merger
or consolidation or sale, to which a holder of Common Stock, or
other securities, deliverable upon the exercise of this Warrant
would otherwise have been entitled on such capital reorganization,
merger, consolidation or sale. In any such case, appropriate
adjustments shall be made in the application of the provisions of
this Section 6 (including adjustment of the Exercise Price then in
effect and number of Warrant Shares purchasable upon exercise of
this Warrant) which shall be applicable after such
events.
7. Transfer
to Comply with the Securities Act. This Warrant
has not been registered under the Securities Act of 1933, as
amended, (the “Securities Act”) and has been issued to
the Holder for investment and not with a view to the distribution
of either this Warrant or the Warrant Shares. Neither this Warrant
nor any of the Warrant Shares or any other security issued or upon
exercise of this Warrant may be sold, transferred, pledged or
hypothecated in the absence of an effective registration statement
under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under
the Act. Each certificate for this Warrant, the Warrant Shares and
any other security issued or issuable upon exercise of this Warrant
shall contain a legend in form and substance satisfactory to
counsel for the Company, setting forth the restrictions on transfer
contained in this Section.
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8. Notices. Any
notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally or sent by
certified, registered or express mail, postage pre-paid. Any such
notice shall be deemed given when so delivered personally, or if
mailed, two days after the date of deposit in the United States
mails, as follows:
If to
the Company, to:
0000
Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX
00000
Attention:
Chief Executive Officer and General Counsel
With a
copy to:
The
Loev Law Firm, PC
0000
Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx
00000
Attention: Xxxxx X.
Xxxx, Esq.
If to
the Holder, to his address appearing on the Company’
records.
Any
party may designate another address or person for receipt of
notices hereunder by notice given to the other parties in
accordance with this Section.
9. Supplements
and Amendments; Whole Agreement. This Warrant may
be amended or supplemented only by an instrument in writing signed
by the Company and the Holder hereof. This Warrant contains the
full understanding of the parties hereto with respect to the
subject matter hereof, and there are no representations,
warranties, agreements or understandings other than expressly
contained herein.
10. Governing
Law. This Warrant shall be deemed to be a
contract made under the laws of the State of Texas and for all
purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed
entirely within such State. Any action brought by either party
against the other concerning the transactions contemplated by this
Warrant shall be brought only in the state courts of Texas or in
the federal courts located in Xxxxxx County, Texas. The parties to
this Warrant hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert
any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens. Each party hereby irrevocably waives personal
service of process and consents to process being served in any
suit, action or proceeding in connection with this Warrant by
mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Warrant and agrees
that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other
manner permitted by law.
11. Counterparts. This
Warrant may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but
one and the same instrument.
12. Descriptive
Headings. Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and
shall not control or affect the meaning or construction of any of
the provisions hereof.
13. Assignability. This
Warrant or any part hereof may only be hereafter assigned by the
Holder to an affiliate thereof executing documents reasonably
required by the Company. Any such assignment shall be binding on
the Company and shall inure to the benefit of any such
assignee.
[Remainder of the page intentionally left blank; signature page
follows.]
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IN
WITNESS WHEREOF, the parties hereto have executed this Warrant as
of the Warrant Date set forth above.
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By:
______________________________________
Name:
Xxxxx X. Xxxxxxxxxx
Title:
President and CEO
HOLDER:
_________________________________________
By:
______________________________________
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Name:
____________________________________
Title:
_____________________________________
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NOTICE OF EXERCISE OF WARRANT
The
undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant dated as of ______________________, to
purchase _____________ shares of the Common Stock of PEDEVCO Corp.,
and tenders herewith payment in accordance with the first paragraph
of Section 2 of the Warrant, pursuant to the provisions of Section
2 of the Warrant.
Please
deliver the stock certificate to:
______________________________________
______________________________________
______________________________________
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Dated:
___________________
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By:_______________________
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