COASTWIDE ENERGY SERVICES, INC.
and
CHEMICAL SHAREHOLDER SERVICES GROUP, INC.
as Warrant Agent
Class B Warrants to Purchase
Approximately 400,000 Shares of Common Stock
Par Value $.01
WARRANT AGREEMENT
Effective as of October 29, 1993
THIS WARRANT AGREEMENT, dated as of September 30, 1993, is made by and
between COASTWIDE ENERGY SERVICES, INC., a Delaware corporation (the "Company"),
and Chemical Shareholder Services Group, Inc., a national banking association,
as warrant agent (the "Warrant Agent"). The Company proposes to issue Class B
warrants, as hereinafter described (the "Warrants"), to purchase up to an
aggregate of approximately 400,000 shares of its common stock, par value $.Ol
per share (the "Common Stock") (the shares of Common Stock issuable in exercise
of the Warrants being referred to herein as the "Warrant Shares").
The Company has requested the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange and replacement of the certificates evidencing the
Warrants (the "Warrant Certificates"), and the exercise of the Warrants.
In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder and hereunder of the Company, the Warrant Agent, the registered
owners of the Warrants (the "Holders"), and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
confirmed, the Company and the Warrant Agent agree as follows:
Section 1 Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with the
instructions set forth in this Agreement, and the Warrant Agent hereby accepts
such appointment.
Section 2 Form of Warrant Certificates. The text of the Warrant
Certificates (and the form of election to purchase Warrant Shares and of
assignment to be printed on the reverse thereof) shall be substantially as set
forth in Exhibit A hereto, and may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may from time to time be listed, or to conform to usage. Warrant
Certificates shall be dated as of the date of issuance thereof by the Warrant
Agent, rather upon initial issuance or upon transfer or exchange, and on their
face shall entitle the holders thereof to purchase one share (for each Warrant)
of Common Stock, but no purchase shall be permitted except with respect to one
share or multiples of one share and the number of such shares and the purchase
price per share shall be subject to adjustment as provided herein.
Pending the preparation of definitive Warrant Certificates, the Company may
execute and the Warrant Agent shall countersign in lieu thereof temporary
Warrant Certificates, substantially in the form of the definitive Warrant
Certificates but with such omissions, insertions and variations as may be
determined to be appropriate by the Board of Directors of the Company.
Temporary Warrant Certificates may be issued with such provisions with respect
to exchanges of temporary Warrant Certificates as may be determined by the Board
of Directors of the Company and may contain such references to provisions of
this Warrant Agreement as may be appropriate. Every temporary Warrant
Certificate shall be executed by the Company and be countersigned by the Warrant
Agent upon the same conditions and in substantially the same manner and with the
like effect as the definitive Warrant Certificates. In the case of the issuance
of temporary Warrant Certificates, the Company shall prepare and execute
definitive Warrant Certificates without unnecessary delay and thereupon any and
all temporary Warrant Certificates may be surrendered in exchange therefor at
the principal office of the Warrant Agent and the Warrant Agent shall
countersign and deliver in exchange for such temporary Warrant Certificates
definitive Warrant Certificates for an equal aggregate number of Warrants as may
be requested by the holders thereof. Until so exchanged, each temporary Warrant
Certificate shall be entitled to the same benefits as a definitive Warrant
Certificate.
Section 3 Counter Signature and Registration. The Warrant Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
President or a Vice President, by manual or facsimile signature, and have
affixed thereto a facsimile of the Company's seal which shall be attested by the
Secretary or an Assistant Secretary of the Company by manual or facsimile
signature. The Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be such officer of the Company before
countersignature by the Warrant Agent and issuance and delivery by the Company,
such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent and issued and delivered with the same force and effect as though the
person who signed such Warrant Certificates had not ceased to be such officer of
the Company.
The Warrant Agent will keep or cause to be kept, at its principal office,
books for registration and transfer of the Warrants issued hereunder. The
Warrants shall be issued in registered form only. The registration books shall
show the names and addresses of the respective Holders, the number of Warrants
evidenced on its face by each of the Warrant Certificates, and the date of each
of the Warrant Certificates. The Company and the Warrant Agent shall be
entitled to treat a Holder as the owner in fact for all purposes of each Warrant
registered in such Holder' s name and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any other
person, and shall not be liable for any registration of transfer of Warrants
that are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is committing a breach of trust in requesting such registration of
transfer, or with such knowledge of such facts that its participation therein
amounts to bad faith.
Section 4 Transfer. The Warrants shall be transferable only on the books of
the Company maintained at the principal office of the Warrant Agent in Dallas,
Texas, upon delivery thereof duly endorsed by the Holder or by his duly
authorized attorney or representative, which endorsement shall be guaranteed by
a commercial bank or a trust company located in the United States or by a member
firm of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or accompanied by proper evidence of
succession, assignment or authority to transfer. In all cases of transfer by an
attorney, the original power of attorney, duly approved, or an official copy
thereof, duly certified, shall be deposited and remain with the Warrant Agent.
In case of transfer by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and remain with the Warrant Agent
in its discretion. Upon any registration of transfer, the Warrant Agent shall
countersign and deliver a new Warrant Certificate or Certificates to the persons
entitled thereto.
Section 5 Exchange of Warrant Certificates. Each Warrant Certificate
may be exchanged at the option of the Holder thereof for another certificate or
certificates entitling the Holder thereof to purchase a like aggregate number of
Warrant Shares as the certificate or certificates surrendered then entitle such
Holder to purchase. Any Holder desiring to exchange a Warrant certificate or
certificates shall make such request in writing delivered to the Warrant Agent,
and shall surrender, properly endorsed, which endorsement shall be guaranteed as
provided in Section 4 hereof if the certificate or certificates are to be issued
other than in the name of the Holder, the certificate or certificates to be so
exchanged at the office of the Warrant Agent in Dallas, Texas. Thereupon, the
Warrant Agent shall countersign and deliver to the person entitled thereto a new
Warrant Certificate or Certificates as the case may be, as so requested.
Section 6 Term of Warrants: Exercise of Warrants.
6.1 Term of Warrants. Subject to the provisions of this Agreement,
each Holder shall have the right at any time prior to 5:00 P.M., Dallas, Texas
time, on December 22, 1996 (the "Expiration Date"), to purchase from the Company
the number of fully paid and nonassessable Warrant Shares that the Holder may at
the time be entitled to purchase on exercise of such Warrants. After the
Expiration Date, any previously unexercised Warrants shall be void and have no
value.
6.2 Exercise of Warrants. A Warrant may be exercised upon surrender to
the Command at the office of the Warrant Agent in Dallas, Texas of the
certificate or certificates evidencing no fewer than the number of Warrants to
be exercised, together with the duly completed and signed form of election to
purchase on the reverse thereof, and upon payment to the Warrant Agent for the
account of the Company of the Warrant Price (as defined in and determined in
accor- dance with the provisions of Section 10 and 11 hereof) for the number of
Warrant Shares in respect of which such Warrants are then exercised. Payment of
the aggregate Warrant Price shall be made in lawful, money of the United States
of America, in cash, by cashier's check, certified check or bank draft payable
to the order of the Company.
Subject to Section 7 hereof, upon such surrender of Warrants and
payment of the Warrant Price, the Company shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of the Holder and in
such name or names as the Holder may designate, a certificate or certificates
for the number of full Warrant Shares so purchased upon the exercise of such
Warrants, together with cash, as provided in Section 12 hereof, in respect of
any fractional Warrant Shares otherwise issuable upon such surrender. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrants
and payment of the Warrant Price; provided, however, that if, at the date of
surrender of such Warrants and payment of such Warrant Price, the transfer books
for the Warrant Shares or other class of stock purchasable upon the exercise of
such Warrants shall be closed, the certificates for the Warrant Shares in
respect of which such Warrants are then exercised shall be issuable as of the
date on which such books shall next be opened (whether before or after the
Expiration Date) and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Shares. The rights of purchase
represented by the Warrants shall be exercisable, at the election of the Holders
thereof, either in full or from time to time in part and, if a certificate
evidencing Warrants is exercised in respect of less than all of the Warrant
Shares purchasable on such exercise at any time prior to the Expiration Date or
earlier redemption of such Warrants, a new certificate evidencing the remaining
Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably
authorized to countersign and to deliver the required new Warrant Certificates
pursuant to the provisions of this Section and of Section 3 hereof and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrant Certificates duly executed on behalf of the Company for such
purpose.
Section 7 Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the issuance of Warrant Shares upon the exercise of
Warrants; provided, however, that the Company shall not be required to pay any
tax or taxes that may be payable in respect of any transfer involved in the
issue or delivery of any Warrant Shares, Warrants or Warrant Certificates in a
name other than that of the registered Holder of Warrants in respect of which
such Warrant Shares are issued, and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid.
Section 8 Mutilated or Missing Warrant Certificates. If any of the
Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company
may in its discretion issue, and the Warrant Agent shall countersign and deliver
in exchange and substitution for and upon cancellation of the mutilated Warrant
Certificate, or in lieu of and substitution for the Warrant Certificate lost,
stolen or destroyed, a new Warrant Certificate of like tenor and representing an
equivalent right or interest: but only upon receipt of evidence satisfactory to
the Company and the Warrant Agent of such loss, theft or destruction of such
Warrant Certificate and a bond or other indemnity satisfactory to them. An
applicant for such a substitute Warrant Certificate shall also comply with such
other reasonable requirements and pay such other reasonable charges as the
Company or the Warrant Agent may prescribe.
Section 9 Reservation of Warrant Shares: Purchase of Warrants.
9.1 Reservation of Warrant Shares. Prior to the issuance of any
Warrants the Company shall reserve, and the Company shall thereafter at all
times keep reserved, free from preemptive rights, out of its authorized Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by the outstanding Warrants. The transfer
agent and every subsequent transfer agent for any shares of the Company's
capital stock issuable upon the exercise of any of the rights of purchase will
be irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be requisite for such purpose. The Company will keep
a copy of this Agreement on file with every transfer agent for any shares of the
Company's capital stock issuable upon the exercise of the Warrants. Each
transfer agent for the Common Stock is hereby irrevocably authorized to cause to
be issued from time to time the stock certificates required to honor outstanding
Warrants upon exercise thereof in accordance with the terms of this Agreement.
The Company will supply such transfer agent with duly executed stock
certificates for such purposes and will provide or otherwise make available any
cash which may be payable as provided in Section 12 hereof. All Warrants
surrendered upon the exercise of the rights thereby evidenced shall be canceled
by the Warrant Agent and shall thereafter be delivered to the Company. Promptly
after the Expiration Date, the Warrant Agent shall certify to the Company the
aggregate number of Warrants then outstanding, and thereafter no shares of
Common Stock shall be subject to reservation in respect of such Warrants.
The Company covenants that all shares issued upon exercise of the
Warrants will, upon issuance in accordance with the terms of this Agreement, be
fully paid and nonassessable and free from all taxes, liens, charges and
security interests created by the Company with respect to the issuance thereof.
9.2 Purchase of Warrants by the Company. The Company shall have the
right, except as limited by law, to contract with individual holders of Warrants
to purchase or otherwise acquire Warrants at such times, in such manner and for
such consideration as may be agreed upon with such holders.
9.3 Cancellation of Warrants. In the event the Company shall purchase
or otherwise acquire Warrants, the same shall thereupon be delivered to the
Warrant Agent and be canceled by the Warrant Agent and retired. The Warrant
Agent shall cancel any Warrant surrendered for exchange, substitution, transfer
or exercise in whole or in part.
Section 1O Warrant Exercise Price. The price per share at which
Warrant Shares shall be purchasable upon exercise of Warrants (the "Warrant
Price") shall be $1.54 per share, subject to adjustment pursuant to Section 11
hereof.
Section 11 Adjustment of Warrant Price and Number of Shares. The
number and kind of securities purchasable upon the exercise of each Warrant, and
the Warrant Price, shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter described.
11.1 Mechanical Adjustments. The number of Warrant Shares purchasable
upon the exercise of each Warrant and the Warrant Price shall be subject to
adjustment as follows.
(a) If the Company shall (i) issue a dividend in, or make a
distribution of, shares of Common Stock to holders of Common Stock, (ii)
subdivide its outstanding shares of Common stock, (iii) combine its outstanding
shares of Common Stock into a small number of shares of Common Stock or (iv)
issue by reclassification of its shares of Common Stock other securities of the
Company, the number of Warrant Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder of each Warrant
shall be entitled to receive the kind and number of Warrant Shares or other
securities of the Company that he would have owned or have been entitled to
receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. Any adjustment made pursuant to this
paragraph (a) shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.
(b) For purposes of any computation under Section 12 and paragraph (e)
of this Section, the current or closing market price per share of Common Stock
at any date shall be the average of the daily closing prices for 15 consecutive
trading days commencing 20 trading days before the date of such computation.
The closing price for each day shall be the daily closing prices of the Common
Stock as reported on the composite transactions tape for the principal exchanges
on which the Common Stock is listed or admitted to trading (the "Composite
Tape"). The closing price for each day shall be the last sale price regular way
or, in case no such sale takes place on such day, the average of the closing bid
and asked prices regular way, in either case as reported on the Composite Tape,
or, if the Common Stock is not reported on the Composite Tape, on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or if the Common Stock is not listed or admitted to trading on any
national securities exchange, the average of the highest reported bid and lowest
reported asked prices on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or a similar service if NASDAQ is no
longer reporting such information. Although the Common Stock is not currently
listed on any exchange and is not quoted on NASDAQ, the foregoing provisions
will be applicable if the Common Stock is subsequently so listed or quoted. If
on any date at which determination of the current market price per share of
Common Stock is required the Common Stock is not guoted by any such service, the
current or closing market price per share of the Common Stock on such date shall
be determined by the Board of Directors of the Company on the basis of such
quotations or other information as it in good faith considers appropriate or
such other relevant evidence as may be appropriate under the circumstances, and
such determination, if made in good faith, shall be binding upon all Holders.
(c) No adjustment in the number of Warrant Shares purchasable hereunder
shall be required unless such adjustment would require an increase or decrease
of at least one percent (1%) in the number of Warrant Shares purchasable upon
the exercise of each Warrant; provided, however, that any adjustments that by
reason of this paragraph (c) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
shall be made to the nearest one-thousandth of a share.
(d) Whenever the number of Warrant Shares purchasable upon the exercise
of each Warrant is adjusted as provided in paragraph (a) of this Section, the
Warrant Price payable upon exercise of each Warrant shall be adjusted by
multiplying such Warrant Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and the denominator of which shall be the number of Warrant Shares
so purchasable immediately thereafter.
(e) If the Company shall sell and issue shares of Common Stock, or
rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase shares of Common Stock (excluding (i)
shares, rights, options, warrants or convertible or exchangeable securities
issued in any of the transactions described in paragraph (a) above, (ii) shares
issuable upon exercise of stock options or shares of Common Stock granted or to
be granted to employees or directors of the Company, (iii) the Warrant Shares or
(iv) shares issued to stockholders of any corporation that is acquired by,
merged into or becomes part of the Company or a subsidiary of the Company in
proportion to their stock holdings of such corporation immediately prior to such
merger, upon such merger) at a price per share of Common Stock (determined, in
the case of such rights, options, warrants or convertible or exchangeable
securities, by dividing (i) the total amount received or receivable by the
Company in consideration of the sale and issuance of such rights, options,
warrants or convertible or exchangeable securities, plus the total consideration
payable to the Company upon exercise, conversion or exchange thereof, by (ii)
the total number of shares of Common Stock covered by such rights, options,
warrants or convertible or exchangeable securities) lower than the then current
Warrant Price in effect immediately prior to such sale and issuance, then the
Warrant Price shall be reduced to a price (calculated to the nearest cent)
determined by dividing (i) an amount equal to the sum of (A) the number of
shares of common Stock outstanding immediately prior to such sale and issuance
multiplied by the then existing Warrant Price, plus (B) the consideration
received by the Company upon such sale and issuance, by (ii) the total number of
shares of Common Stock outstanding immediately after such sale and issuance.
Such adjustment shall be made successively whenever such an issuance is made.
For the purposes of such adjustments, the shares of Common Stock that the holder
of any such rights, options, warrants or convertible or exchangeable securities
shall be entitled to subscribe for or purchase shall be deemed to be issued and
outstanding as of the date of such sale and issuance and the consideration
received by the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants or convertible or
exchangeable securities, plus the consideration or premiums stated in such
rights, options, warrants or convertible or exchangeable securities to be paid
for the shares of Common Stock covered thereby. If the Company shall sell and
issue shares of Common Stock, or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock, for a consideration consisting, in whole or in part, of
property other than cash or its equivalent, then in determining the "price per
share of Common Stock" and the "consideration received by the Company" for
purposes of the first sentence of this paragraph (e), the Board of Directors
shall determine, in its discretion, the fair value of such property, and such
determination, if made in good faith, shall be binding upon all Holders. There
shall be no adjustment of the Warrant Price pursuant to this paragraph (e) if
the amount of such adjustment shall be less than $0.10 per Warrant Share;
provided however, that any adjustments that by reason of this provision are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.
(f) For the purpose of this subsection 11.1, the term "shares of Common
Stock" shall mean (i) the class of stock designated as the Common Stock of the
Company at the date of this Agreement, or (ii) any other class of stock that may
be subsequently designated as the Common Stock of the Company by the Board of
Directors in lieu of the Common Stock as currently constituted. In the event
that at any time, as a result of an adjustment made pursuant to paragraph (a)
above, the Holders shall become entitled to purchase any shares of the Company
other than shares of Common Stock, thereafter the number of such other shares so
purchasable upon exercise of each Warrant and the Warrant Price of such shares
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant
Shares contained in paragraph (a) above, and the provisions of Section 6 and
subsections 11.2 through 11.5, inclusive, with respect to the Warrant Shares,
shall apply on like terms to any such other shares.
11.2 Notice of Adjustment. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant or the Warrant Price of such
Warrant Shares is adjusted as herein provided, the Company shall cause the
Warrant Agent promptly to give written notice (as provided in Section 19 hereof)
of such adjustment or adjustments to each Holder and shall deliver to the
Warrant Agent a certificate from the chief financial officer of the Company
setting forth the number of Warrant Shares purchasable upon the exercise of each
Warrant and the Warrant Price of such War- rant Shares after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made. Such
certificate shall be conclusive evidence of the correctness of such adjustment.
The Warrant Agent shall be entitled to rely on such certificate and shall be
under no duty or responsibility with respect to any such certificate, except to
exhibit the same, from time to time, to any Holder desiring an inspection
thereof during reasonable business hours. The Warrant Agent shall not at any
time be under any duty or responsibility to any Holders to determine whether any
facts exist that may require any adjustment of the Warrant Price or the number
of Warrant Shares or other stock or property purchasable on exercise thereof, or
with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed in making such adjustment.
11.3 No Adjustment for Dividends. Except as provided in subsection
11.1, no adjustment in respect of any dividends paid on shares of any capital
stock of the Company shall be made during the term of a Warrant or upon the
exercise of a Warrant.
11.4 Preservation of Purchase Rights Upon Reclassification.
Consolidation. etc. In case of any consolidation or merger of the Company with
or into another corporation or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company or such successor or purchasing corporation, as the case
may be, shall execute with the Warrant Agent an agreement, satisfactory in form
to the Warrant Agent and executed and delivered to the Warrant Agent, that each
Holder shall have the right thereafter (but prior to the Expiration Date) upon
payment of the Warrant Price in effect immediately prior to such action, to
purchase upon exercise of each Warrant the kind and amount of shares and other
securities and property that he would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had such Warrant been exercised immediately prior to such action. Such
agreement shall provide for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 11 and shall
also provide for the express assumption by any such successor or purchasing
company of the due and punctual performance and observance of each and every
covenant and condition of this Agreement to be performed and observed by the
Company. The Company shall mail by first class mail, postage prepaid, to each
Holder, notice of the execution of any such agreement. The provisions of this
subsection 11.4 shall similarly apply to successive consolidations, mergers,
sales or conveyances. The Warrant Agent shall be under no duty or
responsibility to determine the correctness of any provisions contained in any
such agreement relating either to the kind or amount of shares of stock or other
securities or property receivable upon exercise of Warrants or with respect to
the method employed and provided therein for any adjustments.
11.5 Statement on Warrants. Irrespective of any adjustments in the
Warrant Price or the number or kind of shares purchasable upon the exercise of
the Warrants, Warrant Certificates theretofore or thereafter issued may continue
to express the same price and number and kind of shares as are stated in the
Warrant Certificates initially issuable pursuant to this Agreement.
Section 12 Fractional Interests. The Company shall not be required to
issue fractional Warrant Shares on the exercise of Warrants. If more than one
Warrant shall be presented for exercise in full at the same time by the same
Holder, the number of full Warrant Shares that shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this Section 12,
be issuable in the exercise of any Warrant (or specified portion thereof), the
Company shall calculate and pay an amount in cash equal to the then current
market price per Warrant Share (as defined in Section 11.1(b) above) multiplied
by such fraction.
Section 13 No Rights as Stockholder; Notices to Holders. No holder of
Warrants, as such, shall be entitled to vote on or be deemed the holder of
Common Stock or any other securities of the Company which may at any time be
issuable on the exercise of Warrants for any purpose, nor shall anything
contained in this Agreement be construed to confer upon a Holder, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or give or withhold consent to any corporate action (whether
upon any recapitalization, issue of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger, conveyance
or otherwise) or to receive notice of meetings or other actions affecting
stockholders (except as provided below), or to receive dividends or subscription
rights or otherwise, until the Warrants shall have been exercised and the Common
Stock purchasable upon the exercise thereof shall have become deliverable as
provided in this Agreement. If, however, at any time prior to the expiration of
the Warrants and prior to their exercise, any of the following events shall
occur:
(a) the Company shall declare any dividend payable in any securities
(other than additional shares of Common Stock) upon its shares of Common Stock
or make any distribution (other than a cash dividend) to the holders of its
shares of Common Stock; or
(b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company be any transfer of all or
substantially all the assets of the Company to, or consolidation or merger of
the Company with or into, any other corporation; or
(c) a voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be proposed; then in any one or more of said events, the
Company shall give notice in writing of such event to the Warrant Agent and the
Holders as provided in Section 19 hereof, such giving of notice to be completed
at least 20 days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to such
dividend, or distribution, or for the determination of stockholders entitled to
vote on such reorganization, recapitalization, transfer of assets, consolidation
or merger or on such proposed dissolution, liquidation or winding up. Such
notice shall specify such record date or the date of closing of the transfer
books, as the case may be. Failure to mail such notice or any defect therein or
in the mailing thereof shall not affect the validity of any action taken in
connection with ' such dividend, distribution, or reorganization,
recapitalization, transfer of assets, consolidation or merger or on such
proposed dissolution, liquidation or winding up.
Section 14 Disposition of Proceeds on Exercise of Warrants: Inspection
of Warrant Agreement. The Warrant Agent shall account promptly to the Company
with respect to Warrants exercised and currently pay to the Company all
immediately available funds received by the Warrant Agent for the purchase of
the Warrant Shares through the exercise of such Warrants. The Warrant Agent
shall, upon request of the Company from time to time, deliver to the Company
such complete reports of registered ownership of the Warrants and such complete
records or transactions with respect to the Warrants and the shares of Common
Stock as the Company may request. The Warrant Agent shall also make available
to the Company for inspection by the Company's agents or employees, from time to
time as the Company may request, such original books of accounts and records
maintained by the Warrant Agent in connection with the issuance and exercise of
Warrants hereunder, such inspection to occur at the Warrant Agent's principal
office in Dallas, Texas as specified in Section 19, during normal business
hours.
The Warrant Agent shall keep copies of this Agreement and any notice
given or received hereunder available for inspection by the Holders during
normal business hours at its principal office in Dallas, Texas.
Section 15 Merger or Consolidation or Change of Name of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent shall be a party, or any corporation succeeding to
the corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto provided that such
corporation must be eligible for appointment as a successor Warrant Agent under
the provisions of Section 17 hereof. If at the time such successor to the
Warrant Agent shall succeed to the agency created by this Agreement any of the
Warrants shall have been countersigned but not delivered, any such successor to
the Warrant Agent may adopt the countersignature of the original Warrant Agent
and deliver such Warrants so countersigned; and if at that time any of the
Warrants shall not have been countersigned, any successor to the Warrant Agent
may countersign such Warrants either in the name of the predecessor Warrant
Agent or in the name of the successor Warrant Agent; and in all such cases
Warrants shall have the full force provided in the Warrants and in this
Agreement.
If at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrants shall have been countersigned but not delivered,
the Warrant Agent may adopt the countersignatures under its prior name and
deliver such Warrants so countersigned; and if at that time any of the Warrants
shall not have been countersigned, the Warrant Agent may countersign such
Warrants either in its prior name or in its changed name; and in all such cases
such Warrants shall have the full force provided in the Warrants and in this
Agreement.
Section 16 Concerning the Warrant Agent. The Warrant Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the Holders, by their acceptance
of Warrants, shall be bound:
16.1 Correctness of Statements. The statements contained herein and in
the Warrants shall be taken as statements of the Company and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken by it.
16.2 Breach of Covenants. The Warrant Agent shall not be responsible
for any failure of the Company to comply with any of the covenants contained in
this Agreement or in the Warrants to be complied with by the Company.
16.3 Performance of Duties. The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents (which shall not include
its employers) and shall not be responsible for the misconduct or negligence of
any agent appointed with due care.
16.4 Reliance on Counsel. The Warrant Agent may consult at any time
with legal counsel satisfactory to it (who may be counsel for the Company) and
the Warrant Agent shall incur no liability or responsibility to the Company or
to any Holder in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of such
counsel provided that such counsel shall have been selected with due care.
16.5 Proof of Actions Taken. Whenever in the performance of its duties
under this Agreement the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed conclusively to
be proved and established by a certificate signed by the Chairman of the Board,
the President, any Vice President, the Secretary or any Assistant Secretary of
the Company and delivered to the Warrant Agent; and such certificate shall be
full authorization to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.
16.6 Compensation. The Company agrees to pay the Warrant Agent
reasonable compensation as set forth in the attached fee schedule for all
services rendered by the Warrant Agent in the performance of its duties under
this Agreement, to reimburse the Warrant Agent for all out-of-pocket expenses,
taxes and governmental charges incurred by the Warrant Agent in the performance
of its duties under this Agreement, and to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, costs and
counsel fees, for anything done or omitted by the Warrant Agent in the
performance of its duties under this Agreement except as a result of the Warrant
Agent's negligence or misconduct.
16.7 Legal Proceedings. The Warrant Agent shall be under no obligation
to institute any action, suit or legal proceeding or to take any other action
likely in its reasonable judgment to involve material expense unless the Company
or one or more Holders shall furnish the Warrant Agent with reasonable security
and indemnity for any costs and expenses that may be incurred, but this
provision shall not affect the power of the Warrant Agent to take such action as
the Warrant Agent may consider proper, whether with or without any such security
or indemnity. All rights of action under this Agreement or under any of the
Warrants may be enforced by the Warrant Agent without the possession of any of
the Warrants or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent, and any recovery of judgment
shall be for the ratable benefit of the Holders, as their respective rights or
interests may appear.
16.8 Other Transactions in Securities of the Company. The Warrant
Agent and any stockholder, director, officer or employee of the Warrant Agent
may buy, sell or deal in any of the Warrants or other securities of the Company
or become pecuniarily interested in any transaction in which the Company may be
interested, or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.
16.9 Liability of Warrant Agent. The Warrant Agent shall act hereunder
solely as agent, and its duties shall be determined solely by the provisions
hereof. The Warrant Agent shall not be liable for anything that it may do or
refrain from doing in connection with this Agreement except for its own
negligence or misconduct. Anything in this Agreement to the contrary
notwithstanding, in no event shall Chemical be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but not limited
to, lost profits), even if Chemical has been advised of the likelihood of such
loss or damage and regardless of the form of action.
16.10 Reliance on Documents. The Warrant Agent will not incur any
liability or responsibility to the Company or to any Holder for any action taken
in reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or instrument reasonably believed by it to be genuine and
to have been signed, sent or presented by the proper party or parties.
16.11 Validity of Agreement. The Warrant Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Warrant Agent) or in
respect of the validity or execution of any Warrant (except its countersignature
thereof); nor shall the Warrant Agent by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any Warrant
Shares (or other stock) to be issued pursuant to this Agreement or any Warrant,
or as to whether any Warrant Shares (or other stock) will, when issued, be
validly issued, fully paid and nonassessable, or as to the Warrant Price or the
number or amount of Warrant Shares or other securities or other property
issuable upon exercise of any Warrant.
16.12 Instructions from Company. The Warrant Agent is hereby
authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Chairman of the Board, the President, any Vice
President, the Secretary or any Assistant Secretary of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and
shall not be liable for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer or officers.
Section 17 Change of Warrant Agent. The Warrant Agent may resign and
be discharged from its duties under this Agreement by giving the Company 30
days' notice in writing cf its intention to resign, but such resignation shall
take effect upon the appointment of a successor to the Warrant Agent. The
Warrant Agent may be removed by like notice to the Warrant Agent from the
Company. If the Warrant Agent shall give notice of its intention to resign or
shall be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to
make such appointment within a period of 30 days after such removal or after it
has been notified in writing of such intended resignation or incapacity by the
resigning or incapacitated Warrant Agent, or as notified in writing by any
Holder (who shall with such notice submit his Warrant for inspection by the
Company), then any Holder may apply to any court of competent jurisdiction for
the appointment of a successor to the Warrant Agent. If at any time there shall
be no warrant agent with respect to the Warrants, the Company shall perform the
duties of the Warrant Agent. Any successor warrant agent, whether appointed by
the Company or such a court, shall be a bank or trust company, in good standing,
incorporated under the laws of the United States of America or any state thereof
and having at the time of its appointment as warrant agent a combined capital
and surplus of at least $10,000,000. After appointment, the successor warrant
agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or deed;
but the former Warrant Agent shall deliver and transfer to the successor warrant
agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Failure
to file any notice provided for in this Section 17, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Warrant Agent or the appointment of the successor warrant agent, as the
case may be. In the event of such resignation or removal, the successor warrant
agent shall give to each Holder written notice (in accordance with Section 19
hereof) of such removal or resignation and the name and address of such
successor warrant agent.
Section 18 Identity of Transfer Agent. Forthwith upon the appointment
of any subsequent transfer agent for the Common Stock, or any other shares of
the Company's capital stock issuable upon the exercise of the Warrants, the
Company will file with the Warrant Agent a statement setting forth the name and
address of such subsequent transfer agent.
Section 19 Notices. Any notice pursuant to this Agreement by the
Company or by any Holder to the Warrant Agent, or by the Warrant Agent or any
Holder to the Company, shall be in writing and shall be mailed first class,
postage prepaid, to be delivered (a) to the Company, at its office at 00000
Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attention: President,
with a copy to the Company's General Counsel at said address; or (b) to the
Warrant Agent, to Chemical Shareholder Services Group, Inc., 0000 Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxx, XX 00000, Attention: Xxx X. Xxxxxxx. Each party hereto may
from time to time change the address to which notices to it are to be delivered
or mailed hereunder by giving like notice in writing to the other party.
Any notice mailed pursuant to this Agreement by the Company or the
Warrant Agent to the Holders shall be in writing and shall be mailed first
class, postage prepaid, or delivered to such Holders at their respective
addresses on the books of the Warrant Agent. Notice shall be effective three
days after mailing or upon delivery.
Section 20 Supplements and Amendments. The Company and the Warrant
Agent may from time to time supplement or amend this Agreement, without notice
to or the approval of any Holder, in order to cure any ambiguity or to correct
or supplement any provision contained herein that may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder that the Company and the
Warrant Agent may deem necessary or desirable and that shall not be inconsistent
with the provisions of the Warrants and that shall not adversely affect the
interests of the Holders in any material respect.
Section 21 Successor. All covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.
Section 22 APPLICABLE LAW. THIS AGREEMENT AND EACH WARRANT ISSUED
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF
LAWS.
Section 23 Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the
Warrant Agent and the Holders any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the Holders.
Section 24 CCounterparts This Agreement 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.
Section 25 Captions. The captions of the Sections and subsections of
this Agreement have been inserted for convenience only and shall have not
substantive effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the 29th day of October, 1993, to be effective as of October 29,
1993.
COMPANY: COASTWIDE ENERGY SERVICES, INC.
By:
Name:
Title:
WARRANT AGENT: CHEMICAL SHAREHOLDER SERVICES
GROUP, INC.
By:
Name:
Title:
EXHIBIT A
WARRANT CERTIFICATE
Certificate Number Number of Warrants
VOID AFTER 5:00 P.M., NEW YORK TIME, ON DECEMBER 22, 1996
COASTWIDE ENERGY SERVICES, INC.
CLASS B WARRANTS TO PURCHASE COMMON STOCK
THIS CERTIFIES THAT, for value received, __________ or registered
assigns, is the registered holder of the number of Class B warrants ("Warrants")
set forth above. Each Warrant entitles the holder thereof to purchase from
Coastwide Energy Services, Inc., a Delaware corporation (herein called the
"Company"), subject to the terms and conditions set forth hereinafter and in the
Warrant Agreement hereinafter referred to, one fully paid and non-assess- able
share of Common Stock, par value $.01 per share, of the Company (hereinafter
called the "Common Stock"), upon presentation and surrender of this Warrant
Certificate, with the Form of Election to Purchase duly executed, with the
instructions for the registration and delivery of Common Stock filled in, at any
time at or prior to 5:00 P.M., New York time on December 22, 1996, at the
offices of Chemical Shareholder Services Group, Inc., Warrant Agent of the Com-
pany (hereinafter called the "Warrant Agent") in Dallas, Texas or of its
successor warrant agent or, if there be no successor warrant agent, at the
corporate offices of the Company, and upon payment of the Warrant Price (as
hereinafter defined) and any applicable taxes. The price per share at which
Common Stock shall be purchasable upon exercise of Warrants (the "Warrant
Price") is $1.54 per share. The Warrant Price and the number and kind of shares
of stock of the Company purchasable upon the exercise of the Warrants
represented hereby are subject to modification and adjustment upon the happening
of certain events set forth in the Warrant Agreement.
This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, dated as of October 29, 1993 (the "Warrant
Agreement"), between the Company and the Warrant Agent with respect to Class B
Warrants to purchase 399,917 shares of Common Stock, to all of which terms,
provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is hereby incorporated
herein by this reference and made a part hereof. Reference is hereby made to
the Warrant Agreement for a full description of the rights, limitation of
rights, obligations, duties and immunities hereunder of the Warrant Agent, the
Company and the registered holders of the Warrant Certificate. Copies of the
Warrant Agreement are available for inspection at the offices of the Warrant
Agent.
As provided in the Warrant Agreement, payment of the aggregate Warrant
Price shall be made in lawful money of the United States of America in cash, by
cashier's check, certified check or bank draft payable to the order of the
Company.
The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of shares, but shall
make adjustment therefor in cash on the basis of the current market price of
shares of Common Stock for any fractional interest (computed as provided in the
Warrant Agreement), all as provided in the Warrant Agreement. In no event shall
the Company be required to issue fractions of Warrants.
This Warrant Certificate, with or without other Warrant Certificates,
upon surrender to the Warrant Agent, any successor warrant agent or, in the
absence of any successor warrant agent, at the corporate offices of the Company,
may be exchanged for another Warrant Certificate or Certificates evidencing in
the aggregate the same number of Warrants as the Warrant Certificate or
Certificates so surrendered. If the Warrants evidenced by this Warrant
Certificate shall be exercised in part, the holder hereof shall be entitled to
receive upon surrender hereof another Warrant Certificate or certificates
evidencing the number of Warrants not so exercised.
No holder of this Warrant Certificate, as such, shall be entitled to
vote on or be deemed the holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained in the Warrant Agreement or herein be
construed to confer upon the holder of this Warrant Certificate, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any corporate action (whether upon any
recapitalization, issue of stock, reclassification of stock, change of par value
or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Warrant Agreement), or to receive
dividends or subscription rights or otherwise, until the Warrants evidenced by
this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable as provided
in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Company's Common Stock or
other class of stock purchasable upon the exercise of the Warrants evidenced by
this Warrant Certificate are closed, the Company shall not be required to make
delivery of certificates for shares purchasable upon such exercise until the
date of the reopening of said transfer books.
Each holder of this Warrant Certificate by accepting the same consents
and agrees with the Company, the Warrant Agent, and with every other holder of a
Warrant Certificate that:
(a) this Warrant Certificate is transferable only on the registry books
of the Warrant Agent; and
(b) the Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute, true and
lawful owner hereof for all purposes whatsoever, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
The Company will pay any documentary stamp taxes attributable to the
issuance of Common Stock upon the exercise of Warrants evidenced by this Warrant
Certificate; provided, that the Company shall not be required to pay any such
taxes that may be payable in respect of any transfer involved in the issuance of
any Common Stock, Warrants or Warrant Certificates in a name other than that of
the registered holder of Warrants evidenced by this Warrant Certificate, and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.
This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.
Dated: September 30, 1993
COASTWIDE ENERGY SERVICES, INC.
By:_____________________________
Authorized Officer
ATTEST:
________________________________
Countersigned by
Chemical Shareholder Services Group. Inc.
as Warrant Agent
By: _______________________________________
Authorized Officer
FORM OF ASSIGNMENT
(To be executed by the Registered Holder if Such Holder Desires to Transfer
Warrants Evidenced by this Warrant Certificate)
FOR VALUE RECEIVED _____________ hereby sells, assigns and transfers
unto ___________ whose address is _________ Warrants, evidenced by this Warrant
Certificate, and does hereby irrevocably constitute and appoint __________
Attorney, to transfer the said Warrants evidenced by this Warrant Certificate on
the books of the Company, with full power of substitution.
Dated: _________, 19_____ Signature ____________
NOTICE: The above signature must correspond with the name as written upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed: ____________
FORM OF ELECTION TO PURCHASE
(To Be Executed if Holder Desires to Exercise Warrants Evidenced by This Warrant
Certificate)
TO COASTWIDE ENERGY SERVICES, INC.:
The undersigned hereby irrevocably elects to exercise _________ Warrants
evidenced by this Warrant Certificate to purchase full shares of Common Stock
issuable upon exercise of said Warrants, and hereby makes payment in full of the
Warrant Price of such shares and any applicable taxes. The undersigned requests
that certificates for such shares be issued in the name of
PLEASE INSERT SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER
_________________________________
___________________________________________________________
(Please print name and address)
___________________________________________________________
and, if said number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, requests that a new Warrant Certificate evidencing the
Warrants not so exercised be issued in the name of and delivered to
___________________________________________________________
(Please print name and address)
___________________________________________________________
Dated: _________, 19_____ Signature ________________
NOTICE: The above signature must correspond with the name as written upon
the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by
any other person the Form of Assignment hereon must be duly
executed. If the certificate representing the shares or any Warrant
Certificate representing Warrants not exercised is to be registered
in a name other than that in which this Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.
Signature Guaranteed: ___________________
COASTWIDE ENERGY SERVICES, INC.
WARRANT "B" ISSUE
FEE SCHEDULE
Service Description Fee
1. Account Administration $1,500.00 per year
2. Maintenance of Stockholder $ 1.90 per Stockholder
per Stockholder Account
Accounts
3. Process Transfers of Ownership: $ 2.00 per Certificate
Transferred
4. Proxy Agent
-- Proxy Preparation $ .15 per Proxy Card
-- Proxy Tabulation $ .50 per Proxy
-- Inspector of Election $ 75.00 per Person per
Day in Dallas
5. Mailing Services $ 30.00 per hour
Fee is $30.00 per hour; approximately
100 envelopes can be completed per hour.
Provide set of stockholder name/address $ 50.00 per List/Labels
labels for mailing by customer.
(quarterly reports, etc.)
Fee is $.05 per name, with a $50.00
minimum per set.
6. Stockholder lists, analyses, or $ .05 per Stockholder
sets of labels. Name
Minimum Fee is $50.00 each
Coastwide Energy Services, Inc.
Warrant "B" Issue
7. Out-of-Pocket Expenses
All out-of-pocket expenses such as travel, counsel
fees, stationery, binders, ledger sheets, checks,
forms, printing, envelopes, postage and insurance will
be added at cost to the regular charges for services.
Where applicable, transactions requiring research (such
as: confirmations from brokers) will involve a service
charge to the requesting party based on the time
required in completing the research.
