Contract
EXHIBIT
10.2
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF A
CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH
RESPECT TO SUCH SECURITY, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT
THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
of
Petro
Resources Corporation
(a
Delaware Corporation)
THIS
CERTIFIES THAT, for value received, __________________________ (the
“Holder”),
as
registered owner of this Warrant, is entitled to at any time or from time to
time before 5:00 p.m., Houston, Texas time, on November 21, 2010 (the
“Expiration
Time”)
but
not thereafter, to subscribe for, purchase and receive up to _____________
fully
paid and nonassessable shares of the $.01 par value common stock (the
“Common
Stock”),
of
Petro Resources Corporation, a Delaware corporation (the “Company”).
The
exercise price for such number of shares will be $2.00 per share. The number
of
shares of Common Stock deliverable hereunder, and the price to be paid for
a
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock deliverable hereunder, as adjusted from time
to time, are hereinafter sometimes referred to as “Warrant
Stock.”
The
exercise price of a share of Warrant Stock in effect at any time, and as
adjusted from time to time, is hereinafter sometimes referred to as the
“Exercise
Price.”
1. Exercise
of Warrant.
This
Warrant may be exercised in whole or part at any time and from time to time
after the date hereof and prior to the Expiration Time by presentation and
surrender of this Warrant and payment by cashier's check of the Exercise Price
for such shares of Warrant Stock to the Company at the principal office of
the
Company. If the subscription rights represented hereby are not exercised at
or
before the Expiration Time, this Warrant will become and be void without further
force or effect, and all rights represented hereby will cease and expire. This
Warrant may be exercised in accordance with its terms in whole or in part
(payment of a portion of the Exercise Price will proportionately reduce the
number of shares to be issued to the Holder). In the event of the exercise
in
part only, the Company will cause to be delivered to the Holder a new Warrant
of
like tenor to this Warrant in the name of the Holder evidencing the right of
the
Holder to purchase the number of shares of the Warrant Stock purchasable
hereunder as to which this Warrant has not been exercised or
assigned.
2. Rights
of the Holder.
Holder
will not be entitled to vote or receive dividends or be deemed the holder of
Common Stock or any other securities of the Company that may at any time be
issuable on the exercise hereof for any purpose, nor will anything contained
herein be construed to confer upon the Holder of this Warrant, 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 matters submitted to shareholders at any meeting
thereof, or to 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 dividends or subscription rights or otherwise until
this Warrant has been exercised and the Warrant Stock issuable upon the exercise
hereof has become deliverable as provided herein.
3. Adjustments
to Exercise Price and Number of Shares.
(a) Adjustment
for Reclassifications.
If at
any time or from time to time after the issue date the holders of the Common
Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) have received, or, on or after
the
record date fixed for the determination of eligible stockholders, have become
entitled to receive, without payment therefore, other or additional stock or
other securities or property (including cash) by way of stock-split, spinoff,
reclassification, combination of shares or similar corporate rearrangement
(exclusive of any stock dividend of its or any subsidiary's capital stock),
then
and in each such case the Holder of this Warrant, upon the exercise hereof
as
provided in Section 1, will be entitled to receive the amount of stock and
other
securities and property which such Holder would hold on the date of such
exercise if on the issue date he had been the holder of record of the number
of
shares of Common Stock of the Company called for on the face of this Warrant
and
had thereafter, during the period from the issue date, to and including the
date
of such exercise, retained such shares and/or all other or additional stock
and
other securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period. In the event
of
any such adjustment, the Exercise Price will be adjusted
proportionately.
(b) Adjustment
for Reorganization, Consolidation, Merger.
In the
event of any reorganization of the Company (or any other corporation the stock
or other securities of which are at the time receivable on the exercise of
this
Warrant) after the issue date, or in case, after such date, the Company (or
any
such other corporation) consolidates or merges with another corporation
(including any merger in which the Company is the survivor) or conveys all
or
substantially all of its assets to another corporation, then and in each such
case the Holder of this Warrant, upon the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation,
merger or conveyance, will be entitled to receive, in lieu of the stock or
other
securities and property receivable upon the exercise of this Warrant prior
to
such consummation, the stock or other securities or property to which such
Holder would be entitled had the Holder exercised this Warrant immediately
prior
thereto, all subject to further adjustment as provided herein; in each such
case, the terms of this Warrant will be applicable to the shares of stock or
other securities or property receivable upon the exercise of this Warrant after
such consummation.
4. Transfer
to Comply with the Securities Act of 1933.
(a) This
Warrant and the Warrant Stock or any other security issued or issuable upon
exercise of this Warrant may not be sold, transferred or otherwise disposed
of
except to a person who, in the opinion of counsel for the Company, is a person
to whom this Warrant or such Warrant Stock may legally be transferred without
registration and without the delivery of a current prospectus under the
Securities Act with respect thereto and then only against receipt of an
agreement of such person to comply with the provisions of this Section 4
with respect to any resale or other disposition of such securities.
(b) The
Company may cause the following legend to be set forth on each certificate
representing Warrant Stock or any other security issued or issuable upon
exercise of this Warrant, unless counsel for the Company is of the opinion
as to
any such certificate that such legend is unnecessary:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE
ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT.
5. Reservation
of Common Stock, Etc.
There
will be reserved, and the Company will at all times keep reserved, out of the
authorized and unissued shares of Common Stock, a number of shares sufficient
to
provide for the exercise of this Warrant.
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IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer on this 21st
day of
November, 2005.
| PETRO
RESOURCES
CORPORATION,
a
Delaware corporation
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
|
|
||
| Xxxxx X. Xxxx, Chief Executive Officer | ||
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