Exhibit 4.11
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER
OF THIS WARRANT HAS AGREED THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THIS
WARRANT OR ANY OF SAID SHARES MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAW, UNLESS THE HOLDER SHALL DELIVER TO THE
ISSUER AN OPINION (IN FORM SATISFACTORY TO THE ISSUER) OF COUNSEL SATISFACTORY
TO THE ISSUER THAT NO SUCH REGISTRATION IS REQUIRED.
GLOBAL ENERGY GROUP, INC.
COMMON STOCK PURCHASE WARRANT
Date: January 30, 2004 700,000 Shares
This certifies that, for value received, TURNAROUND SPECIALISTS,
L.L.C., a Texas limited liability company, or assigns, is entitled, subject to
the terms and conditions hereinafter set forth, at or before 5:00 p.m., New York
time, on the date seven (7) years after the date of this Warrant (the
"Termination Date"), but not thereafter, to purchase up to 700,000 shares (the
"Shares") of Common Stock, par value $0.001 per share ("Common Stock"), of
Global Energy Group, Inc., a Delaware corporation (the "Company"). The purchase
price payable upon the exercise of this Warrant shall initially be $0.10 per
share (the "Warrant Price").
Upon delivery of this Warrant with written notice of exercise duly
executed in form and substance reasonably satisfactory to the Company, together
with payment of the Warrant Price for the shares of Common Stock thereby
purchased, at the principal office of the Company or at such other address as
the Company may designate by notice in writing to the registered holder hereof
(the "Holder"), the Holder shall be entitled to receive a certificate or
certificates for the Shares so purchased. All Shares issued upon the exercise of
this Warrant will, upon issuance, be fully paid and nonassessable and free from
all taxes, liens and charges with respect thereto.
This Warrant is subject to the following terms and conditions:
SECTION 1. TERM OF WARRANT; EXERCISE OF WARRANT
Subject to the terms of this Warrant, the Holder shall have the right,
at any time during the period commencing at 9:00 a.m., New York time, on the
date hereof, until 5:00 p.m., New York time, on the Termination Date, to
purchase from the Company the number of fully paid and nonassessable Shares to
which the Holder may at the time be entitled to purchase pursuant to this
Warrant, upon surrender, to the Company at this principal office, of this
Warrant certificate, together with the Purchase Form attached hereto duly
completed and signed, and upon payment to the Company of the Warrant Price for
the number of Shares in respect of which this Warrant is then being exercised.
Payment of the aggregate Warrant Price shall be made in cash or by certified or
cashier's check, or a combination thereof
SECTION 2. REGISTRATION AND TRANSFER
2.1. Registration. This Warrant is registered on the books of the
Company. The Company shall be entitled to treat the Holder as the sole owner of
this Warrant for all purposes and shall not be bound to recognize any equitable
or other claim to or interest in this Warrant on the part of any other person,
and shall not be liable for any registration of transfer of this Warrant which
is to be registered in the name of a fiduciary or the nominee of a fiduciary
unless made with actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration of transfer.
2.2. Transfer. This Warrant shall be transferable only on the books of
the Company maintained at its principal office, wherever located, upon delivery
of this Warrant either duly endorsed by the Holder or by the Holder's duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, the original letter of attorney, duly approved, or an official copy
thereof, duly certified, shall be deposited and remain with the Company. 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 Company in its
discretion. Upon any registration of transfer, the Company shall execute and
deliver a new Warrant to the person entitled thereto.
SECTION 3. EXCHANGE OF WARRANT CERTIFICATE
This Warrant certificate may be exchanged for another certificate or
certificates entitling the Holder to purchase a like aggregate number of Shares
as this certificate then entitles the Holder to purchase. Any Holder of this
Warrant desiring to exchange this Warrant certificate shall make such request in
writing delivered to the Company, and shall surrender this certificate, properly
endorsed, to the Company. Thereupon, the Company shall execute and deliver to
the person entitled thereto a new Warrant certificate or certificates, as the
case may be, as so requested.
SECTION 4. PAYMENT OF TAXES
The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of Shares upon the exercise of this Warrant; provided
that the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in such issuance.
SECTION 5. MUTILATED OR MISSING WARRANT
In case the certificate evidencing this Warrant shall be' mutilated,
lost, stolen or destroyed, the Company may, in its discretion, issue and deliver
in exchange and substitution for and upon cancellation of this certificate if it
is mutilated, or in lieu of and substitution for this certificate if it is 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 of such loss, theft or destruction of this Warrant and indemnity, if
requested, also
Common Stock Purchase Warrant (Turnaround Specialists)
Page 2
satisfactory to the Company. Applicants for such substitute Warrant certificate
shall also comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.
SECTION 6. RESERVATION OF SHARES
There have been reserved, and the Company shall at all times keep
reserved, 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
this Warrant. Any transfer agent for the Common Stock or for any other shares of
the Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be requisite for such purpose.
SECTION 7. PURCHASE BY THE COMPANY
The Company shall have the right, except as limited by law, other
agreements or herein, to purchase or otherwise acquire this Warrant at such
times, in such manner and for such consideration as it may deem appropriate and
as shall be agreed with the Holder of this Warrant.
SECTION 8. ADJUSTMENT OF WARRANT
If the Company shall at any time subdivide or combine its outstanding
shares of Common Stock, or if the Common Stock issuable upon exercise of this
Warrant shall be changed into the same or a different number of shares of any
other class or classes of stock, whether by capital reorganization,
reclassification, or otherwise, or if at any time there shall be a capital
reorganization of the Company's Common Stock or merger or consolidation of the
Company with or into another corporation, or the sale of the Company's
properties and assets as, or substantially as, an entirety to any other person,
this Warrant shall thereafter evidence the right to purchase the number of
shares of Common Stock or other securities or other property that would have
been issuable as a result of that change with respect to the Shares of Common
Stock which were purchasable under this Warrant immediately before that
subdivision, combination or other event specified in this Section.
SECTION 9. FRACTIONAL INTERESTS
The Company shall not be required to issue fractional Shares on the
exercise of this Warrant. If any fraction of a Share would, except for the
provisions of this Section 9, be issuable on the exercise of this W xxxxxx (or
specified portion thereof), the Company shall pay an amount in cash equal to the
current fair market value of a Share, as reasonably determined by the Company in
good faith, multiplied by such fraction.
SECTION 10. NO RIGHT AS STOCKHOLDERS; NOTICES TO HOLDER
Nothing contained in this Warrant shall be construed as conferring upon
the Holder or the Holder's transferees the right to vote or to receive dividends
or to consent or to receive notice as stockholders in respect of any meeting of
stockholders for the election of directors of the
Common Stock Purchase Warrant (Turnaround Specialists)
Page 3
Company or any other matter, or any rights whatsoever as stockholders of the
Company, except and unless to the extent specifically stated herein.
SECTION 11. SUPPLEMENTS AND AMENDMENTS
The Company may from time to time supplement or amend this Warrant,
without the approval of the Holder, in order to cure any ambiguity or to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company may deem
necessary or desirable and which shall not be inconsistent with the provisions
of this Warrant and which shall not adversely affect the interest of the Holder.
Any other amendment to this Warrant may be made only by a written instrument
executed by the Company and the Holder.
SECTION 12. SUCCESSORS
All the covenants and provisions of this Warrant by or for the benefit
of the Company or the Holder shall bind and inure to the benefit of their
respective successors and assigns hereunder.
SECTION 13. APPLICABLE LAW
This Warrant shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be construed in accordance with
the laws of said state.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and its corporate seal to be affixed thereto.
Date: January 30, 2004
GLOBAL ENERGY GROUP, INC.
By:
------------------------------------------
Name:
Title:
Common Stock Purchase Warrant (Turnaround Specialists)
Page 4
