Contract
EXHIBIT
99.4
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND
THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO SOUTH TEXAS OIL COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to
Purchase _______ shares of Common Stock of South Texas Oil Company (subject to
adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT
No.
Spring 2009-__
Issue
Date: June __, 0000
XXXXX
XXXXX OIL COMPANY, a corporation organized under the laws of the State of Nevada
(the “Company”), hereby
certifies that, for value received, _______________________, Fax.
#______________________, or his assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company at any time
commencing on the Issue Date and through and until 5:00 p.m., E.S.T on the fifth
(5th) anniversary of the Issue Date (the “Expiration Date”), 80,000
fully paid and nonassessable shares of Common Stock at a per share purchase
price of $0.50. The aforedescribed purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the “Purchase Price.” The number
and character of such shares of Common Stock and the Purchase Price are subject
to adjustment as provided herein. The Company may reduce the Purchase Price of
some or all of the Warrant Shares, permanently or temporarily, without the
consent of the Holder provided ten days prior notice of such reduction is given
to the Holder. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement (the
“SECURITIES PURCHASE
AGREEMENT”) and Note (“NOTE”), each dated June 10,
2009, entered into by the Company and Holder.
As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term “Company” shall
mean South Texas Oil Company and any corporation which shall succeed or assume
the obligations of South Texas Oil Company hereunder.
(b) The
term “Common Stock”
includes (a) the Company's common stock, $.001 par value per share, as
authorized on the date of the Securities Purchase Agreement, and (b) any Other
Securities into which or for which any of the securities described in (a) may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.
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(c) The
term “Other Securities”
refers to any stock (other than Common Stock) and other securities of the
Company or any other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall have received, on the
exercise of the Warrant, in lieu of or in addition to Common Stock, or which at
any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 5 or
otherwise.
(d) The
term “Warrant Shares”
shall mean the Common Stock issuable upon exercise of this Warrant.
1. Exercise of
Warrant.
1.1. Number of Shares Issuable
upon Exercise. From and after the Issue Date through and including the
Expiration Date, the Holder hereof shall be entitled to receive, upon exercise
of this Warrant in whole in accordance with the terms of subsection 1.2 or upon
exercise of this Warrant in part in accordance with subsection 1.3, Common Stock
of the Company, subject to adjustment pursuant to Section 4.
1.2. Full Exercise. This
Warrant may be exercised in full by the Holder hereof by delivery of an original
or facsimile copy of the form of subscription attached as Exhibit A hereto (the
“Securities Purchase
Form”) duly executed by such Holder and surrender of the original Warrant
within three (3) days of exercise, to the Company at its principal office or at
the office of its Warrant Agent (as provided hereinafter), accompanied by
payment, in cash, wire transfer or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of
shares of Common Stock for which this Warrant is then exercisable by the
Purchase Price then in effect.
1.3. Partial Exercise.
This Warrant may be exercised in part (but not for a fractional share) by
surrender of this Warrant in the manner and at the place provided in subsection
1.2 except that the amount payable by the Holder on such partial exercise shall
be the amount obtained by multiplying
(a) the
number of whole shares of Common Stock designated by the Holder in the
Securities Purchase Form by
(b) the
Purchase Price then in effect. On any such partial exercise, the Company, at its
expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant of like tenor, in the name of the Holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
request, the whole number of shares of Common Stock for which such Warrant may
still be exercised for the balance of.
1.4. Fair Market Value.
Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall
mean:
(a) If
the Company's Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), National Market
System, the NASDAQ Capital Market or the American Stock Exchange,
LLC, then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;
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(b) If
the Company's Common Stock is not traded on an exchange or on the NASDAQ
National Market System, the NASDAQ Capital Market or the American Stock
Exchange, Inc., but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;
(c) Except
as provided in clause (d) below, if the Company's Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided; or
(d) If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company's charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of all of the Warrants are outstanding at the Determination
Date.
1.5. Company
Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.
1.6. Trustee for Warrant
Holders. In the event that a qualified bank or trust company shall have
been appointed as trustee for the Holder of the Warrants pursuant to Subsection
3.2, such bank or trust company shall have all the powers and duties of a
warrant agent (as hereinafter described) and shall accept, in its own name for
the account of the Company or such successor person as may be entitled thereto,
all amounts otherwise payable to the Company or such successor, as the case may
be, on exercise of this Warrant pursuant to this Section 1.
1.7. Delivery of Stock
Certificates, etc. on Exercise. The Company agrees that the shares of
Common Stock purchased upon exercise of this Warrant shall be deemed to be
issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within three (3)
business days thereafter (“Warrant Share Delivery Date”),
the Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder
hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws,
a
certificate or certificates for the number of duly and validly issued, fully
paid and nonassessable shares of Common Stock (or Other Securities) to which
such Holder shall be entitled on such exercise, plus, in lieu of any fractional
share to which such Holder would otherwise be entitled, cash equal to such
fraction multiplied by the then Fair Market Value of one full share of Common
Stock, together with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon such exercise
pursuant to Section 1 or otherwise. The Company understands that a delay in the
delivery of the Warrant Shares after the Warrant Share Delivery Date could
result in economic loss to the Holder. As compensation to the Holder for such
loss, the Company agrees to pay (as “Liquidated Damages” and not as
a penalty) to the Holder for late issuance of Warrant Shares upon exercise of
this Warrant the amount of $100 per business day after the Warrant Share
Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which
this Warrant is exercised which are not timely delivered. The Company shall pay
any payments incurred under this Section in immediately available funds upon
demand. Furthermore, in addition to any other remedies which may be available to
the Holder, in the event that the Company fails for any reason to effect
delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder
may revoke all or part of the relevant Warrant exercise by delivery of a notice
to such effect to the Company whereupon the Company and the Holder shall each be
restored to their respective positions immediately prior to the exercise of the
relevant portion of this Warrant, except that the liquidated damages described
above shall be payable through the date notice of revocation or rescission is
given to the Company. The maximum amount of aggregate Liquidated Damages payable
hereunder pursuant to this Section and Section 10 hereof is fifteen percent
(15%) of the aggregate exercise price.
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1.8. Buy-In. In addition
to any other rights available to the Holder, if the Company fails to deliver to
a Holder the Warrant Shares as required pursuant to this Warrant, within seven
(7) business days after the Warrant Share Delivery Date and the Holder or a
broker on the Holder's behalf, purchases (in an open market transaction or
otherwise) shares of common stock to deliver in satisfaction of a sale by such
Holder of the Warrant Shares which the Holder was entitled to receive from the
Company (a “BUY-IN”),
then the Company shall pay in cash to the Holder (in addition to any remedies
available to or elected by the Holder) the amount by which (A) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
common stock so purchased exceeds (B) the aggregate Purchase Price of the
Warrant Shares required to have been delivered together with interest thereon at
a rate of 15% per annum, accruing until such amount and any accrued interest
thereon is paid in full (which amount shall be paid as liquidated damages and
not as a penalty). For example, if a Holder purchases shares of Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to
$10,000 of Purchase Price of Warrant Shares to have been received upon exercise
of this Warrant, the Company shall be required to pay the Holder $1,000, plus
interest. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In.
2. Cashless
Exercise.
(a) Except
as described below, if a registration statement registering the Warrant Shares
with the Securities and Exchange Commission on a Form X-0, XX-0 or S-3, for
unrestricted
public resale (“Registration
Statement”) is effective and the Holder may sell its shares of Common
Stock upon exercise hereof pursuant to the Registration Statement, this Warrant
may be exercisable in whole or in part for cash only as set forth in Section 1
above. If such Registration Statement is not available, payment upon exercise
may be made at the option of the Holder either in cash, wire transfer or by
certified or official bank check payable to the order of the Company equal to
the applicable aggregate Purchase Price or (i) by cashless exercise in
accordance with Section (b) below, or (ii) by a combination of any of the
foregoing methods, for the number of shares of Common Stock specified in such
form (as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the Holder per the terms of
this Warrant) and the Holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully-paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided herein.
(b) If
the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Securities Purchase Form in which event the Company
shall issue to the Holder a number of shares of Common Stock computed using the
following formula:
X=Y
(A-B)
|
A
|
Where
X=
|
the number of shares
of Common Stock to be issued to the holder
|
Y=
|
the
number of shares of Common Stock purchasable under the Warrant
or, if only a portion of the Warrant is being exercised, the portion of
the Warrant being exercised (at the date of such
calculation)
|
A=
|
the
average of the closing bid prices of the Common Stock for the five (5)
Trading Days immediately prior to (but not including) the Exercise
Date
|
B=
|
Purchase
Price (as adjusted to the date of such calculation)
|
For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued.
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3. Adjustment for Reorganization, Consolidation,
Merger, etc.
3.1. Reorganization,
Consolidation, Merger, etc. In case at any time or from time to time, the
Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person or (c) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, as a condition to the
consummation of such a transaction, proper and adequate provision shall be made
by the Company whereby the Holder of this Warrant, on the exercise hereof as
provided in Section 1, at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock (or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash) to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.
3.2. Dissolution. In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable in
accordance with Section 3.1 by the Holder upon their exercise after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company (a “Trustee”)
having its principal office in New York, NY, as trustee for the
Holder.
3.3. Continuation of
Terms. Upon any reorganization, consolidation, merger or transfer (and
any dissolution following any transfer) referred to in this Section 3, this
Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on the exercise of
this Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as the
case may be, and shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Warrant as provided
in Section 4. In the event this Warrant does not continue in full force and
effect after the consummation of the transaction described in this Section 3,
then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.
4. Extraordinary Events
Regarding Common Stock. In the event that the Company shall (a) issue
additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock,
or (c) combine its outstanding shares of the Common Stock into a smaller number
of shares of the Common Stock, then, in each such event, the Purchase Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common
Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 4. The number of
shares of Common Stock that the Holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise.
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5. Certificate as to
Adjustments. In each case of any adjustment or readjustment in the shares
of Common Stock issuable on the exercise of the Warrants, the Company at its
expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms
of the Warrant and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received
or receivable by the Company for any additional shares of Common Stock issued or
sold or deemed to have been issued or sold, (b) the number of shares of Common
Stock outstanding or deemed to be outstanding, and (c) the Purchase Price and
the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11
hereof).
6. Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial Statements. The Company will
at all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, all shares of Common Stock from time to time issuable
on the exercise of the Warrant. This Warrant entitles the Holder hereof to
receive copies of all financial and other information distributed or required to
be distributed to the holders of the Company's Common Stock.
7. Assignment; Exchange of
Warrant. Subject to compliance with applicable securities laws, this
Warrant, and the rights evidenced hereby, may be transferred by any registered
holder hereof (a “Transferor”). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the “Transferor Endorsement Form”)
and together with an opinion of counsel reasonably satisfactory to the Company
that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company at its expense, twice, only, but with payment by
the Transferor of any applicable transfer taxes, will issue and deliver to or on
the order of the Transferor thereof a new Warrant or Warrants of like tenor, in
the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered by the Transferor.
No such transfers shall result in a public distribution of the
Warrant.
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8. Replacement of
Warrant. On receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of this
Warrant, the Company at its expense, twice only, will execute and deliver, in
lieu thereof, a new Warrant of like tenor.
9. Maximum Exercise. The
Holder shall not be entitled to exercise this Warrant on an exercise date, in
connection with that number of shares of Common Stock which would be in excess
of the sum of (i) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates on an exercise date, and (ii) the number of shares of
Common Stock issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an exercise date, which
would result in beneficial ownership by the Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock on such date. For the
purposes of the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the
Holder shall not be limited to aggregate exercises which would result in the
issuance of more than 4.99%. The Holder may increase the permitted beneficial
ownership amount up to 9.99% upon and effective after sixty-one (61) days prior
notice to the Company. The Holder may allocate which of the equity of the
Company deemed beneficially owned by the Holder shall be included in the 4.99%
amount described above and which shall be allocated to the excess above
4.99%.
10. Registration
Rights. The Holder is hereby granted the registration rights
vis-à-vis the Warrant Shares as set forth in Section 5(w) of the Securities
Purchase Agreement. The relevant terms of the Securities Purchase Agreement are
incorporated herein by this reference.
11. Warrant Agent. The
Company may, by written notice to the Holder of the Warrant, appoint an agent (a
“Warrant Agent”) for the
purpose of issuing Common Stock on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.
12. Transfer on the Company's
Books. Until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.
13. Notices. All notices,
demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein,
shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur or (c) three
business days after deposited in the mail if delivered pursuant to subsection
(ii) above. The addresses for such communications shall be: (i) if to the
Company to: South Texas Oil Company, 000 Xxxxxxx 00 X., Xxxxxxx, Xxxxx 00000,
Fax: (000) 000-0000, with an additional copy by telecopier only to: Xxx X.
Xxxxxx, Xx., Esq., Corporate Legal Solutions, 6 Xxxxxxx’x Xxxxx, Xxxxxxxxxx, XX
00000-0000, Fax: (000) 000-0000, and (ii) if to the Holder, to the addresses and
telecopier number set forth in the first paragraph of this Warrant, with an
additional copy by telecopier only
to: __________________________________________________________.
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14. Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be construed and enforced in accordance with and governed by the laws of Texas.
Any dispute relating to this Warrant shall be adjudicated in Xxxxxx County in
the State of Texas. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.
* * * * *
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IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written
above.
By:
_______________________________
Name:
Xxxxxxx X. Xxxxxxx
Title:
President
Witness:
___________________________
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EXHIBIT
A
FORM
OF SUBSCRIPTION
(to be
signed only on exercise of Warrant)
The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.
Spring 2009-05), hereby irrevocably elects to purchase (check applicable
box):
___
________ shares of the Common Stock covered by such Warrant; or
___ the
maximum number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in Section 2.
The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is $___________. Such
payment takes the form of (check applicable box or boxes):
___
$__________ in lawful money of the United States; and/or
___ the
cancellation of the Warrant to the extent necessary, in accordance with the
formula set forth in Section 2, to exercise this Warrant with respect to the
maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.
The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to whose address is
The
undersigned represents and warrants that the representations and warranties in
Section 4 of the Securities Purchase Agreement (as defined in this Warrant) are
true and accurate with respect to the undersigned on the date
hereof.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities
Act.
Dated:___________________
___________________________________
(Signature
must conform to name of holder
as specified
on the face of the Warrant)
___________________________________
___________________________________
___________________________________
(Address)
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EXHIBIT
B
FORM
OF TRANSFEROR ENDORSEMENT
(To be
signed only on transfer of Warrant)
For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of South Texas Oil Company to which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of South Texas Oil
Company with full power of substitution in the premises.
Transferees Percentage
Transferred
|
Number
Transferred
|
Dated:
_________________________
|
_______________________________
(Signature
must conform to name of holder as specified on the
face of the Warrant)
|
Signed
in the presence of:
|
|
_______________________________
(Name)
|
_______________________________
_______________________________
(address)
|
_______________________________
_______________________________
(address)
|
|
ACCEPTED
AND AGREED:
[TRANSFEREE]
|
|
_______________________________
(Name)
|
|
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