NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL TO SEITEL,
INC., IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SEITEL, INC., THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR THE RULES AND REGULATIONS
THEREUNDER IS AVAILABLE WITH RESPECT TO THE PROPOSED SALE, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION.
SEITEL, INC.
COMMON STOCK PURCHASE WARRANT CERTIFICATE
TO PURCHASE Warrants_Exercisable SHARES OF COMMON STOCK
Certificate No. Warrant_Number
This Warrant Certificate certifies that First Last, Address, CityState,
(SS# SSN) is the registered holder ("Holder") of Warrants_Exercisable Common
Stock Purchase Warrants (the "Warrants") to purchase shares of the $.01 par
value common stock, ("Common Stock") of SEITEL, INC., a Delaware corporation
(the "Company"). Subject to Section 11 hereof, each Warrant enables the Holder
to purchase from the Company at any time until 5:00 p.m., Houston, Texas, local
time on the earlier of (i) three months after the Holder ceases to be an
employee, officer, or director of Eagle Geophysical, Inc., a Delaware
corporation ("Eagle") and any subsidiary of Eagle for any reason other than
death or disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")), (ii) one year after the Holder
ceases to be an employee, officer, or director of Eagle due to his or her death
or disability, and (iii) Expiration_Date, one fully paid and non-assessable
share of Common Stock ("Share") upon presentation and surrender of this Warrant
Certificate and upon payment of the Purchase Price per Share determined in
accordance with the terms hereof. Payment shall be made in lawful money of the
United States of America by certified check payable to the Company at its
principal office at 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxx, Xxxxxxx, Xxxxx 00000.
As hereinafter provided, the Purchase Price and number of Shares purchasable
upon the exercise of the Warrants are subject to modification or adjustment upon
the happening of certain events.
THIS WARRANT IS NOT ASSIGNABLE OR TRANSFERABLE BY THE HOLDER EXCEPT BY WILL
OR THE LAWS OF DESCENT AND DISTRIBUTION UPON THE HOLDER'S DEATH.
1. Upon surrender to the Company, this Warrant Certificate may be
exchanged for another Warrant Certificate or Warrant Certificates
evidencing a like aggregate number of Warrants. If this Warrant
Certificate shall be exercised in part, the Holder shall be entitled
to receive upon surrender hereof another Warrant Certificate or
Warrant Certificates evidencing the number of Warrants not exercised.
During the lifetime of the Holder, the Warrants may be exercised only
by the Holder. If the Holder dies or becomes disabled within the
meaning of Section 22(e)(3) of the Code prior to the termination date
specified herein without having exercised all of the Warrants, the
remaining Warrants may be exercised to the extent the Holder could
have exercised the Warrants on the date of his death or disability at
any time prior to the expiration hereof by (i) the Holder's estate or
a person who acquired the right to exercise the Warrants by bequest or
inheritance or by reason of the death of the Holder in the event of
the Holder's death, or (ii) the Holder or his personal representative
in the event of the Holder's disability, subject to the other terms of
this Warrant Certificate and applicable laws, rules and regulations.
For purposes of this Warrant Certificate, the Company shall determine
the date of disability of the Holder.
2. No Holder shall be deemed to be 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 shall anything contained
herein be construed to confer upon the Holder any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting
thereof or to give or withhold consent to any corporate action whether
upon any reorganization, issuance of stock, reclassification or
conversion of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings or to
receive dividends or subscription rights or otherwise until a Warrant
shall have been exercised and the Common Stock purchasable upon the
exercise thereof shall have become issuable.
3. Each Holder consents and agrees with the Company and any other Holder
that:
(a) This Warrant Certificate is exercisable in whole or in part by
the Holder in person or by attorney duly authorized in writing at
the principal office of the Company.
(b) The Company 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.
(c) Anything herein to the contrary notwithstanding, in no event
shall the Company be obligated to issue Warrant Certificates
evidencing other than a whole number of Warrants or issue
certificates evidencing other than a whole number of Shares upon
the exercise of this Warrant Certificate; provided, however, that
the Company shall pay with respect to any such fraction of a
Share an amount of cash based upon the current public market
value (or book value, if there shall be no public market value)
for Shares purchasable upon exercise hereof. For purposes of this
Paragraph 3(c), the current public market value of a share of
Common Stock on any date shall be deemed to be the arithmetical
average of the following prices for such of the thirty (30)
business days immediately preceding such day as shall be
available: (i) for any of such days on which the Common Stock
shall be listed on a national securities exchange, the last sale
price on such day or, if there shall have been no sale on such
day, the average of the closing bid and asked prices on such
exchange on such day, or (ii) for any of such days on which the
Common Stock shall not be listed on a national securities
exchange but shall be included in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the closing bid and asked prices on such day quoted by
brokers and dealers making a market in NASDAQ, furnished by any
member of the New York Stock Exchange selected by the Company for
that purpose, or (iii) for any of such days on which the Common
Stock shall not be so listed on a national securities exchange or
included in NASDAQ but shall be quoted by three brokers regularly
making a market in such shares in the over-the-counter market,
the average of the closing bid and asked prices on such day,
furnished by any member of the New York Stock Exchange selected
by the Company for that purpose, or (iv) for any days on which
the information described in items (i), (ii) or (iii) above is
unavailable, the book value per share of the Common Stock as
determined in accordance with generally accepted accounting
principles; provided, however, in its discretion the board of
Directors of the Company may make an appropriate reduction in the
"current public market value" based upon any applicable trading
restrictions to particular shares of Common Stock.
4. The Purchase Price per Share for the Warrants shall be equal to the
following:
(a) In the event the Holder exercises the lc_option_warrant granted
to the Holder by the Company on OriginalGrant_Date to purchase
Warrants_Exercisable shares of Common Stock at an exercise price
of $OriginalPriceShare per share (the "Original Option_Warrant")
in full on a single date, the Purchase Price for the Warrants
shall equal the closing price of a Share of Common Stock on the
date of exercise in full of the Original Option_Warrant.
(b) In the event the Original Option_Warrant is exercised in full but
in several installments on different dates, the Purchase Price
for the number of Warrants equal to the number of shares of
Common Stock acquired upon each such exercise shall equal the
closing price of a Share of Common Stock on the date of each such
exercise of the Original Option_Warrant.
(c) In the event the Original Option Warrant is partially exercised,
the Purchase Price for the number of Warrants equal to the number
of shares of Common Stock acquired upon each such exercise shall
equal the closing price of a Share of Common Stock on the date of
each such exercise of the Original Option_Warrant, and the
Purchase Price for the number of Warrants equal to the
unexercised portion of the Original Option_Warrant shall equal
the greater of (i) $OriginalPriceShare or (ii) the closing price
of a Share of Common Stock on November 8, 1997.
(d) In the event the Holder does not exercise the Original
Option_Warrant, the Purchase Price for the Warrants shall equal
the greater of (i) $OriginalPriceShare or (ii) the closing price
of a Share of Common Stock on November 8, 1997.
5. The Company will pay any documentary stamp taxes attributable to the
initial issuance of the Shares issuable upon the exercise of the
Warrants; provided, however, that the Company shall not be required to
pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Shares in
a name other than that of the Holder in respect of which such Shares
are issued, and in such case the Company shall not be required to
issue or deliver any certificate for Shares or any Warrant until the
person requesting the same has paid to the Company the amount of such
tax or has established to the Company's satisfaction that such tax has
been paid.
6. In case the Warrant Certificate 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 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 of such loss,
theft or destruction and an indemnity, if requested, also satisfactory
to it.
7. The Company warrants that there have been reserved, and covenants that
at all times in the future it shall keep reserved, out of the
authorized and unissued Common Stock, a number of Shares sufficient to
provide for the exercise of the rights or purchase represented by this
Warrant Certificate. The Company agrees that all Shares issuable upon
exercise of the Warrants shall be, at the time of delivery of the
certificates for such Shares, validly issued and outstanding, fully
paid and non assessable and that the issuance of such Shares will not
give rise to preemptive rights in favor of existing shareholders.
8. The number of shares of Common Stock covered by this Warrant
Certificate, and the Purchase Price thereof, shall be subject to such
adjustment as the Board of Directors of the Company acting in good
xxxxx xxxxx appropriate to reflect any stock dividend, stock split,
share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation or the like, of
or by the Company. In the event the Company shall be a party to any
merger, consolidation or corporate reorganization, as the result of
which the Company shall be the surviving corporation, the rights and
duties of the Holder and the Company shall not be affected in any
manner. In the event the Company shall sell all or substantially all
of its assets or shall be a party to any merger, consolidation or
corporate reorganization, as the result of which the Company shall not
be the surviving corporation, or in the event any other person or
entity may make a tender or exchange offer for stock of the Company
(the surviving corporation, purchaser, or tendering corporation being
collectively referred to as the "Purchaser", and the transaction being
collectively referred to as the "Purchase"), then the Company may, at
its election, (a) reach an agreement with the Purchaser that the
Purchaser will assume the obligations of the Company under this
Warrant Certificate; (b) reach an agreement with the Purchaser that
the Purchaser will convert the Warrants represented by this Warrant
Certificate into warrants of at least equal value as to stock of the
Purchaser; or (c) not later than thirty (30) days prior to the
effective date of the Purchase, notify the Holder that his Warrants
are accelerated and afford to the Holder a right for ten (10) days
after the date of such notice to exercise any then unexercised portion
of the Warrants whether or not the Warrants shall then be exercisable
under the terms of this Warrant Certificate. Within such ten-day
period, the Holder may exercise any portion of the Warrants as he may
desire and deposit with the Company the requisite cash to purchase in
full and not in installments the Common Stock thereby exercised, in
which case the Company shall, prior to the effective date of the
Purchase, issue all Common Stock thus exercised, which shall be
treated as issued stock for purposes of the Purchase.
9. The Warrants may not be exercised in whole or in part and no cash or
certificates representing Shares shall be delivered if any requisite
approval or consent of any government authority of any kind having
jurisdiction over the exercise of the Warrants or of any stock
exchange on which the Common Stock is listed shall not have been
secured or if such exercise of delivery would cause any violation of
any applicable laws, regulations or stock exchange rules, including
but not limited to applicable Federal and State securities laws. The
Holder of this Warrant Certificate, each permitted transferee hereof
and any holder and transferee of any Shares, by his acceptance
thereof, agrees that (i) no public distribution of Warrants or Shares
will be made in violation of the Securities Act of 1933, as amended
(the "Act"), and (ii) during such period as the delivery of a
prospectus with respect to Warrants or Shares may be required by the
Act, no public distribution of Warrants or Shares will be made in a
manner or on terms different from those set forth in, or without
delivery of, a prospectus then meeting the requirements of Section 10
of the Act and in compliance with all applicable state securities
laws. The Holder of this Warrant Certificate and each permitted
transferee hereof further agrees that if any distribution of any of
the Warrants or Shares is proposed to be made by them otherwise than
by delivery of a prospectus meeting the requirements of Section 10 of
the Act, such action shall be taken only after submission to the
Company of an opinion of counsel, reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the proposed
distribution will not be in violation of the Act or of applicable
state law. Furthermore, it shall be a condition to the transfer of the
Warrants that any permitted transferee thereof deliver to the Company
his written agreement to accept and be bound by all of the terms and
conditions in this Warrant Certificate.
10. This Warrant Certificate is intended to be an Employee Benefit Plan
within the meaning of Rule 405 under the Securities Act.
11. Except only as specifically provided elsewhere in this Warrant
Certificate, the Warrants shall not be exercisable prior to the dates
set forth below except in the amounts set forth below:
(a) As of the date hereof and prior to 3/20/99, up to a total of
one-third of the total Warrants represented hereby may be
exercised.
(b) After 3/20/99 and prior to 3/20/00, up to a total of two-thirds
of the total Warrants represented hereby may be exercised
(including the Warrants previously exercisable hereunder).
(c) After 3/20/00, all of the total Warrants represented hereby may
be exercised.
If pursuant to the foregoing the Holder would be allowed to exercise with
respect to a fractional Warrant, such installment will be rounded off to
the next highest whole number of Warrants. In the event of the Holder's
termination of employment and directorship with Eagle for whatever cause
(including death or disability), the Warrants will be exercisable only to
the extent that the Holder could have exercised such Warrants on the date
of his termination of employment or directorship.]
WITNESS the following signatures as of this _______ day of __________,
1997.
SEITEL, INC.
By:
-----------------------------------------------------
XXXX X. FRAME, President