EXHIBIT 4(e)
AGREEMENT dated as of _____________, 1997 between Tellurian, Inc.
("Tellurian") and Continental Stock Transfer & Trust Company, as "Warrant
Agent".
W I T N E S S E T H:
WHEREAS, in connection with Tellurian's initial public offering, it
entered into an Warrant Agreement with the Warrant Agent dated November 5, 1996
(the "Warrant Agreement"); and
WHEREAS, X.X. Xxxxxxx & Co., Inc. ("Xxxxxxx") has terminated its right
to receive Warrant solicitation fees which might otherwise be payable pursuant
to Section 4(b) of the Warrant Agreement; and
WHEREAS, the parties desire to make an exchange offer to its
outstanding Warrant Holders pursuant to which up to 1,300,000 Units may be
issued to Warrant Holders who tender their Warrants and cash pursuant to the
terms of a definitive Prospectus declared effective by the Securities and
Exchange Commission (the "Commission"); and
WHEREAS, each Unit certificate will represent one share of Common Stock
and one Common Stock Purchase Warrant and will not be detachable or separately
transferable except for exercise of the Warrant until ___________, 1998 without
the consent of the Company. After the separation date, Unit Holders must submit
their Unit certificate to the Warrant Agent to be exchange for Common Stock and
Warrant certificates; and
WHEREAS, the parties desire to amend the Warrant Agreement to reflect
the termination of Barclay's entitlement to solicitation fees and to reflect the
additional Warrants that may become outstanding as a result of the exchange
offer and the issuance of the Units.
NOW, THEREFORE, it is agreed as follows:
1. Section 4(b) of the Warrant Agreement shall hereby be considered
null and void as a result of Barclay's termination of its right to receive
solicitation fees. A copy of Barclay's letter of termination is annexed hereto.
2. The Warrant Agent will be supplied with copies of a definitive
Prospectus which is included in a Form SB-2 Registration Statement declared
effective by the Commission together with copies of the letter of transmittal
which will be supplied to Warrant Holders. The Warrant Agent will mail copies of
the Prospectus and letters of transmittal to each Warrant Holder of record on
the effective date of the Registration Statement and request that the
broker/dealers and nominees (including, without limitation, Depository Trust
Company) mail out copies of the Prospectus and letters of transmittal to
each Warrant Holder. Page __ of the Prospectus contains a list of states in
which Warrant Holders may reside and participate in the exchange offering.
Warrant Holders who reside in other states will not receive copies of the
Prospectus and letters of transmittal but will receive a cover letter advising
them of the offering but informing them that can not participate in the offering
or receive the Prospectus unless they can demonstrate that they reside in one of
the states in which the offering can be sold or an exemption from registration
is applicable.
3. The Warrant Agent will be authorized to issue and deliver up to
1,300,000 Units in accordance with the terms of the Prospectus and letter of
transmittal and instructions executed by the Company authorizing the Warrant
Agent to accept the funds and Warrants tendered.
4. Unit certificates will be delivered by the Company to the Warrant
Agent prior to the termination of the tender offer period.
5. The Warrant Agent will establish an escrow account f/b/o Tellurian,
Inc. and Tellurian agrees to reimburse the Warrant Agent for the reasonable
expenses of establishing such account.
6. This Agreement amends the parties Warrant Agreement dated November
5, 1996 and as amended constitutes the entire agreement between the parties
concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have executed this Agreement the __ day
of ______________, 1997.
TELLURIAN, INC.
By:______________________________
Xxxxxx Xxxxxx, President
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By:______________________________
, authorized officer
X.X. Xxxxxxx & Co. Inc.
Xxx Xxxxxxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 28, 1997
Tellurian, Inc.
000 X
Xxxxx 00 Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Att: Stu French, President
---------------------------
Dear Mr. French:
This letter shall serve to confirm that X.X. Xxxxxxx & Co. Inc. hereby
irrevocably and forever waives its right to receive warrant solicitation fees
from Tellurian, Inc. in connection with Tellurian, Inc.'s outstanding common
stock purchase warrants, which rights are more fully described in Section
4(a)(xix) of the Underwriting Agreement dated November 5, 1996 by and between
X.X. Xxxxxxx & Co., Inc. and Tellurian, Inc. and Section 4(b) of the Warrant
Agreement dated November 5, 1996 by and between Tellurian, Inc., and Continental
Stock Transfer & Trust Company.
Very truly yours,
X.X. Xxxxxxx & Co., Inc.
By /s/ Xxxx X. Xxxxx
-------------------------
Xxxx X. Xxxxx
