Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY.
#W-001 1,250,000 WARRANTS
VOID AFTER 5:00 P.M., CENTRAL STANDARD TIME ON FEBRUARY 22, 2013
COMMON STOCK PURCHASE WARRANT
OF
BARON ENERGY, INC.
BARON ENERGY, INC., a Nevada corporation (the "Company"), hereby certifies
that, for value received, SUNRISE SECURITIES CORP. (the "Warrant Holder") is the
owner of the number of common stock purchase warrants ("Warrants") specified
above, each of which entitles the holder thereof to purchase, at any time during
the period commencing on the Commencement Date (as defined herein) and ending on
the Expiration Date (as defined herein), one fully paid and non-assessable share
of the Company's common stock, par value $.001 per share ("Common Stock"), at a
purchase price equal to the Exercise Price (as defined below) in lawful money of
the United States of America in cash, subject to adjustment as hereinafter
provided.
1. Warrant; Exercise Price.
(a) Each Warrant shall entitle the Warrant Holder the right to purchase one
share of Common Stock of the Company (individually, a "Warrant Share" severally,
the "Warrant Shares").
(b) The purchase price payable upon exercise of each Warrant ("Exercise
Price") shall be $0.01 per Warrant Share. The Exercise Price and number of
Warrant Shares purchasable pursuant to each Warrant are subject to adjustment as
provided in Section 8.
2. Exercise of Warrant; Expiration Date.
(a) This Warrant is exercisable at any time and from time to time
commencing on February 22, 2011 ("Commencement Date") and ending at 5:00 p.m.,
Central Standard Time on February 22, 2013, or if such date shall in the State
of Texas be a holiday or a day on which banks are authorized to close, then 5:00
p.m., Central Standard Time the next following day which in the State of Texas
is not a holiday or a day on which banks are authorized to close (the
"Expiration Date"), in whole or from time to time in part, at the option of the
Warrant Holder, upon surrender of this Warrant to the Company together with a
duly completed Notice of Exercise in the form attached hereto and payment of an
amount equal to the then applicable Exercise Price multiplied by the number of
Warrant Shares then being purchased upon such exercise, except as provided in
Section 2(b).
(b) If the Common Stock is registered under Section 12 of the Securities
Exchange Act of 1934, as amended, the Warrant Holder may elect to pay all or
part of the Exercise Price by surrendering shares of Common Stock to the
Company, including by allowing the Company to deduct from the number of Warrant
Shares deliverable upon exercise of this Warrant, a number of such shares which
has an aggregate Fair Market Value, determined as of the average of the last
sale price (defined hereunder) of the Common Stock for the 20 consecutive
trading days immediately preceding the date of exercise of this Warrant, equal
to the aggregate Exercise Price. In the event that the Warrant Holder elects to
utilize the "cashless exercise" procedure contained in this Section 2(b), this
Warrant is exercisable upon surrender of this Warrant to the Company together
with a duly completed Notice of Exercise in the form attached hereto and
surrender of that number of shares of Common Stock equal to the aggregate
Exercise Price determined in accordance with Section 2(b)(i) or (ii). The "Fair
Market Value" per share of Common Stock on any relevant date shall be determined
in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Pink Sheets, LLC,
NASD OTC Bulletin Board or other inter-dealer electronic quotation service, then
the Fair Market Value shall be the average of the last sale price per share of
the Common Stock for the 20 consecutive trading days preceding the date of
exercise of this Warrant; or
(ii) If the Common Stock is at the time listed on any Exchange, then
the Fair Market Value shall be the average of the last sale price per share of
the Common Stock for the 20 consecutive trading days preceding the date of
exercise of this Warrant, on the Exchange determined to be the primary market
for the Common Stock. The term "Exchange" shall mean any organization,
association, or group of persons, whether incorporated or unincorporated, which
constitutes, maintains, or provides a market place or facilities for bringing
together purchasers and sellers of securities or for otherwise performing with
respect to securities the functions commonly performed by a stock exchange as
that term is generally understood, and includes the market place and the market
facilities maintained by such exchange. (c) Each exercise of this Warrant shall
be deemed to have been effected immediately prior to the close of business on
the day on which this Warrant shall have been surrendered to the Company as
provided in this Section 2. At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in Section 2(d) shall be deemed to have become the holder or holders
of record of the Warrant Shares represented by such certificates.
(d) Within three business days after the exercise of the purchase right
represented by this Warrant, the Company at its expense will use commercially
reasonable efforts to cause to be issued in the name of, and delivered to, the
Warrant Holder, or, subject to the terms and conditions hereof, to such other
individual or entity as such Warrant Holder (upon payment by such Warrant Holder
of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of Warrant Shares to
which such Warrant Holder shall be entitled upon such exercise. No fractional
shares will be issued but instead will be rounded down to the nearest whole
share, and
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(ii) in case such exercise is in part only, a new Warrant or Warrants
(dated the date hereof) of like tenor, stating on the face or faces thereof the
number of Warrant Shares currently stated on the face of this Warrant minus the
number of such Warrant Shares purchased by the Warrant Holder upon such exercise
as provided in this Section 2 (in each case prior to any adjustments made
thereto pursuant to the provisions of this Warrant).
3. Registration and Transfer on Company Books. The Company (or an agent of the
Company) will maintain a register containing the names and addresses of the
Warrant Holders. Any Warrant Holder may change its, his or her address as shown
on the warrant register by written notice to the Company requesting such change.
The Company shall register upon its books any transfer of a Warrant upon
surrender of same as provided in Section 5.
4. Reservation of Shares. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such Warrant Shares and other stock, securities and property, as from time to
time shall be issuable upon the exercise of this Warrant. As long as the Warrant
shall be outstanding, the Company shall use its commercially reasonable efforts
to cause all Warrant Shares issuable upon exercise of the Warrants to be listed
(subject to official notice of issuance) on each Exchange (or, if applicable,
quoted on Nasdaq, the OTC Bulletin Board or Pink Sheets, LLC or any successor
electronic quotation service and trading market) on which the Common Stock is
then listed and/or quoted, if any.
5. Exchange, Transfer, Assignment or Loss or Mutilation of Warrants. This
Warrant is exchangeable, without expense, at the option of the Warrant Holder,
upon presentation and surrender hereof to the Company for other warrants of
different denominations entitling the holder thereof to purchase in the
aggregate the same number of Warrant Shares purchasable hereunder. Subject to
the terms of Section 6 and 7, upon surrender of this Warrant to the Company at
its principal office or at the office of its transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall be promptly canceled. This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation hereof at the
principal office of the Company together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Warrant Holder hereof. The term "Warrant" as used herein includes any Warrants
into which this Warrant may be divided or exchanged. Upon receipt by the Company
of reasonable evidence of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company, or, in the case of mutilation,
upon surrender and cancellation of the mutilated Warrant, the Company shall
execute and deliver in lieu thereof a new Warrant of like tenor and date
representing an equal number of Warrants.
6. Limitation on Exercise and Sales.
(a) Each holder of this Warrant acknowledges that this Warrant and the
Warrant Shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), as of the date of issuance hereof. This Warrant
only may be transferred to a transferee who certifies in writing to the Warrant
Holder and to the Company that such transferee is an "accredited investor"
within the meaning of Rule 501 of Regulation D promulgated under the Securities
Act. The Company shall be under no obligation to issue the Warrant Shares
covered by such exercise unless and until the Warrant Holder shall have executed
the form of exercise annexed hereto that states that at the time of such
exercise that it is then an "accredited investor" within the meaning of Rule 501
of Regulation D, is acquiring such Warrant Shares for its own account, and will
not transfer the Warrant Shares unless pursuant to an effective and current
registration statement under the Securities Act or an exemption from the
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registration requirements of the Securities Act and any other applicable
restrictions, in which event the Warrant Holder shall be bound by the provisions
of a legend or legends to such effect that shall be endorsed upon the
certificate(s) representing the Warrant Shares issued pursuant to such exercise.
In such event, the Warrant Shares issued upon exercise hereof shall be imprinted
with a legend in substantially the form provided in Section 7(b).
(b) Warrant Holder represents and warrants that it is acquiring this
Warrant for its own account, for purposes of investment, and not with a view to,
or for sale in connection with, any distribution thereof within the meaning of
the Securities Act and the rules and regulations promulgated thereunder. Warrant
Holder represents, warrants and agrees that it will not sell, exercise, transfer
or otherwise dispose of this Warrant (or any interest therein) or any of the
Warrant Shares purchasable upon exercise hereof, except pursuant to (i) an
effective registration statement under the Securities Act and applicable state
securities laws; or (ii) an opinion of the Company's corporate counsel that an
exemption from registration under the Securities Act and such laws is available.
Warrant Holder further acknowledges and agrees that the Company is not required,
legally or contractually, to so register or qualify the Warrant or such Warrant
Shares or to take any action to make such an exemption available. Warrant Holder
understands that the Company will be relying upon the truth and accuracy of the
representations and warranties contained in this Section 6 in issuing this
Warrant and such Warrant Shares without first registering the issuance thereof
under the Securities Act or qualifying or registering the issuance thereof under
any state securities laws that may be applicable.
(c) Warrant Holder acknowledges and agrees that (i) there is not now, and
there may not be in the future, any public market for the Warrant; (ii) although
the Company's Common Stock is currently quoted on the Pink Sheets, there can be
no assurance that this or any other market will be sustained in the future; and
(iii) there can be no assurance that Warrant Holder will be able to liquidate
its investment in the Company. Warrant Holder represents and warrants that it is
familiar with and understands the terms and conditions of Rule 144 promulgated
under the Securities Act.
(d) Warrant Holder represents and warrants to the Company that (i) it has
such knowledge and experience in financial and business matters as is necessary
to enable it to evaluate the merits and risks of any investments in the Company
and is not utilizing any other person to be a purchaser representative in
connection with evaluation of such merits and risks; and (ii) it has no need for
liquidity in an investment in the Company and is able to bear the risk of that
investment for an indefinite period and to afford a complete loss thereof.
(e) Warrant Holder represents and warrants that it has had access to, and
has been furnished with, all of the information it has requested from the
Company and has had an opportunity to review the books and records of the
Company and to discuss with management and members of the board of directors of
the Company the business and financial affairs of the Company.
(f) Warrant Holder agrees that at the time of each exercise of this
Warrant, unless the issuance of the Warrant Shares issuable thereupon is
pursuant to an effective registration statement under the Securities Act and
under applicable state blue sky laws, Warrant Holder will provide the Company
with a letter embodying the representations and warranties set forth in Sections
6(b) through (e), in form and substance satisfactory to the Company, and agrees
that the certificate(s) representing any shares issued to it upon any exercise
of this Warrant may bear such restrictive legend as the Company may deem
necessary to reflect the restricted status of such Warrant Shares under the
Securities Act unless the Company shall have received from its corporate counsel
an opinion that such restrictive legend is not required
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7. Transfer Restrictions.
(a) Transfer Restrictions. If, at the time of the surrender of this Warrant
in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be registered pursuant to an effective registration statement under
the Securities Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such transfer (i) that the
Warrant Holder or transferee of this Warrant, as the case may be, furnish to the
Company a written opinion of counsel (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions and
reasonably satisfactory to counsel for the Company) to the effect that such
transfer may be made without registration under the Securities Act and under
applicable state securities or blue sky laws; (ii) that the holder or transferee
execute and deliver to the Company an investment letter in form and substance
acceptable to the Company; (iii) that transferee agree in writing with the
Company to be bound by the terms and conditions of this Warrant applicable to
the Warrant Holder; and (iv) that the transferee be an "accredited investor" as
defined in Regulation D promulgated under the Securities Act.
(b) Legend. The Warrant Shares issuable on the exercise of the Warrant
shall bear the following or similar legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE COMPANY.
(c) Restrictions. The Holder acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.
8. Adjustment of Exercise Price and Number of Warrant Shares Deliverable. The
Exercise Price and the number of Warrant Shares purchasable pursuant to each
Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 8:
(a) In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any shares of its Common Stock as a stock
dividend or subdivide the number of outstanding shares of its Common Stock into
a greater number of shares of Common Stock, then in either of such cases, the
then applicable Exercise Price per Warrant Share purchasable pursuant to this
Warrant in effect at the time of such action shall be proportionately reduced
and the number of Warrant Shares at that time purchasable pursuant to this
Warrant shall be proportionately increased; and conversely, in the event the
Company shall reduce the number of outstanding shares of Common Stock by
combining such shares of Common Stock into a smaller number of shares of Common
Stock, then, in such case, the then applicable Exercise Price per Warrant Share
purchasable pursuant to this Warrant in effect at the time of such action shall
be proportionately increased and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately decreased. If the
Company shall, at any time during the life of this Warrant, declare a dividend
payable in cash on its Common Stock and shall at substantially the same time
offer to its stockholders a right to purchase new shares of Common Stock from
the proceeds of such dividend or for an amount substantially equal to the
dividend, all shares of Common Stock so issued shall, for the purpose of this
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Warrant, be deemed to have been issued as a dividend. Any dividend paid or
distributed upon the Common Stock in stock of any other class of securities
convertible into shares of Common Stock shall be treated as a dividend paid in
shares of Common Stock to the extent that shares of Common Stock are issuable
upon conversion thereof.
(b) In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding
shares of Common Stock, (other than a change in par value to no par value), or
the Company or a successor corporation shall consolidate or merge with or convey
all or substantially all of its or of any successor corporation's property and
assets to any other corporation or corporations (any such other corporations
being included within the meaning of the term "successor corporation"
hereinbefore used in the event of any consolidation or merger of any such other
corporation with, or the sale of all or substantially all of the property of any
such other corporation to, another corporation or corporations), then the holder
of this Warrant shall thereafter have the right to purchase, upon the basis and
on the terms and conditions specified in this Warrant, in lieu of the Warrant
Shares theretofore purchasable upon the exercise of this Warrant, such shares of
stock, securities or assets as may be issued or payable with respect to, or in
exchange for, the number of Warrant Shares theretofore purchasable upon the
exercise of this Warrant, had such recapitalization, consolidation, merger, or
conveyance not taken place; and in any such event, the rights of the Warrant
Holder to any adjustment in the number of Warrant Shares purchasable upon the
exercise of this Warrant, as herein provided, shall continue and be preserved in
respect of any stock which the Warrant Holder becomes entitled to purchase.
9. Rights of the Holder. The Warrant Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Warrant Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company prior to the Exercise Date and then
only with respect to the Warrant Shares issued with respect thereto.
10. Notices of Record Date. In case:
(a) the Company shall take a record of the holders of its shares of Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of any class or any other securities, or to receive any
other right; or
(b) of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Warrant Holder a notice specifying, as the case may be (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right; or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of shares of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, or transfer.
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11. Successors. The rights and obligations of the parties to this Warrant will
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
12. Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against whom enforcement of the
change or waiver is sought.
13. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant. Wherever possible, each provision of this Warrant shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the Texas civil or state courts or the federal courts located in or having
jurisdiction over New Braunfels, Texas. The parties and the individuals
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs.
15. Mailing of Notices, Etc. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (a) personally served;
(b) deposited in the mail, registered or certified, return receipt requested,
postage prepaid; (c) delivered by reputable courier service with charges
prepaid; or (d) transmitted by via facsimile or email delivery of a ".pdf"
format data file, 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 (i) upon hand delivery or delivery by facsimile or email, with
accurate confirmation generated by the transmitting facsimile machine or email
server, 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 (ii) 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. The addresses for such
communications shall be: if to the Company, to: Baron Energy, Inc., ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Facsimile (▇▇▇) ▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, email: ▇▇▇▇▇@▇▇▇.▇▇▇, and (ii) if to the registered holder of this
Warrant: to his or her last known address, facsimile and/or email as indicated
on the Company's books and records.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer as of February 22, 2011.
BARON ENERGY, INC. a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President and CEO
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Notice of Exercise
To Be Executed by the Warrant Holder
In Order to Exercise Warrants
TO: Baron Energy, Inc.
The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of the common stock, par value $.001 per share ("Common
Stock"), of Baron Energy, Inc., pursuant to Warrant No. 001 heretofore issued to
Sunrise Securities Corp. on February 22, 2011; (2) encloses a cash payment of
$__________; or (3) surrenders shares of Common Stock or Warrant Shares pursuant
to the cashless exercise procedure provided for in the following paragraph; and
(4) requests that a certificate for the Warrant Shares be issued in the name of
the undersigned, or the undersigned's designee, and delivered to the
undersigned, or the undersigned's designee, at the address specified below.
The undersigned hereby elects to subscribe for Warrant Shares by cashless
exercise of the Warrant in accordance with Section 2(b), and indicates below the
number of shares of Common Stock or Warrant Shares to be surrendered and
provides the calculation (pursuant to Section 2(b)(i) or (ii) of the Warrant)
for the number of shares to be surrendered:
Number of shares to be Surrendered:
---------------------------
Calculation Pursuant to Section 2(b):
-------------------------
The undersigned hereby represents and warrants to the Company that it is an
"Accredited Investor" within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), and is
acquiring these securities for its own account and not with a view to, or for
sale in connection with, any distribution thereof, nor with any present
intention of distributing or selling the same. The undersigned further
represents that it does not have any contract, agreement, understanding or
arrangement with any person to sell, transfer or grant the shares of Common
Stock issuable under this Warrant. The undersigned understands that the shares
it will be receiving are "restricted securities" under Federal securities laws
inasmuch as they are being acquired from Baron Energy, Inc., in transactions not
including any public offering and that under such laws, such shares may only be
sold pursuant to an effective and current registration statement under the
Securities Act or an exemption from the registration requirements of the
Securities Act and any other applicable restrictions, in which event a legend or
legends will be placed upon the certificate(s) representing the Common Stock
issuable under this Warrant denoting such restrictions. The undersigned
understands and acknowledges that the Company will rely on the accuracy of these
representations and warranties in issuing the securities underlying the Warrant.
[WARRANT NOTICE OF EXERCISE SIGNATURE PAGE TO FOLLOW]
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[WARRANT NOTICE OF EXERCISE SIGNATURE PAGE]
Date:
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Investor Name:
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Taxpayer Identification Number:
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By:
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Printed Name:
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Title:
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Address:
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Note: The above signature should correspond exactly with the name on
the face of this Warrant or with the name of assignee appearing in
assignment form below.
AND, if said number of Warrant Shares shall be less than the total number of
Warrant Shares purchasable under the Warrant, a new Warrant is to be issued in
the name of said undersigned for the balance remaining number of Warrant Shares
purchasable thereunder.
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ASSIGNMENT FORM
To be executed by the Warrant Holder
In order to Assign Warrants
FOR VALUE RECEIVED,____________________________________ hereby sell, assigns and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
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(Please print or type name and address)
______________________ of the Warrants represented by this Warrant, and hereby
irrevocably constitutes and appoints ________________________ Attorney to
transfer this Warrant on the books of the Company, with full power of
substitution in the premises.
Dated:
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(Signature of Registered Holder)
THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
CERTIFICATION OF STATUS OF TRANSFEREE
TO BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The undersigned transferee hereby certifies to the registered holder of this
Warrant and to Baron Energy, Inc., a Nevada corporation located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ that the transferee is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended.
Dated:
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(Signature of Transferee)
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