WARRANT TO PURCHASE COMMON STOCK OF PETROSEARCH ENERGY CORPORATION
Exhibit
10.5
[FORM
OF]
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS
AVAILABLE.
WARRANT
TO PURCHASE
COMMON
STOCK OF
PETROSEARCH
ENERGY CORPORATION
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Date
of Issuance: November 9, 2007
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Warrant
No.______
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This
certifies that, for value received, PETROSEARCH ENERGY
CORPORATION, a Nevada corporation (the “Company”), grants
___________________, a ____________ [corporation/limited
partnership/limited liability company] (“Investor”) or its registered assigns
(the “Registered Holder”), the right to subscribe for and purchase from the
Company, at the Exercise Price (as defined herein), at any time and from time
to
time from and after 9:00 a.m. Central Standard Time on the Date of Issuance
(the
“Exercise Date”) and to and including 5:00 p.m., Central Standard Time on the
third anniversary of the Exercise Date (the “Expiration Date”),
_______________________ (_______) shares, as such number of
shares may be adjusted from time to time as described herein (the “Warrant
Shares”), of the Company’s common stock, par value $.001 per share (the “Common
Stock”), subject to the provisions and upon the terms and conditions herein set
forth. The “Exercise Price” per share of Common Stock shall be $1.50
per share.
This
Warrant is issued in connection
with the transactions described in that certain Note and Warrant Purchase
Agreement between the Company and Investor dated as of November 9, 2007 (the
“Purchase Agreement”). The holder of this Warrant is subject to
certain restrictions set forth in the Purchase Agreement and shall be entitled
to certain rights and privileges set forth in the Purchase
Agreement. All capitalized terms not defined herein shall have the
meaning set forth in the 8% Senior Secured Convertible Note between the Company
and the Investor dated of even date herewith.
Section
1. Registration. The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Records”), in the name of the Registered
Holder. The Company may deem and treat the Registered Holder as the
absolute owner of this Warrant for the purpose of any exercise hereof or any
distribution to the Registered Holder.
Section
2. Registration of
Transfers and Exchanges.
(a) Subject
to Section 9 hereof, the Company shall register the transfer of this Warrant,
in
whole or in part, upon records to be maintained by the Company for that purpose,
upon surrender of this Warrant, with the Form of Assignment attached hereto
completed and duly endorsed by the Registered Holder, to the Company at the
office specified in or pursuant to Section 3(b). Upon any such
registration of transfer, a new Warrant, in substantially the form of this
Warrant, evidencing the Common Stock purchase rights so transferred shall be
issued to the transferee and a new Warrant, in similar form, evidencing the
remaining Common Stock purchase rights not so transferred, if any, shall be
issued to the Registered Holder.
(b) This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder
at
the office of the Company specified in or pursuant to Section 3(b) hereof,
for
new Warrants, in substantially the form of this Warrant evidencing, in the
aggregate, the right to purchase the number of Warrant Shares which may then
be
purchased hereunder, each of such new Warrants to be dated the date of such
exchange and to represent the right to purchase such number of Warrant Shares
as
shall be designated by the Registered Holder at the time of such
surrender.
Section
3. Duration and Exercise
of this Warrant.
(a) This
Warrant shall be exercisable by the Registered Holder as to the Warrant Shares
at any time and from time to time during the period commencing on the Exercise
Date and ending on the Expiration Date. At 5:00 p.m., Central Standard Time,
on
the Expiration Date, this Warrant, to the extent not previously exercised,
shall
become void and of no further force or effect.
(b) Subject
to Sections 4, and 7 hereof, upon exercise or surrender of this Warrant, with
the Form of Election to Purchase attached hereto completed and duly endorsed
by
the Registered Holder, to the Company at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, Attention: President, or at such other address as the Company
may
specify in writing to the Registered Holder, and upon payment of the Exercise
Price multiplied by up to the number of Warrant Shares then issuable upon
exercise of this Warrant in lawful money of the United States of America, all
as
specified by the Registered Holder in the Form of Election to Purchase, the
Company shall promptly issue and cause to be delivered to or upon the written
order of the Registered Holder, and in such name or names as the Registered
Holder may designate, a certificate for the Warrant Shares issued upon such
exercise. Any person so designated in the Form of Election to
Purchase, duly endorsed by the Registered Holder, as the person to be named
on
the certificates for the Warrant Shares, shall be deemed to have become holder
of record of such Warrant Shares, evidenced by such certificates, as of the
Date
of Exercise (as hereinafter defined) of such Warrant.
(c) The
Registered Holder may pay the applicable Exercise Price pursuant to Section
3(b), at the option of the Registered Holder, either (i) in cash or by cashier’s
or certified bank check payable to the Company, or (ii) by wire transfer of
immediately available funds to the account which shall be indicated in writing
by the Company to the Registered Holder, in either case, in an amount equal
to
the product of the Exercise Price multiplied by the number of Warrant Shares
being purchased upon such exercise (the “Aggregate Exercise
Price”).
(d) The
“Date of Exercise” of any Warrant means the date on which the Company shall have
received (i) this Warrant, with the Form of Election to Purchase attached hereto
appropriately completed and duly endorsed, and (ii) payment of the Aggregate
Exercise Price as provided herein.
(e) This
Warrant shall not be exercisable until the Exercise Date (the “Exercise
Restriction Period”). Subject to the Exercise Restriction Period,
this Warrant shall be exercisable either in its entirety or, from time to time,
for part only of the number of Warrant Shares which are issuable
hereunder. If this Warrant shall have been exercised only in part,
the Company shall, at the time of delivery of the certificates for the Warrant
Shares issued pursuant to such exercise, deliver to the Registered Holder a
new
Warrant evidencing the rights to purchase the remaining Warrant Shares, which
Warrant shall be substantially in the form of this Warrant.
Section
4. Payment of Taxes and
Expenses.
(a) The
Company will pay all expenses and taxes (other than any federal or state income
tax or similar obligations of the Registered Holder) and other governmental
charges attributable to the preparation, execution, issuance and delivery of
this Warrant, any new Warrant and the Warrant Shares; provided,
however, that the Company shall not be required to pay any tax in respect
of the transfer of this Warrant or the Warrant Shares, or the issuance or
delivery of certificates for Warrant Shares upon the exercise of this Warrant,
to a person or entity other than a Registered Holder or an Affiliate (as
hereinafter defined) of such Registered Holder.
(b) An
“Affiliate” of any person or entity means any other person or entity directly or
indirectly controlling, controlled by or under direct or indirect common control
with such person or entity.
Section
5. Mutilated
or Missing Warrant Certificate. If this Warrant shall be
mutilated, lost, stolen or destroyed, upon request by the Registered Holder,
the
Company will issue, in exchange for and upon cancellation of the mutilated
Warrant, or in substitution for the lost, stolen or destroyed Warrant, a
substitute Warrant, in substantially the form of this Warrant, of like tenor,
but, in the case of loss, theft or destruction, only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction of
this Warrant and, if requested by the Company, indemnity also reasonably
satisfactory to it.
Section
6. Reservation, Listing
and Issuance of Warrant Shares.
(a) The
Company will at all times have authorized, and reserve and keep available,
free
from preemptive rights, for the purpose of enabling it to satisfy any obligation
to issue Warrant Shares upon the exercise of the rights represented by this
Warrant, the number of Warrant Shares deliverable upon exercise of this
Warrant. The Company will, at its expense, use it best efforts to
cause such shares to be included in or listed on (subject to issuance or notice
of issuance of Warrant Shares) all markets or stock exchanges in or on which
the
Common Stock is included or listed not later than the date on which the Common
Stock is first included or listed on any such market or exchange and will
thereafter maintain such inclusion or listing of all shares of Common Stock
from
time to time issuable upon exercise of this Warrant.
(b) Before
taking any action which could cause an adjustment pursuant to Section 7 hereof
reducing the Exercise Price below the par value of the Warrant Shares, the
Company will take any corporate action which may be necessary in order that
the
Company may validly and legally issue at the Exercise Price, as so adjusted,
Warrant Shares that are fully paid and non-assessable.
(c) The
Company covenants that all Warrant Shares will, upon issuance in accordance
with
the terms of this Warrant, be (i) duly authorized, fully paid and nonassessable,
and (ii) free from all taxes with respect to the issuance thereof and from
all
liens, charges and security interests.
Section
7. Adjustment of Number
of Warrant Shares.
(a) The
number of
Warrant Shares to be purchased upon exercise hereof is subject to change or
adjustment from time to time as hereinafter provided:
(i) Stock
Dividends; Stock Splits; Reverse Stock Splits;
Reclassifications. In case the Company shall (a) pay a dividend
with respect to its Common Stock in shares of capital stock, (b) subdivide
its
outstanding shares of Common Stock, (c) combine its outstanding shares of Common
Stock into a smaller number of shares of any class of Common Stock or (d) issue
any shares of its capital stock in a reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), other than
elimination of par value, a change in par value, or a change from par value
to
no par value (any one of which actions is herein referred to as an “Adjustment
Event”), the number of Warrant Shares purchasable upon exercise of
the Warrant immediately prior to the record date for such Adjustment Event
shall
be adjusted so that the Registered Holder shall thereafter be entitled to
receive the number of shares of Common Stock or other securities of the Company
(such other securities thereafter enjoying the rights of shares of Common Stock
under this Warrant) that such Registered Holder would have owned or have been
entitled to receive after the happening of such Adjustment Event, had such
Warrant been exercised immediately prior to the happening of such Adjustment
Event or any record date with respect thereto. An adjustment made
pursuant to this Section 7(a)(i) shall become effective immediately after the
effective date of such Adjustment Event retroactive to the record date, if
any,
for such Adjustment Event.
(ii) Adjustment
of Exercise Price. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant is adjusted pursuant to Section
7(a)(i), the Exercise Price for each Warrant Share payable upon exercise of
each
Warrant shall be adjusted by multiplying such Exercise Price immediately prior
to such adjustment by a fraction, the numerator of which shall be the number
of
shares of Common Stock purchasable upon the exercise of each Warrant immediately
prior to such adjustment, and the denominator of which
shall be the number of shares of Common Stock so purchasable immediately
thereafter.
(iii) Adjustments
for Consolidation, Merger, Sale of Assets, Reorganization,
etc. In case the Company (a) consolidates with or merges into any
other corporation and is not the continuing or surviving corporation of such
consolidation of merger, or (b) permits any other corporation to consolidate
with or merge into the Company and the Company is the continuing or surviving
corporation but, in connection with such consolidation or merger, the Common
Stock is changed into or exchanged for stock or other securities of any other
corporation or cash or any other assets, or (c) transfers all or substantially
all of its properties and assets to any other corporation, or (d) effects a
capital reorganization or reclassification of the capital stock of the Company
in such a way that holders of Common Stock shall be entitled to receive stock,
securities, cash and/or assets with respect to or in exchange for Common Stock,
then, and in each such case, proper provision shall be made so that, upon the
basis and upon the terms and in the manner provided in this subsection
7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any
time
after the consummation of such consolidation, merger, transfer, reorganization
or reclassification, shall be entitled to receive (at the aggregate Exercise
Price in effect for all shares of Common Stock issuable upon such exercise
immediately prior to such consummation as adjusted to the time of such
transaction), in lieu of shares of Common Stock issuable upon such exercise
prior to such consummation, the stock and other securities, cash and/or assets
to which such holder would have been entitled upon such consummation if the
Registered Holder had so exercised this Warrant immediately prior thereto
(subject to adjustments subsequent to such corporate action as nearly equivalent
as possible to the adjustments provided for in this Section).
(iv) Pro
Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to all holders of Common Stock (and not to the
Registered Holder) evidences of its indebtedness or assets (including cash and
cash dividends) or rights or warrants to subscribe for or purchase any security,
then in each such case the Exercise Price shall be adjusted by multiplying
such
Exercise Price in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution by a
fraction of which the denominator shall be the VWAP determined as of the record
date mentioned above, and of which the numerator shall be such VWAP on such
record date less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of Directors
of
the Company in good faith; provided, however, that the adoption of any so-called
“poison pill” by the Company will not trigger any adjustment hereunder, but upon
the exercise of the Warrant, any rights that attach to the Common Stock under
any such “poison pill” shall attach to the Warrant Shares issued upon exercise
of this Warrant. In either case the adjustments shall be described in
a statement delivered to the Registered Holder describing the portion of assets
or evidences of indebtedness so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be
made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.
(iv) De
Minimis Adjustments. No adjustment in the Exercise Price and
number of Warrant Shares purchasable hereunder shall be required unless such
adjustment would require an increase or decrease of at least $0.02 in the
Exercise Price; provided, however, that any adjustments which by reason of
this
Section 7(a)(iv) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations shall be
made to the nearest full share.
(b) Notice
of Adjustment. Whenever the number of Warrant Shares purchasable
upon the exercise of each Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall promptly notify the Registered Holder in writing
(such writing referred to as an “Adjustment Notice”) of such adjustment or
adjustments and shall deliver to such Registered Holder a statement setting
forth the number of shares of Common Stock purchasable upon the exercise of
each
Warrant and the Exercise Price after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.
(c) Other
Notices. In case at any time:
(i)
the Company
shall declare any cash dividend on its Common Stock;
(ii)
the Company
shall pay any dividend payable in stock upon its Common Stock or make any
distribution (other than regular cash dividends) to the holders of its Common
Stock;
(iii) the
Company shall offer for subscription pro rata to all of the holders of
its Common Stock any additional shares of stock of any class or other
rights;
(iv) the
Company shall authorize the distribution to all holders of its Common Stock
of
evidences of its indebtedness or assets (other than cash dividends or cash
distributions payable out of earnings or earned surplus or dividends payable
in
Common Stock);
(v) there
shall be any capital reorganization, or reclassification of the capital stock
of
the Company, or consolidation or merger of the Company with another corporation
(other than a subsidiary of the Company in which the Company is the surviving
or
continuing corporation and no change occurs in the Company’s Common Stock), or
sale of all or substantially all of its assets to another corporation;
or
(vi) there
shall be a voluntary or involuntary dissolution, liquidation, bankruptcy,
assignment for the benefit of creditors, or winding up of the
Company;
then,
in
any one or more of said cases the Company shall give written notice, addressed
to the Registered Holder at the address of such Registered Holder as shown
on
the books of the Company, of (1) the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution or
subscription rights, or (2) the date (or, if not then known, a reasonable
approximation thereof by the Company) on which such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, winding up or other action,
as the case may be, shall take place. Such notice shall also specify
(or, if not then known, reasonably approximate) the date as of which the holders
of Common Stock of record shall participate in such dividend, distribution
or
subscription rights, or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, winding up, or other
action, as the case may be. Such written notice shall be given
(except as to any bankruptcy proceeding) at least five (5) days prior to the
action in question and not less than five (5) days prior to the record date
or
the date on which the Company’s transfer books are closed in respect
thereto. Such notice shall also state that the action in question or
the record date is subject to the effectiveness of a registration statement
under the 1933 Act, or to a favorable vote of stockholders, if either is
required.
(d) Statement
on Warrants. The form of this Warrant need not be changed because
of any change in the Exercise Price or in the number or kind of shares
purchasable upon the exercise of a Warrant. However, the Company may
at any time in its sole discretion make any change in the form of the Warrant
that it may deem appropriate and that does not affect the substance thereof
and
any Warrant thereafter issued, whether in exchange or substitution for any
outstanding Warrant or otherwise, may be in the form so changed.
(e) Fractional
Interest. The Company shall not be required to issue fractional
Warrant Shares on the exercise of the Warrants. The number of full
Warrant Shares which shall be issuable upon such exercise shall be computed
on
the basis of the aggregate number of whole shares of Common Stock purchasable
on
the exercise of the Warrants so presented. If any fraction of a share
of Common Stock would, except for the provisions of this Section 7(e) be
issuable on the exercise of the Warrants (or specified proportion thereof),
the
Company shall pay an amount in cash calculated by it to be equal to the then
fair value of one share of Common Stock, as determined by the Board of Directors
of the Company in good faith, multiplied by such fraction computed to the
nearest whole cent.
Section
8. No
Rights or Liabilities as a Stockholder. The Registered
Holder shall not be entitled to vote or be deemed the holder of Common Stock
or
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer
upon
the holder of this Warrant, as such, the rights of a stockholder of the Company
or the right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or
subscription rights or otherwise, until the Date of Exercise shall have
occurred. No provision of this Warrant, in the absence of affirmative
action by the Registered Holder hereof to purchase shares of Common Stock,
and
no mere enumeration herein of the rights and privileges of the Registered
Holder, shall give rise to any liability of such holder for the Exercise Price
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
Section
9. Transfer
Restrictions; Registration of the Warrant and Warrant
Shares.
(a) Neither
the Warrant nor the Warrant Shares have been registered under the 1933
Act. The Registered Holder, by acceptance hereof, represents that it
is acquiring this Warrant to be issued to it for its own account and not with
a
view to the distribution thereof, and agrees not to sell, transfer, pledge
or
hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant
Shares unless a registration statement is effective for this Warrant or the
Warrant Shares under the 1933 Act, or in the opinion of such Registered Holder’s
counsel reasonably satisfactory to the Company, a copy of which opinion shall
be
delivered to the Company, such registration is not required as some other
exemption from the registration requirement of the 1933 Act and applicable
laws
is available.
(b) Subject
to the provisions of the following paragraph of this Section 9, each Certificate
for Warrant Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE 1933 ACT, AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER
HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT
AS
SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
APPLICABLE LAWS IS AVAILABLE.
(c) The
restrictions and requirements set forth in the foregoing paragraph shall apply
with respect to Warrant Shares unless and until such Warrant Shares are sold
or
otherwise transferred pursuant to an effective registration statement under
the
1933 Act or are otherwise no longer subject to the restrictions of the 1933
Act,
at which time the Company agrees to promptly cause such restrictive legends
to
be removed and stop transfer restrictions applicable to such Warrant Shares
to
be rescinded.
(d) The
Company will use its best efforts to comply with the reporting requirements
of
Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (whether or not it shall be required to do so pursuant to such
Sections) and will use its best efforts to comply with all other public
information reporting requirements of the Securities and Exchange Commission
(“SEC”) including, without limitation, Rule 144 promulgated under the ▇▇▇▇ ▇▇▇)
from time to time in effect and relating to the availability of an exemption
from the 1933 Act for sale of restricted securities. The Company also
will cooperate with the Registered Holder and with each holder of any Warrant
Shares in supplying such information as may be necessary for any such holders
to
complete and file any information reporting forms presently or hereafter
required by the SEC as a condition to the availability of an exemption from
the
1933 Act for the sale of restricted securities.
Section
10. Registration
Rights. The Holder shall have and be entitled to exercise the rights of
registration granted under the Registration Rights Agreement dated November
9,
2007 between the Company and Investor.
Section
11. Notices. All
notices, requests, demands and other communications relating to this Warrant
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by United States certified or registered first-class mail,
postage prepaid, return receipt requested, to the parties hereto at the
following addresses or at such other address as any party hereto shall hereafter
specify by notice to the other party hereto:
(a) If
to the Registered Holder of this Warrant or the holder of the Warrant Shares,
addressed to the address of such Registered Holder or holder as set forth on
books of the Company or otherwise furnished by the Registered Holder or holder
to the Company.
(b) If
to the Company, addressed to:
Petrosearch
Energy Corporation
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
Attn:
President
Section
12. Binding
Effect. This Warrant shall be binding upon and inure to the
sole and exclusive benefit of the Company, its successors and assigns, and
the
holder or holders from time to time of this Warrant and the Warrant
Shares.
Section
13. Survival
of Rights and Duties. This Warrant shall terminate and be of
no further force and effect on the earlier of (i) 5:00 p.m., Central Standard
Time, on the Expiration Date and (ii) the date on which this Warrant and all
purchase rights evidenced hereby have been exercised, except that the provisions
of Sections 4, 6(c), 10 and 11 hereof shall continue in full force and effect
after such termination date.
Section
14. Governing
Law. This Warrant shall be construed in accordance with and
governed by the laws of the State of Texas.
Section
15. Section
Headings. The Section headings in this Warrant are for
purposes of convenience only and shall not constitute a part
hereof.
[SIGNATURES
APPEAR ON THE FOLLOWING PAGE.]
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed under its
corporate seal by its officers thereunto duly authorized as of the date
hereof.
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PETROSEARCH
ENERGY CORPORATION
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By:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇, President and CEO
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By:
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▇▇▇▇▇
▇▇▇▇▇▇▇, Vice President and CFO
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Signature
Page to Warrant
FORM
OF ELECTION TO PURCHASE
(To
Be
Executed Upon Exercise of this Warrant)
To
Petrosearch Energy Corporation:
The
undersigned, the record holder of this Warrant (Warrant No. _____), hereby
irrevocably elects to exercise the right, represented by this Warrant, to
purchase ___________ of the Warrant Shares and herewith and hereby tenders
payment for such Warrant Shares to the order of Petrosearch Energy Corporation
of $_________ representing the full purchase price for such shares at the price
per share provided for in such Warrant and the delivery of any applicable taxes
payable by the undersigned pursuant to such Warrant.
The
undersigned requests that
certificates for such shares be issued in the name of:
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(Please
print name and address)
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Social
Security or Tax Identification No.
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In
the event that not all of the
purchase rights represented by the Warrant are exercised, a new Warrant,
substantially identical to the attached Warrant, representing the rights
formerly represented by the attached Warrant which have not been exercised,
shall be issued in the name of and delivered to:
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(Please
print name and address)
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Social
Security or Tax Identification No.
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Dated:
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Name
of Holder (Print):
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By:
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(Name):
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(Title):
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Form
of Election to Purchase
FORM
OF ASSIGNMENT
FOR
VALUE RECEIVED, ________________
hereby sells, assigns and transfers to each assignee set forth below all of
the
rights of the undersigned under the attached Warrant (Warrant No. ___) with
respect to the number of shares of Common Stock covered thereby set forth
opposite the name of such assignee unto:
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Name
of Assignee
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Address
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Number
of Shares of
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Of Common Stock
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If
the total of said purchase rights
represented by the Warrant shall not be assigned, the undersigned requests
that
a new Warrant Certificate evidencing the purchase rights not so assigned be
issued in the name of and delivered to the undersigned.
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Dated:
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Name
of Holder (Print):
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(Signature
of Holder)
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