Amendment to Notice of Securities of a Successor Issuer Deemed to be Registered — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K12G3/A Amendment to Notice of Securities of a Successor 61 298K
Issuer Deemed to be Registered
10: EX-10.10 Material Contract 5 20K
11: EX-10.11 Material Contract 7 24K
12: EX-10.12 Material Contract 6 23K
13: EX-10.13 Material Contract 7 24K
14: EX-10.14 Material Contract 7 23K
15: EX-10.15 Material Contract 8 32K
2: EX-10.2 Material Contract 23 85K
3: EX-10.3 Material Contract 18 53K
4: EX-10.4 Material Contract 9 32K
5: EX-10.5 Material Contract 23 85K
6: EX-10.6 Material Contract 52 160K
7: EX-10.7 Material Contract 11 33K
8: EX-10.8 Material Contract 2 10K
9: EX-10.9 Material Contract 6 25K
EXHIBIT 10.9
WARRANT FORM
WARRANT NO. ________
T-REX OIL, INC.
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "U.S. SECURITIES ACT") OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
COMMON STOCK PURCHASE WARRANTS
THIS AGREEMENT, is effective as of ___________________, 20__
by and between T-Rex Oil, Inc., a Colorado corporation at 520 Zang Suite 250 St.
Broomfield, Colorado 80021 (the "Company"), and ____________________________(the
"WARRANT HOLDER"):
WHEREAS, the Company has entered into a Purchase and Sale
Agreement, effective as of ______________________, 20__, to acquire an oil and
gas lease commonly described as the _________________ Lease and related assets
located in the State of _____________, the ("_______________ Lease"); and
WHEREAS, the Company has agreed to grant Warrant Holder
_____________ warrants with an exercise price of $____________ as partial
payment for the purchase price of the ____________ Lease.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants herein contained and other good and valuable consideration, the
parties hereto hereby agree as follows:
1. GRANT OF WARRANTS. The Company hereby grants to the Warrant
Holder the right to purchase _____________ shares of the Common Stock of the
Company, par value $.001 per share ("COMMON STOCK"), at the Exercise Price set
forth below, at any time from the date hereof through the Expiration Date (the
"WARRANTS").
2. EXERCISE PRICE. The price of each share of Common Stock purchased
pursuant to this Warrant shall be $__________ per share (the "EXERCISE PRICE").
3. MANNER OF EXERCISE. (a) The Warrant Holder may exercise the Warrant (to
the extent it is then exercisable), in whole or in part, with respect to any
whole number of shares of Common Stock subject to the Warrants. The Warrant
Holder shall exercise the Warrants by giving the Company written notice, in a
form prescribed by the Company. Such notice shall specify the number of shares
of Common Stock to be purchased and shall be accompanied by payment, in cash or
certified check or by official bank check, of an amount equal to the Exercise
Price multiplied by the number of shares as to which the Warrants is being
exercised. (b) Warrant Holder shall have the right to effect a cashless exercise
of this Warrant, in whole or in part, by providing notice to the Company of its
election of a cashless exercise and specifying the number of shares of Common
Stock to be purchased, upon which the Company will issue Warrant Holder that
number of shares of Common Stock equal to the quotient obtained by dividing (x)
the product of the number of shares of Common Stock underlying the Warrant (or
portion thereof), multiplied by the difference between the Exercise Price and
the "Fair Market Value" (as defined below) by (y) the Fair Market Value. In the
event of a partial exercise of this Warrant, a substitute Warrant representing
the number of shares of Common Stock which were not acquired upon the exercise
of the Warrant shall be issued to the Warrant Holder. Upon a cashless exercise
of the Warrant pursuant to subsection (b) hereof, the holding period for
purposes of Rule 144 shall tack back to the original date of issuance of the
Warrant.
For purposes of this Section 3, the Fair Market Value of shares of Common
Stock delivered upon exercise of the Warrant shall (i) if "publicly traded" (as
defined below), be valued at the highest closing price of the securities for the
ten (10) trading day period ending on the trading day prior to the delivery to
the Company of an exercise notice by the Warrant Holder or (ii) if not publicly
traded, be valued in good faith by the Board of Directors of the Company, which
shall be at least equal to the highest price in which the Company issued Common
Stock to third party purchasers during the 12 months preceding the date of the
exercise notice. "Publicly traded" means a security which is listed or admitted
to unlisted trading privileges on a national securities exchange or as to which
sales or bid and offer quotations are reported in the automated quotation system
("NASDAQ") operated by the National Association of Securities Dealers, Inc. or
by either the OTC Markets Group, Inc. or the OTC Bulletin Board if not so
reported by NASDAQ.
4. DELIVERY OF STOCK CERTIFICATE. As soon as practicable after receipt of
the notice and/or payment referred to in Section 3 above, the Company shall
deliver to the Warrant Holder a certificate or certificates for the Common
Stock; provided, however, that the time of such delivery may be postponed by the
Company for such period of time as the Company may require for compliance with
any law, rule or regulation applicable to the issuance or transfer of shares.
The certificate or certificates representing the shares as to which the Warrants
has been exercised shall bear an appropriate legend setting forth any
restrictions applicable to such shares.
5. PIGGYBACK REGISTRATION RIGHTS. Whenever the Company proposes to register
any shares of its Common Stock under the Securities Act of 1933 (the "Securities
Act") (other than a registration effected solely to implement an employee
benefit plan), whether for its own account or for the account of one or more
stockholders of the Company, the Company shall give prompt written notice to the
Warrant Holder of its intention to file such a registration statement, and shall
include in such a registration statement all shares of Common Stock with respect
to which the Company has received written requests for inclusion from the
Warrant Holder.
6. ASSURANCES. Prior to or concurrently with delivery by the Company to the
Warrant Holder of a certificate(s) representing such Common Stock, the Warrant
Holder shall, if the Common Stock is not registered under the Securities Act,
give assurance reasonably satisfactory to the Company that such Common Stock is
being purchased for investment (unless such assurance is not necessary, as
determined by the Company) and not with a view to the distribution thereof other
than in compliance with the registration provisions of the Securities Act or any
exemption therefrom, and the Warrant Holder shall give such other assurance and
take such other action as the Company shall reasonably require to secure
compliance with any law, rule or regulation applicable to the issuance of
shares.
7. EXPIRATION OF WARRANTS. The Warrants and all rights of the Warrant
Holder to purchase shares of Common Stock hereunder shall expire on the _____
anniversary of the Closing (as such term is defined in the Purchase and Sale
Agreement) (the "Expiration Date").
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8. NOTICE. All notices, request, demands, waivers and communications
required or permitted to be given hereunder shall be in writing and shall be
delivered in person or mailed, certified or registered mail with postage
prepaid, or sent by facsimile, as follows:
(a) If to Company, to it at:
T-Rex Oil, Inc.
520 Zang Street
Broomfield, CO 80021
If to Warrant Holder, to:
or to such other address as either party hereto shall specify by notice in
writing to the other party in accordance with this Section. All such notices,
requests, demands, waivers and communications shall be deemed to have been
received on the date when given unless mailed, in which case on the third
business day after the mailing.
9. ADJUSTMENT. If the Company at any time shall, (i) by reclassification or
exchange of securities or otherwise, change all of the outstanding shares of
Common Stock into the same or a different number of securities of any other
class or classes, (ii) subdivide or split its Common Stock into a larger or
smaller number of outstanding Common Stock, (iii) make, issue, fix a record date
for or pay a dividend or other distribution in Common Stock or other securities
with respect to the Common Stock (or any shares of stock or other securities at
the time issuable upon exercise of the Warrants) or (iv) any other capital
reorganization of the capital stock of the Company, the Warrants shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable hereunder had the Warrant Holder exercised its rights
with respect to all of the Common Stock then represented by these Warrants
immediately prior to such action set forth in (i)-(iv) and the exercise price
shall be adjusted accordingly.
10. NO STOCKHOLDER RIGHTS. The Warrant Holder shall have no rights as a
stockholder with respect to shares of Common Stock subject to the Warrants until
payment for such shares shall have been made in full and until the date of the
issuance of stock certificates for such shares.
11. CHANGE OF CONTROL. In case of any capital reorganization of the capital
stock of the Company (other than a combination, stock split, reverse stock
split, reclassification or subdivision of shares otherwise provided for herein),
or any merger or consolidation of the Company with or into another corporation,
or the sale of all or substantially all the assets of the Company, then, and in
each such case as a part of such reorganization, merger, consolidation, sale or
transfer, lawful provision shall be made so that the Warrant Holder shall
thereafter be entitled to receive upon exercise of these Warrants until the
Expiration Date and upon payment of the Exercise Price (or exercise of the
Warrant Holder's cashless exercise option), the number of shares or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
Common Stock deliverable upon exercise of these Warrants would have been
entitled to receive in such reorganization, consolidation, merger, sale or
transfer if these Warrants had been exercised immediately before such
reorganization, merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this SECTION 11.
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12. NONTRANSFERABILITY. The Warrants is not transferable, other than by
will or the laws of descent and distribution, and may be exercised, during the
lifetime of the Warrant Holder only by the Warrant Holder, or the Warrant
Holder's guardian or legal representative. The term "Warrant Holder" shall
include any person having rights to exercise the Warrants under the Plan. In the
event of any attempt by the Warrant Holder to transfer, assign, pledge,
hypothecate or otherwise dispose of the Warrants or of any right hereunder,
except as provided for herein, or in the event of the levy of any attachment,
execution or similar process upon the rights or interest hereby conferred, the
Company may terminate the Warrants by notice to the Warrant Holder and it shall
thereupon become null and void.
13. RIGHT OF FIRST REFUSAL. In the event Warrant Holder proposes to sell,
pledge or otherwise transfer to a third party any Common Stock acquired under
this Agreement, or any interest in such Common Stock, and the Company, or any
successor, is not then required to file reports pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, then the
Company shall have a ten day right of first refusal with respect to such Common
Stock on the same terms offered to such third party.
14. LOCK-UP AGREEMENT. The Warrant Holder agrees that in connection with an
underwritten public offering of Common Stock, upon the request of the principal
underwriter managing such public offering, this Warrants and the shares of
Common Stock subject to the Warrants may not be sold, offered for sale or
similar financial effect or otherwise disposed of without the prior written
consent of such underwriter for a period of up to 180 days after the
effectiveness of the Registration Statement filed in connection with such
offering; provided the Company's officers, directors and 5% shareholders agree
to be similarly bound. The Warrant Holder further agrees to sign such further
documents which the Warrant Holder is requested to sign to give this Section
effect. The lock-up agreement established pursuant to this Section 14 shall have
perpetual duration.
15. CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Colorado.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
T-REX OIL, INC.
By:
--------------------------------
Name: Donald Walford
Title: CEO
WARRANT HOLDER
BY:
--------------------------------
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