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EXHIBIT 4.1
EXHIBIT A
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY
APPLICABLE
STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH
REGISTRATION
REQUIREMENTS.
Right to Purchase up to 1,000,000 Shares of Common Stock of
Petrol Oil and Gas, Inc.
(subject to adjustment as provided herein)
FORM OF COMMON STOCK PURCHASE WARRANT
No. POIG-001 Issue Date: December 17, 2008
Petrol Oil and Gas, Inc., a corporation organized under the laws
of the
State of Nevada (the "Company"), hereby certifies that, for
value received,
___________________, or assigns (the "Holder"), is entitled,
subject to the
terms set forth below, to purchase from the Company (as defined
herein) from and
after the Issue Date of this Warrant and at any time or from
time to time before
5:00 p.m., New York time, through the close of business December
17, 2008 (the
"Expiration Date"), up to One Million (1,000,000) fully paid and
non-assessable
shares of Common Stock (as hereinafter defined), $0.01 par value
per share, at
the applicable Exercise Price per share (as defined below). The
number and
character of such shares of Common Stock and the applicable
Exercise Price per
share are subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise
requires,
have the following respective meanings:
(a) Common Stock" means (i) the Company's Common Stock, par
value
$0.01 per share; and (ii) any other securities into which or for
which any
of the securities described in the preceding clause (i) may be
converted or
exchanged pursuant to a plan of recapitalization,
reorganization, merger,
sale of assets or otherwise.
(b) "Company" means Petrol Oil and Gas, Inc. and any person or
entity
which shall succeed, or assume the obligations of, Petrol Oil
and Gas, Inc.
hereunder.
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(c) "Exercise Price" means a price of $0.20 per share, subject
to
adjustment as provided herein.
(d) "Other Securities" means any stock (other than Common Stock)
and
other securities of the Company or any other person (corporate
or
otherwise) which the Holder at any time shall be entitled to
receive, or
shall have received, on the exercise of this Warrant, in lieu of
or in
addition to Common Stock, or which at any time shall be issuable
or shall
have been issued in exchange for or in replacement of Common
Stock or Other
Securities pursuant to Section 4 or otherwise.
1. Exercise of Warrant.
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1.1 Number of Shares Issuable upon Exercise. From and after the
date
hereof through and including the Expiration Date, the Holder
shall be entitled
to receive, upon exercise of this Warrant in whole or in part,
by delivery of an
original or fax copy of an exercise notice in the form attached
hereto as
Exhibit A (the "Exercise Notice"), shares of Common Stock of the
Company,
subject to adjustment pursuant to Section 4.
1.2 Fair Market Value. For purposes hereof, the "Fair Market
Value" of a
share of Common Stock as of a particular date (the
"Determination Date") shall
mean:
(a) If the Company's Common Stock is traded on the American
Stock
Exchange or another national exchange or is quoted on the
National or
Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then
the
closing or last sale price, respectively, reported for the last
business
day immediately preceding the Determination Date.
(b) If the Company's Common Stock is not traded on the
American
Stock Exchange or another national exchange or on the Nasdaq but
is traded
on the NASD Over The Counter Bulletin Board, then the mean of
the average
of the closing bid and asked prices reported for the last
business day
immediately preceding the Determination Date.
(c) Except as provided in clause (d) below, if the Company's
Common
Stock is not publicly traded, then as the Holder and the Company
agree or
in the absence of agreement by arbitration in accordance with
the rules
then in effect of the American Arbitration Association, before a
single
arbitrator to be chosen from a panel of persons qualified by
education and
training to pass on the matter to be decided.
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a
liquidation,
dissolution or winding up pursuant to the Company's charter,
then all
amounts to be payable per share to holders of the Common Stock
pursuant to
the charter in the event of such liquidation, dissolution or
winding up,
plus all other amounts to be payable per share in respect of the
Common
Stock in liquidation under the charter, assuming for the
purposes of this
clause (d) that all of the shares of Common Stock then issuable
upon
exercise of this Warrant are outstanding at the Determination
Date.
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1.3 Company Acknowledgment. The Company will, at the time of
the
exercise of this Warrant, upon the request of the Holder
acknowledge in writing
its continuing obligation to afford to the Holder any rights to
which the Holder
shall continue to be entitled after such exercise in accordance
with the
provisions of this Warrant. If the Holder shall fail to make any
such request,
such failure shall not affect the continuing obligation of the
Company to afford
to the Holder any such rights.
1.4 Trustee for Warrant Holders. In the event that a bank or
trust
company shall have been appointed as trustee for the Holder
pursuant to
Subsection 3.2, such bank or trust company shall have all the
powers and duties
of a warrant agent (as hereinafter described) and shall accept,
in its own name
for the account of the Company or such successor person as may
be entitled
thereto, all amounts otherwise payable to the Company or such
successor, as the
case may be, on exercise of this Warrant pursuant to this
Section 1.
2. Procedure for Exercise.
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2.1 Delivery of Stock Certificates, Etc., on Exercise. The
Company
agrees that the shares of Common Stock purchased upon exercise
of this Warrant
shall be deemed to be issued to the Holder as the record owner
of such shares as
of the close of business on the date on which this Warrant shall
have been
surrendered and payment made for such shares in accordance
herewith. As soon as
practicable after the exercise of this Warrant in full or in
part, and in any
event within three (3) business days thereafter, the Company at
its expense
(including the payment by it of any applicable issue taxes) will
cause to be
issued in the name of and delivered to the Holder, or as the
Holder (upon
payment by the Holder of any applicable transfer taxes) may
direct in compliance
with applicable securities laws, a certificate or certificates
for the number of
duly and validly issued, fully paid and non-assessable shares of
Common Stock
(or Other Securities) to which the Holder shall be entitled on
such exercise,
plus, in lieu of any fractional share to which the Holder would
otherwise be
entitled, cash equal to such fraction multiplied by the then
Fair Market Value
of one full share, together with any other stock or other
securities and
property (including cash, where applicable) to which the Holder
is entitled upon
such exercise pursuant to Section 1 or otherwise.
2.2 Exercise.
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(a) Payment may be made either (i) in cash by wire transfer
of
immediately available funds or by certified or official bank
check payable
to the order of the Company equal to the applicable aggregate
Exercise
Price, (ii) by delivery of this Warrant, or shares of Common
Stock and/or
Common Stock receivable upon exercise of this Warrant in
accordance with
the formula set forth in subsection (b) below, or (iii) by a
combination
of any of the foregoing methods, for the number of shares of
Common Stock
specified in such Exercise Notice (as such exercise number shall
be
adjusted to reflect any adjustment in the total number of shares
of Common
Stock issuable to the Holder per the terms of this Warrant) and
the Holder
shall thereupon be entitled to receive the number of duly
authorized,
validly issued, fully-paid and non-assessable shares of Common
Stock (or
Other Securities) determined as provided herein.
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(b) Notwithstanding any provisions herein to the contrary, if
the
Fair Market Value of one share of Common Stock is greater than
the
Exercise Price (at the date of calculation as set forth below),
in lieu of
exercising this Warrant for cash, the Holder may elect to
receive shares
equal to the value (as determined below) of this Warrant (or the
portion
thereof being exercised) by surrender of this Warrant at the
principal
office of the Company together with the properly endorsed
Exercise Notice
in which event the Company shall issue to the Holder a number of
shares of
Common Stock computed using the following formula:
X= Y(A-B)
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A
Where X = the number of shares of Common Stock to be issued to
the
Holder
Y = the number of shares of Common Stock purchasable under
this
Warrant or, if only a portion of this Warrant is being
exercised, the portion of this Warrant being exercised (at
the date of such calculation)
A = the Fair Market Value of one share of the Company's
Common
Stock (at the date of such calculation)
B = the Exercise Price per share (as adjusted to the date of
such calculation)
[Notwithstanding anything to the contrary set forth in Section
2.2(a)
above, to the extent that a registration statement registering
all the
shares of Common Stock of the Company issuable upon exercise of
this
Warrant has been declared effective by the Securities and
Exchange
Commission and remains effective as of the date of the proposed
exercise
set forth in an Exercise Notice, the Holder shall upon such
proposed
exercise, make payment to the Company of each respective
Exercise Price
set forth in such Exercise Notice in cash by wire transfer
of
immediately available funds or by certified or official bank
check
only.]
3. Effect of Reorganization, Etc.; Adjustment of Exercise
Price.
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3.1 Reorganization, Consolidation, Merger, Etc. If there occurs
any
capital reorganization or any reclassification of the Common
Stock of the
Company, the consolidation or merger of the Company with or into
another person
(other than a merger or consolidation of the Company in which
the Company is the
continuing entity and which does not result in any
reorganization or
reclassification of its outstanding Common Stock) or the sale or
conveyance of
all or substantially all of the assets of the Company to another
person, then,
as a condition precedent to any such reorganization,
reclassification,
consolidation, merger, sale or conveyance, the Holder will be
entitled to
receive upon surrender of this Warrant to the Company (x) to the
extent there
are cash proceeds resulting from the consummation of such
reorganization,
reclassification, consolidation, merger, sale or conveyance, in
exchange for
such Warrant, cash in an amount equal to the cash proceeds that
would have been
payable to the Holder had the Holder exercised such Warrant
immediately prior to
the consummation of such reorganization, reclassification,
consolidation,
merger, sale or conveyance, less the aggregate Exercise Price
payable upon
exercise of this Warrant, and (y) to the extent that the Holder
would be
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entitled to receive Common stock (or Other Securities) (in
addition to or in
lieu of cash in connection with any such reorganization,
reclassification,
consolidation, merger, sale or
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