WARRANT NO.: MVOG-W-094
THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR APPLICABLE STATE SECURITIES
LAWS. THESE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT AND REGISTRATION OR
QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION THEREFROM. NO TRANSFER
OF THE SECURITIES REPRESENTED HEREBY
MAY BE MADE IN THE ABSENCE OF SUCH
REGISTRATION OR QUALIFICATION UNLESS THERE
SHALL HAVE BEEN DELIVERED TO THE ISSUER A
WRITTEN OPINION OF UNITED STATES
COUNSEL OF RECOGNIZED STANDING, IN FORM AND
SUBSTANCE SATISFACTORY TO THE
ISSUER, TO THE EFFECT THAT SUCH TRANSFER
MAY BE MADE WITHOUT REGISTRATION OF
SUCH SECURITIES UNDER THE SECURITIES ACT
AND REGISTRATION OR QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS.
WARRANT TO PURCHASE
COMMON STOCK OF
MAVERICK OIL AND GAS, INC.
Void after 5:00 p.m. Eastern Standard Time on March 9, 2008
This warrant certificate ("Warrant") is to verify that, FOR
VALUE
RECEIVED, ________("Holder") is entitled to
purchase, subject to the terms and
conditions hereof, from MAVERICK OIL AND
GAS, INC., a Nevada corporation (the
"Company"),_________ shares of common
stock, $.001 par value per share, of the
Company (the "Common Stock"), at any time
during the period commencing on the
second anniversary of the date hereof (the
"Commencement Date") and ending at
5:00 p.m. Eastern Standard Time on the
third anniversary of the date hereof (the
"Termination Date"), at an exercise price
(the "Exercise Price") of $1.925 per
share of Common Stock. The number of shares
of Common Stock purchasable upon
exercise of this Warrant and the Exercise
Price per share shall be subject to
adjustment from time to time upon the
occurrence of certain events as set forth
below.
This Warrant has been issued in connection with the acquisition
of
Hurricane Energy, LLC, a Delaware limited
liability company, pursuant to the LLC
Interest Purchase Agreement dated March 9,
2005 by and among Maverick and the
members of Hurricane Energy, LLC (the
"Purchase Agreement").
The shares of Common Stock or any other shares or other units of
stock
or other securities or property, or any
combination thereof, then receivable
upon exercise of this Warrant, as adjusted
from time to time, are sometimes
referred to hereinafter as "Exercise
Shares". The exercise price per share as
from time to time in effect is referred to
hereinafter as the "Exercise Price".
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1. Exercise of Warrant; Issuance of Exercise Shares.
(a) Exercise of Warrant. Subject to the terms hereof, the
purchase
rights represented by this Warrant are
exercisable by the Holder in whole or in
part, at any time, or from time to time, by
the surrender of this Warrant and
the Notice of Exercise annexed hereto duly
completed and executed on behalf of
the Holder, at the office of the Company
(or such other office or agency of the
Company as it may designate by notice in
writing to the Holder at the address of
the Holder appearing on the books of the
Company) accompanied by payment of the
Exercise Price in full either: (i) in cash
or by bank or certified check for the
Exercise Shares with respect to which this
Warrant is exercised; (ii) by
delivery to the Company of shares of the
Company's Common Stock having a Fair
Market Value (as defined below) equal to
the aggregate Exercise Price of the
Exercise Shares being purchased that Holder
is the record and beneficial owner
of and that have been held by the Holder
for at least six months; (iii) provided
that the sale of the Exercise Shares are
covered by an effective registration
statement, by delivering to the Company a
Notice of Exercise together with an
irrevocable direction to a broker-dealer
registered under the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), to sell a sufficient
portion of the Exercise Shares and deliver
the sales proceeds directly to the
Company to pay the Exercise Price; or (iv)
by any combination of the procedures
set forth in subsections (i), (ii) and
(iii) of this sentence. For the purposes
of this Section 1(a), "Fair Market Value"
shall be an amount equal to the
average of the Current Market Value (as
defined below) for the 10 days preceding
the Company's receipt of the duly executed
Notice of Exercise form attached
hereto as Appendix A.
In the event that this Warrant shall be duly exercised in part
prior to
the Termination Date, the Company shall
issue a new Warrant or Warrants of like
tenor evidencing the rights of the Holder
thereof to purchase the balance of the
Exercise Shares purchasable under the
Warrant so surrendered that shall not have
been purchased.
(b) Issuance of Exercise Shares: Delivery of Warrant
Certificate.
The Company shall, within 10 business days
or as soon thereafter as is
practicable of the exercise of this
Warrant, issue in the name of and cause to
be delivered to the Holder one or more
certificates representing the Exercise
Shares to which the Holder shall be
entitled upon such exercise under the terms
hereof. Such certificate or certificates
shall be deemed to have been issued and
the Holder shall be deemed to have become
the record holder of the Exercise
Shares as of the date of the due exercise
of this Warrant.
(c) Exercise Shares Fully Paid and Non-Assessable. The Company
agrees and covenants that all Exercise
Shares issuable upon the due exercise of
the Warrant represented by this Warrant
certificate ("Warrant Certificate")
will, upon issuance and payment therefor in
accordance with the terms hereof, be
duly authorized, validly issued, fully paid
and non-assessable and free and
clear of all taxes (other than taxes which,
pursuant to Section 2 hereof, the
Company shall not be obligated to pay) or
liens, charges, and security interests
created by the Company with respect to the
issuance thereof.
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<PAGE>
(d) Reservation of Exercise Shares. The Company covenants that
during the term this Warrant is
exercisable, the Company will reserve from its
authorized and unissued Common Stock a
sufficient number of shares to provide
for the issuance of the Exercise Shares
upon the exercise of this Warrant, and
from time to time will take all steps
necessary to amend its Articles of
Incorporation to provide sufficient
reserves of shares of Common Stock issuable
upon the exercise of the Warrant.
(e) Fractional Shares. The Company shall not be required to
issue
fractional shares of capital stock upon the
exercise of this Warrant or to
deliver Warrant Certificates that evidence
fractional shares of capital stock.
In the event that any fraction of an
Exercise Share would, except for the
provisions of this subsection (e), be
issuable upon the exercise of this
Warrant, the Company shall pay to the
Holder exercising the Warrant an amount in
cash equal to such fraction multiplied by
the Current Market Value of the
Exercise Share on the last business day
prior to the date on which this Warrant
is exercised. For purposes of this
subsection (e), the "Current Market Value"
for any day shall be determined as
follows:
(i) If the Common Stock is admitted to quotation on the
National
Association of Securities Dealers Automated
Quotation System ("NASDAQ"), the
Fair Market Value on any given date shall
be the average of the highest bid and
lowest asked prices of the Common Stock as
reported for such date or, if no bid
and asked prices were reported for such
date, for the last day preceding such
date for which such prices were
reported;
(ii) If the Common Stock is admitted to trading on a United
States securities exchange or the NASDAQ
National Market System, the Fair Market
Value on any date shall be the closing
price reported for the Common Stock on
such exchange or system for such date or,
if no sales were reported for such
date, for the last day preceding such date
for which a sale was reported;
(iii) If the Common Stock is traded in the over-the-counter
market and not on NASDAQ, the NASDAQ
National Market System or any national
securities exchange, the Fair Market Value
shall be the average of the mean
between the last bid and ask prices per
share as reported by the National
Quotation Bureau, Inc. or an equivalent
generally accepted reporting service, or
if not so reported, the average of the
closing bid and asked prices of the
Common Stock as furnished to the Company by
any member of the National
Association of Securities Dealers, Inc.,
selected by the Company for that
purpose; or
(iv) If the Fair Market Value of the Common Stock cannot be
determined on the basis previously set
forth in this definition on the date that
the Fair Market Value is to be determined,
the Board of Directors of the Company
shall in good faith determine the Fair
Market Value of the Common Stock on such
date.
2. Payment of Taxes.
(a) The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of
Exercise Shares upon the exercise of
this Warrant; provided, however, that the
Company shall not be required to pay
any tax or taxes which may be payable in
respect of any transfer involved in the
issue of any Warrant Certificates or any
certificates for Exercise Shares in a
name other than that of the Holder of a
Warrant Certificate surrendered upon the
exercise of a Warrant, and the Company
shall not be required to issue or deliver
such certificates unless or until the
person or persons requesting the issuance
thereof shall have paid to the Company the
amount of such tax or shall have
established to the satisfaction of the
Company that such tax has been paid.
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<PAGE>
(b) Upon exercise of this Warrant, the Company shall have the
right
(but only to the extent that the Company is
required by law to withhold any
federal, state and local taxes) to require
the Holder to remit to the Company an
amount sufficient to satisfy federal, state
and local tax withholding
requirements prior to the delivery of any
certificate for Exercise Shares
issuable pursuant to the exercise of such
Warrant.
(c) A Holder who is obligated to pay the Company an amount
required
to be withheld under applicable tax
withholding requirements may pay such
amount: (i) in cash; (ii) in the discretion
of the Company's Chief Executive
Officer, through the delivery to the
Company of previously-owned shares of
common stock of the Company having an
aggregate current market value equal to
the tax obligation, provided that the
previously owned shares delivered in
satisfaction of the withholding obligations
must have been held by the Holder
for at least six months; (iii) in the
discretion of the Company's Chief
Executive Officer, through the withholding
of shares of common stock of the
Company otherwise issuable to the Holder in
connection with the exercise of a
Warrant; or (iv) in the discretion of the
Company's Chief Executive Officer,
through a combination of the procedures set
forth in clauses (i), (ii) and (iii)
of this Section 2(c).
3. Mutilated or Missing Warrant Certificates. In case any Warrant
shall
be mutilated, lost, stolen or destroyed,
the Company may in its discretion
issue, in exchange and substitution for and
upon cancellation of the mutilated
Warrant, or in lieu of and in substitution
for the Warrant lost, stolen or
destroyed, a new Warrant or Warrants of
like tenor and in the same aggregate
denomination, but only: (i) in the case of
loss, theft or destruction, upon
receipt of evidence satisfactory to the
Company of such loss, theft or
destruction of such Warrant and indemnity
or bond, if requested, also
satisfactory to the Company, and (ii) in
the case of mutilation, upon surrender
of the mutilated Warrant. Applicants for
such substitute Warrants shall also
comply with such other reasonable
regulations an
