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Exhibit 4.1
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THIS WARRANT WILL BE
VOID IF NOT EXERCISED
PRIOR TO
5:00 P.M. NEW YORK CITY
TIME, MAY 30, 2013 |
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WARRANTS |
FAR EAST ENERGY
CORPORATION
[FORM OF
WARRANT]
THIS CERTIFIES THAT, for value received
is the registered holder of a Warrant or Warrants (the “
Warrant ”) to purchase one fully paid and
non-assessable share of common stock (the “ Common
Stock ”), par value $0.001 per share (the “
Shares ”), of Far East Energy Corporation, a Nevada
corporation (the “ Company ”), for each Warrant
evidenced by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Company, commencing on the date
of issuance and terminating at 5:00 p.m., New York City time on the
earlier to occur of (a) May 30, 2013 or (b) the date
fixed for redemption of this Warrant pursuant to Section 7 of
the Agreement (as defined below)(the “ Exercise Period
”),
Shares of the Company Common Stock at the price of $1.00 per share
(the “ Warrant Stock ”), upon surrender of this
Warrant Certificate and payment of the Warrant Price at the office
or agency of Continental Stock Transfer & Trust Company, a
New York corporation (the “ Warrant Agent ”),
but only subject to the conditions set forth herein and in the
Warrant Agreement dated May 30, 2008 (the “ Effective
Date ”) between the Company and the Warrant Agent (the
“ Agreement ”). Capitalized terms used herein
but not defined shall have the meaning ascribed to them in the
Agreement.
The Company in its sole discretion may
lower the Warrant Price at any time prior to the Expiration Date
for a period of not less than ten (10) days. The Company in
its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company
will provide notice to registered holder or holders of the Warrants
of such extension of not less than ten (10) days.
Subject to the Agreement, the Company
shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant and shall have no obligation to settle such
Warrant exercise unless a registration statement under the
Securities Act with respect to the Common Stock is effective and
such securities are qualified for sale or exempt from qualification
under applicable securities laws of the state or other jurisdiction
in which the registered holder reside. In no event will the Company
be required to net cash settle the warrant exercise. The Agreement
provides that upon the occurrence of certain events the Warrant
Price and the Warrant Stock purchasable hereunder, set forth on the
face hereof, may, subject to certain conditions, be adjusted. No
fraction of a Share will be issued upon any exercise of a Warrant.
If the holder of a Warrant would be entitled to receive a fraction
of a Share upon any exercise of a Warrant, the Company shall, upon
such exercise, round up or down to the nearest whole number the
number of Shares to be issued to such holder.
Upon any exercise of the Warrant for
less than the total number of Shares provided for herein, there
shall be issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the
number of Shares for which the Warrant has not been
exercised.
Warrant Certificates, when surrendered
at the office of the Warrant Agent by the registered holder hereof
in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in
the Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of
Warrants.
Upon due presentment for registration of
transfer of the Warrant Certificate at the office of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants
shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Agreement,
without charge except for a
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