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Exhibit 4.1
Form of Common Stock Purchase Warrant
Issued to Purchasers of Promissory Notes
THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE
ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING
THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.
WARRANT TO PURCHASE COMMON STOCK
of
GeoPetro Resources Company
(void after
)
1.
Number of Shares Subject to Warrant
. FOR VALUE RECEIVED, on and after the Commencement Date (as
defined below), and subject to the terms and conditions herein set
forth, Holder (as defined below) is entitled to purchase from
GeoPetro Resources Company, a California corporation (the "
Company "), at any time before 5:00 p.m. California time
on
(" Termination Date "), at a price per share equal to the
Warrant Price (as defined below), the Warrant Stock (as defined
below) upon exercise of this Warrant as set forth herein.
2.
Definitions . As used in this
Warrant, the following terms shall have the definitions ascribed to
them below:
(a)
"Commencement Date" shall mean
.
(b)
"Holder" shall mean
,
or any person or entity to whom it has assigned its rights
hereunder pursuant to the terms hereof and in whose name this
Warrant shall be registered upon the books to be maintained by the
Company for that purpose.
(c)
"Warrant Price" shall be equal to
$
per share, subject to adjustments as described in Section 3
below.
(d)
"Warrant Stock" shall mean
shares of no par voting common stock of the Company ("Common
Stock") subject to adjustment as described in Section 3
below.
3.
Adjustments and Notices . The
Warrant Stock and the Warrant Price shall be subject to adjustment
from time to time in accordance with the following
provisions:
1
(a)
Subdivision, Stock Dividends or Combinations . In case
the Company shall at any time subdivide the outstanding shares of
the Common Stock or shall issue a stock dividend with respect to
the Common Stock, the Warrant Price in effect immediately prior to
such subdivision or the issuance of such dividend shall be
proportionately decreased (and the number of shares of Warrant
Stock proportionately increased), and in case the Company shall at
any time combine the outstanding shares of the Common Stock, the
Warrant Price in effect immediately prior to such combination shall
be proportionately increased (and the number of shares of Warrant
Stock shall be proportionately decreased), effective at the close
of business on the date of such subdivision, dividend or
combination, as the case may be.
(b)
Reclassification, Exchange, Substitution, In-Kind
Distribution . Upon any reclassification, exchange,
substitution, or other event that results in a change of the number
and/or class of the Common Stock issuable upon exercise or
conversion of this Warrant or upon the payment of a dividend in
Common Stock or property other than Common Stock, the Holder shall
be entitled to receive, upon exercise or conversion of this
Warrant, the number and kind of Common Stock and property that
Holder would have received for the Warrant Stock if this Warrant
had been exercised immediately before the record date for such
reclassification, exchange, substitution, or other event or
immediately prior to the record date for such dividend. The
Company or its successor shall promptly issue to Holder a new
Warrant for such new Common Stock or other property. The new
Warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in
this Section 3 including, without limitation, adjustments to
the Warrant Price and to the number of Common Stock or property
issuable upon exercise of the new Warrant. The provisions of
this Section 3(b) shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events and
successive dividends.
(c)
No Impairment . The Company shall not, by amendment of
its Articles of Incorporation or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of
Common Stock or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or
performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this
Section 3 and in taking all such action as may be necessary or
appropriate to protect the Holder’s rights under this
Section 3 against impairment. If the Company takes any
action affecting the Common Stock other than as described above
that adversely affects Holder’s rights under this Warrant,
the Warrant Price shall be adjusted downward by an amount that
shall compensate Holder as nearly as may be practicable for any
such adverse effect.
(d)
Notice . Upon any adjustment of the Warrant Price and
any increase or decrease in the number of shares of the Common
Stock purchasable upon the exercise or conversion of this Warrant,
then, and in each such case, the Company, as promptly as
practicable thereafter, shall give written notice thereof to the
Holder of this Warrant at the address of such Holder as shown on
the books of the Company which notice shall state the Warrant Price
as adjusted and the increased or decreased number of shares
purchasable upon the exercise or conversion of this Warrant,
setting forth in reasonable detail the method of calculation of
each.
(e)
Fractional Shares . No fractional shares shall be
issuable upon exercise or conversion of the Warrant and the number
of shares to be issued shall be rounded down to the
2
nearest whole share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company
shall eliminate such fractional share interest by paying the Holder
an amount computed by multiplying the fractional interest by the
fair market value of a full share.
4.
Stockholder Rights . This Warrant,
by itself, as distinguished from any shares of Warrant Stock
obtained hereunder, shall not entitle its Holder to any of the
rights of a stockholder of the Company.
5.
Reservation of Stock . On and after
the Commencement Date, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide
for the issuance of Warrant Stock upon the exercise or conversion
of this Warrant. Issuance of this Warrant shall constitute
full authority to the Company’s officers who are charged with
the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Warrant Stock issuable upon
the exercise or conversion of this Warrant. The Warrant Stock
issuable upon exercise of the Holder’s rights hereunder, when
issued in accordance with the provisions of this Warrant, will be
validly issued, fully paid and non-assessable, and will be free of
any taxes, liens, charges or encumbrances of any nature whatsoever,
provided, however, that the Warrant Stock issuable pursuant to this
Warrant may be subject to restrictions on transfer under applicable
state and/or federal securities laws.
6.
Exercise of Warrant . This Warrant
may be exercised in whole or part by the Holder, at any time after
the Commencement Date and prior to the Termination Date, by the
surrender of this Warrant, together with the Notice of Exercise and
Investment Representation Statement in the forms attached hereto
as Attachments 1 and 2 , respectively, duly completed and
executed at the principal office of the Company, specifying the
portion of the Warrant to be exercised and accompanied by payment
in full of the Warrant Price in cash or by check with respect to
the shares of Warrant Stock being purchased. This Warrant
shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as
provided above, and the person
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