Exhibit 10.3
FORM OF WARRANT
THE
WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER,
HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL
NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE
PROPOSED DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
SAID ACT AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH
DISPOSITION.
TETON
ENERGY CORPORATION
COMMON STOCK PURCHASE WARRANT
Original Issue Date: APRIL 2, 2008
Void After: 11:59 P.M., APRIL 1, 2010
This
Warrant is Issued to _________________ (hereinafter called the
“ Holder ,” which term shall include the
Holder’s legal representatives, heirs, successors and
permitted assigns) by Teton Energy Corporation, a Delaware
corporation (hereinafter referred to as the “ Company
”). This Warrant may be transferred by the Holder in
accordance with the provisions of Section 12.
1. Exercise of Warrant .
For value received and subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of
this Warrant at any time on or after July 2, 2008 and on or
prior to April 1, 2010 (the “ Exercise Date
”) (with the subscription form annexed hereto (the “
Subscription Form ”) duly executed) at the office of
the Company at 410 17 th Street,
Suite 1850, Denver, Colorado 80202, or such other office in
the United States of which the Company shall notify the Holder
hereof in writing, to purchase from the Company, at the purchase
price hereinafter specified (as adjusted from time to time, the
“ Exercise Price ”), _______ shares (the “
Warrant Shares ”) (as adjusted from time to time) of
the Common Stock, $0.001 par value per share, of the Company (the
“ Common Stock ”). The initial Exercise Price
shall be $6.00 per share.
2. Issuance of Stock
Certificates . As promptly as practicable after surrender of
this Warrant and receipt of payment of the Exercise Price, the
Company shall issue and deliver to the Holder a certificate or
certificates for the shares purchased hereunder, in certificates of
such denominations and in such names as the Holder may
specify.
3. Payment of Exercise Price .
Payment of the Exercise Price shall be made by check made payable
to the order of the Company or wire transfer of immediately
available funds to a bank account designated by the Company.
4. Limitations on
Exercise . Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares that may be acquired by the
Holder upon any exercise of this Warrant (or otherwise in respect
hereof) shall be limited to the extent necessary to ensure that,
following such exercise (or other issuance), the total number of
shares of Common Stock then beneficially owned by the Holder and
its affiliates and any other persons whose beneficial ownership of
Common Stock would be aggregated with the Holder’s for
purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “ Exchange Act ”) does not
exceed 4.999% of the total number of issued and outstanding shares
of Common Stock (including for such purpose the shares of Common
Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated
thereunder. Each delivery of a Subscription Form by the Holder will
constitute a representation by the Holder that it has evaluated the
limitation set forth in this Section 4 and determined that
issuance of the full number of Warrant Shares requested in such
Subscription Form is permitted under this Section 4. The
Company’s obligation to issue shares of Common Stock in
excess of the limitation referred to in this Section 4 shall
be suspended (and, except as provided below, shall not terminate or
expire notwithstanding any contrary provisions hereof) until such
time, if any, as such shares of Common Stock may be issued in
compliance with such limitation; provided, that, if, as of 5:30
P.M., New York City time, on the Expiration Date, the Company has
not received written notice that the shares of Common Stock may be
issued in compliance with such limitation, the Company’s
obligation to issue such shares shall terminate. By written notice
to the Company, the Holder may waive the provisions of this
Section 4 but any such waiver will not be effective until the
61 st
day after such notice is delivered to the Company, nor will any
such waiver effect any other Holder.
5. [Reserved].
6. Adjustment for Dividends,
Distributions, Subdivisions, Combinations, Mergers, Consolidations
or Sale of Assets .
6.1.
Manner of Adjustment .
(a)
Stock Dividends, Distributions or Subdivisions . In the
event the Company shall issue shares of Common Stock in a stock
dividend, stock distribution or subdivision, the Exercise Price in
effect immediately before such stock dividend, stock distribution
or subdivision shall, concurrently with the effectiveness of such
stock dividend, stock distribution or subdivision, be
proportionately decreased and the number of shares of Common Stock
purchasable by exercise of this Warrant shall be proportionately
increased.
(b)
Combinations or Consolidations . In the event the
outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser
number of shares of Common Stock, the Exer
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