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Exhibit 10.2
THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS
(I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES
MAY BE SOLD PURSUANT TO RULE 144(B), OR (III) THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS.
THIS
WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON JUNE 3,
2010 (THE “EXPIRATION DATE”).
No.
CA-[ ]
TRIANGLE PETROLEUM CORPORATION
WARRANT TO PURCHASE [ ] SHARES OF
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
For
VALUE RECEIVED, [ ]
(“Warrantholder”), is entitled to purchase,
subject to the provisions of this Warrant, from Triangle
Petroleum Corporation, a Nevada corporation
(“Company”), at any time not later than 5:00 P.M.,
Eastern time, on the Expiration Date (as defined above), at an
exercise price per share equal to $2.25 (the exercise price in
effect being herein called the “Warrant Price”),
[ ] shares (“Warrant Shares”) of
the Company’s Common Stock, par value $0.00001 per share
(“Common Stock”). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as
described herein.
Section
1.
Registration .
The Company shall maintain books for the transfer and registration
of the Warrant. Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the
Warrantholder.
Section
2.
Transfers .
As provided herein, this Warrant may be transferred only pursuant
to a registration statement filed under the Securities Act of 1933,
as amended (the “Securities Act”), or an exemption from
such registration. Subject to such restrictions, the Company shall
transfer this Warrant from time to time upon the books to be
maintained by the Company for that purpose, upon surrender thereof
for transfer properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be
reasonably required by the Company, including, if required by the
Company, an opinion of its counsel to the effect that such transfer
is exempt from the registration requirements of the Securities Act,
to establish that such transfer is being made in accordance with
the terms hereof, and a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be canceled by the
Company.
Section
3.
Exercise of Warrant .
Subject to the provisions hereof, the Warrantholder may exercise
this Warrant in whole or in part at any time prior to its
expiration upon surrender of the Warrant, together with delivery of
the duly executed Warrant exercise form attached hereto as Appendix
A (the “Exercise Agreement”) and payment by cash,
certified check or wire transfer of funds for the aggregate Warrant
Price for that number of Warrant Shares then being purchased, to
the Company during normal business hours on any business day at the
Company’s principal executive offices (or such other office
or agency of the Company as it may designate by notice to the
Warrantholder). The Warrant Shares so purchased shall be deemed to
be issued to the Warrantholder or the Warrantholder’s
designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been
surrendered (or evidence of loss, theft or destruction thereof and
security or indemnity satisfactory to the Company), the Warrant
Price shall have been paid and the completed Exercise Agreement
shall have been delivered. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in
the Exercise Agreement, shall be delivered to the Warrantholder
within a reasonable time, not exceeding three (3) business days,
after this Warrant shall have been so exercised. The certificates
so delivered shall be in such denominations as may be requested by
the Warrantholder and shall be registered in the name of the
Warrantholder or such other name as shall be designated by the
Warrantholder. If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at
its expense, at the time of delivery of such certificates, deliver
to the Warrantholder a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been
exercised. As used herein, “business day” means a day,
other than a Saturday or Sunday, on which banks in New York City
are open for the general transaction of business. Each exercise
hereof shall constitute the re-affirmation by the Warrantholder
that the representations and warranties contained in Section 2 of
the Purchase Agreement (as defined below) are true and correct in
all material respects with respect to the Warrantholder as of the
time of such exercise.
Section
4.
Compliance with the Securities Act of 1933 .
Except as provided in the Purchase Agreement (as defined below),
the Company may cause the legend set forth on the first page of
this Warrant to be set forth on each Warrant or similar legend on
any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.
Section
5.
Payment of Taxes .
The Company will pay any documentary stamp taxes attributable to
the initial issuance of Warrant Shares issuable upon the exercise
of the 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 issuance or delivery of any
certificates for Warrant Shares in a name other than that of the
Warrantholder in respect of which such shares are issued, and in
such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person
requesting the same has paid to the Company the amount of such tax
or has established to the Company’s reasonable satisfaction
that such tax has been paid. The Warrantholder shall be responsible
for income taxes due under federal, state or other law, if any such
tax is due.
Section
6.
Mutilated or Missing Warrants .
In case this Warrant shall be mutilated, lost, stolen, or
destroyed, the Company shall issue in exchange and substitution of
and upon cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and for the purchase of a like number of
Warrant Shares, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of
the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if
requested by the Company.
Section
7.
Reservation of Common Stock .
The Company hereby represents and warrants that there have been
reserved, and the Company shall at all applicable times keep
reserved until issued (if necessary) as contemplated by this
Section 7, out of the authorized and unissued shares of Common
Stock, sufficient shares to provide for the exercise of the rights
of purchase represented by this Warrant. The Company agrees that
all Warrant Shares issued upon due exercise of the Warrant shall
be, at the time of delivery of the certificates for such Warrant
Shares, duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
Section
8.
Adjustments .
Subject and pursuant to the provisions of this Section 8, unless
waived in a particular case by the Warrantholder, the Warrant Price
and number of Warrant Shares subject to this Warrant shall be
subject to adjustment from time to time as set forth
hereinafter.
(a)
If
the Company shall, at any time or from time to time while this
Warrant is outstanding, pay a dividend or make a distribution
on its Common Stock in shares of Common Stock, subdivide its
outstanding shares of Common Stock into a greater number of
shares or combine its outstanding shares of Common Stock into
a smaller number of shares or issue by reclassification of its
outstanding shares of Common Stock any shares of its capital
stock (including any such reclassification in connection with
a consolidation or merger in which the Company is the
continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price
in effect immediately prior to the date upon which such change
shall become effective, shall be adjusted by the Company so
that the Warrantholder thereafter exercising the Warrant shall
be entitled to receive the number of shares of Common Stock or
other capital stock which the Warrantholder would have
received if the Warrant had been exercised immediately prior
to such event upon payment of a Warrant Price that has been
adjusted to reflect a fair allocation of the economics of such
event to the Warrantholder. Such adjustments shall be made
successively whenever any event listed above shall
occur.
(b)
If
any capital reorganization, reclassification of the capital
stock of the Company, consolidation or merger of the Company
with another corporation in which the Company is not the
survivor, or sale, transfer or other disposition of all or
substantially all of the Company’s assets to another
corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition, lawful and adequate provision
shall be made whereby each Warrantholder shal
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![TRIANGLE PETROLEUM CORPORATION
WARRANT TO PURCHASE [ ] SHARES OF
COMMON STOCK, PAR VALUE $0.00001 PER SHARE | Document Parties: TRIANGLE PETROLEUM CORPORATION](/images/dev/header/icon-document.gif){kind=icon}
![TRIANGLE PETROLEUM CORPORATION
WARRANT TO PURCHASE [ ] SHARES OF
COMMON STOCK, PAR VALUE $0.00001 PER SHARE, Parties: triangle petroleum corporation](/images/banner-right-doc-view.gif)
