Exhibit 4.1
WARRANT
DATE: MAY 1, 2009
“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED,
SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE
CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT
TO SUCH SECURITIES WHICH HAS BEEN DECLARED AND CONTINUES TO BE
EFFECTIVE UNDER THE U.S. SECURITIES ACT; (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS; (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS, AND THE SELLER HAS FURNISHED TO
THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF
RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION
PRIOR TO SUCH OFFER, SALE OR TRANSFER.”
“UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE
THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1)
DAY AFTER THE LATTER OF (i) MAY 1, 2009 [THE DISTRIBUTION DATE];
AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE
PROVINCE OR TERRITORY.”
Warrant to Purchase Common Stock
Of
WESCORP ENERGY
INC.
This Warrant to Purchase Common Stock (this
"Warrant”) is issued by Wescorp Energy Inc., a Delaware
corporation (the "Company"), [ ] (the
"Holder").
1.
Issuance of Warrant Term . The Company hereby grants to
Holder, subject to the provisions hereinafter set forth, the right
to purchase [ ] shares of common stock $ 0.001 Par value per
share, of the Company (the "Common Stock"). The shares of Common
Stock issuable upon exercise of this Warrant are hereinafter
referred to as the "Shares". This Warrant shall be exercisable
until 4:00 p.m. MST May 1, 2011 (the "Expiry Date") except as
provided hereunder or otherwise cancelled or exchanged as provided
herein.
2.
Exercise Price . The exercise price per share for which all
or any of the Shares may be purchased pursuant to the terms of this
Warrant shall be US$0.60.
3.
Exercise Conditions.
|
|
(a)
|
This Warrant may be exercised by
Holder in whole or in part, upon delivery of written notice of
intent to the Company at the address of the Company set forth in
Section 11 below or such other address as the Company shall
designate in written notice to Holder,
|
1
|
|
|
together with this Warrant and
payment (in the manner described in Section 3(c) below) for the
aggregate Exercise Price of the Shares so purchased. Upon exercise
of this Warrant as aforesaid, the Company shall as promptly as
practicable execute and deliver to Holder a certificate or
certificates for the total number of whole Shares for which this
Warrant is being exercised in such names and denominations as are
requested by Holder. If this Warrant shall be exercised with
respect to less than all of the Shares, Holder shall be entitled to
receive a new Warrant covering the number of Shares in respect of
which this Warrant shall not have been exercised, which new Warrant
shall in all other respects be identical to this
Warrant.
|
|
|
|
|
|
|
(b)
|
Payment for the Shares to be
purchased upon exercise of this Warrant may be made by wire
transfer or by the delivery of a certified or cashier's check
payable to the Company for the aggregate Exercise Price of the
Shares to be purchased. All payments shall be in U.S.
Dollars.
|
4.
Covenants and Conditions . The above provisions are subject
to the following:
|
|
(a)
|
Neither this Warrant nor the
Shares have been registered under the Securities Act of 1933, as
amended (the "Act"), or any state securities laws ("Blue Sky
Laws"). This Warrant and the Shares have been acquired by the
Holder for investment purposes and not with a view to distribution
or resale, and the Shares may not be made subject to a security
interest, pledged, hypothecated, sold or otherwise transferred
without an effective registration statement therefor under the Act
and such applicable Blue Sky Laws or an opinion of counsel (which
opinion and counsel rendering same shall be reasonably acceptable
to the Company) that the registration is not required under the Act
and under any applicable Blue Sky Laws. Certificates representing
the Shares shall bear substantially the following
legend:
|
“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR
OTHERWISE DISPOSED OF ONLY (A) TO THE CORPORATION; (B) PURSUANT TO
A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH HAS
BEEN DECLARED AND CONTINUES TO BE EFFECTIVE UNDER THE U.S.
SECURITIES ACT; (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS; (D)
WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS, AND THE SELLER HAS FURNISHED TO THE CORPORATION AN
OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING
REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH OFFER,
SALE OR TRANSFER.”
“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY
AFTER THE LATTER OF (i) MAY 1, 2009 [THE DISTRIBUTION DATE]; AND
(ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER
IN
2
THE PROVINCE OR
TERRITORY.”
|
|
|
Other legends as required by
applicable federal and state laws may be placed on such
certificates. Holder and the Company agree to execute such
documents and instruments as counsel for the Company reasonably
deems necessary to effect compliance of the issuance of this
Warrant and any Shares issued upon exercise hereof with applicable
federal and state securities laws.
|
|
|
|
|
|
|
(b)
|
The Company covenants and agrees
that all Shares which may be issued upon exercise of this Warrant
will, upon issuance and payment therefor, be legally and validly
issued and outstanding, fully paid and non-assessable.
|
5.
Warrantholder not Stockholder . This Warrant does not confer
upon Hol
