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, 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
OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
LAWS.
THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON
[APRIL 28, 2011] (THE “EXPIRATION
DATE”).
No.
_____
ZULU ENERGY CORP.
WARRANT TO PURCHASE
___________ SHARES OF COMMON STOCK
For
VALUE RECEIVED, ____________________
(“Warrantholder”), is entitled to purchase,
subject to the provisions of this Warrant, from Zulu Energy
Corp., a Colorado corporation (“Company”), from
time to time as provided in Section 3 of this Warrant not
later than 5:00 P.M., Eastern time, on the Expiration Date (as
defined above), at an exercise price per share equal to $1.50
(the exercise price in effect being herein called the
“Warrant Price”), ____________ shares
(“Warrant Shares”) of the Company’s common
stock (“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 Date 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 Denver,
Colorado 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
Article 2 of the Subscription Agreement, between the Company and
the Warrantholder, dated as of the date set forth on the signature
page below (the “Subscription Agreement”), are true and
correct in all material respects with respect to the Warrantholder
as of the time of such exercise. Notwithstanding anything to the
contrary, this Warrant shall not be exercisable until the
Company’s stockholders approve an amendment to the
Company’s Articles of Incorporation increasing the
Company’s authorized shares of Common stock to at least
150,000,000 shares of Common Stock (the “Stockholder
Approval”).
Section
4
.
Compliance with the Securities Act of 1933 .
Except as provided in the Subscription Agreement, 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, warrants and covenants that
following the Stockholder Approval there will be 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 shall thereafter have
the right to purchase and receive upon the basis and upon the
terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise
of the Warrant, such shares of stock, securities or assets as
would have been issuable or payable with respect to or in
exchange for a number of Warrant Shares equal to the number of
Warrant Shares immediately theretofore issuable upon exercise
of the Warrant, had such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall
be made with respect to the rights and interests of each
Warrantholder to the end that the provisions hereof
(including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of
stock, securities or assets thereafter deliverable upon the
exercise hereof. The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the
obligation to deliver to the Warrantholder, at the last
address of the Warrantholder appearing on the books of the
Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder
may be entitled to purchase, and the other obligations under
this Warrant. The provisions of this paragraph (b) shall
similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers
or other dispositions.
(c)
In
case the Company shall fix a payment date for the making of a
distribution to all holders of Common Stock (including any
such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation) of
evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated earnings or
earned surplus or dividends or distributions referred to in
Section 8(a)), or subscription rights or warrants, the
Warrant
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