ADDITIONAL WARRANT CERTIFICATE
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT ASSET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1)REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" ( AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7)
UNDER THE SECURITIES ACT)(AN "ACCREDITED INVESTOR") OR (C)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO XCL
LTD. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) INSIDE
THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
FURNISHES ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE
COMPANY AND THE WARRANT AGENT A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY, (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE WARRANT AGENT AND THE COMPANY
SUCH CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.
THIS SECURITY IS SUBJECT TO A REGISTRATION RIGHTS
AGREEMENT DATED AS OF MAY 20, 1997 BETWEEN THE COMPANY AND
JEFFERIES & COMPANY, INC., A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY.
No. AR-1 12,755 Warrants
WARRANT CERTIFICATE
XCL LTD.
This Warrant Certificate certifies that Jefferies &
Company, Inc., or registered assigns, is the registered
holder of Twelve Thousand Seven Hundred Fifty-Five (12,755)
Warrants (the "Warrants") to purchase shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of XCL
Ltd., a Delaware corporation (the "Company"). Each Warrant
entitles the holder to purchase from the Company at any time on
or after the later of May 20, 1998 or such date on which the
Company has reserved or has available a sufficient number of
shares of its Common Stock to permit exercise of all outstanding
Warrants and until 5:00 p.m., New York City time, on May 20, 2004
(the "Expiration Date"), 1,280 fully paid and non-assessable
shares of Common Stock (as such number may be adjusted from
time to time, the "Shares", which may also include any other
securities or property purchasable upon exercise of a
Warrant, such adjustment and inclusion each as provided in
the Warrant Agreement) at the exercise price (the "Exercise
Price") of $0.2063 per Share upon surrender of this Warrant
Certificate and payment of the Exercise Price at any office
or agency maintained for that purpose by the Company (the
"Warrant Agent Office"), subject to the conditions set forth
herein and in the Warrant Agreement.
The Exercise Price shall be payable in cash or by
certified or official bank check in the lawful currency of
the United States of America which as of the time of payment
is legal tender for payment of public or private debts. The
Company has initially designated its principal executive
offices inLafayette, Louisiana, as the initial Warrant Agent
Office. The number of Shares issuable upon exercise of the
Warrants ("Exercise Rate") is subject to adjustment upon the
occurrence of certain events set forth in the Warrant
Agreement.
Any Warrants not exercised on or prior to 5:00 p.m., New
York City time, on May 20, 2004 shall thereafter be void.
Reference is hereby made to the further provisions on
the reverse hereof, which provisions shall for all purposes
have the same effect as though fully set forth at this
place. Capitalized terms used in this Warrant Certificate
but not defined herein shall have the meanings ascribed
thereto in the Warrant Agreement.
This Warrant Certificate shall not be valid unless
authenticated by the Warrant Agent, as such term is used in
the Warrant Agreement. Initially, the Company shall act as
its own Warrant Agent.
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
WITNESS the corporate seal of the Company and the
signatures of its duly authorized officers.
Dated: May 20, 1997
XCL LTD.
By:_______________________
Marsden W. Miller, Jr.
Chairman and Chief Executive
Officer
Attest:
By:_______________________________
David A. Melman
Secretary
Certificate of Authentication:
This is one of the Warrants
referred to in the within-
mentioned Warrant Agreement:
XCL LTD.,
as Warrant Agent
By:_____________________________
David A. Melman
GLOBAL WARRANT CERTIFICATE
REVERSE
XCL LTD.
The Warrants evidenced by this Warrant Certificate are
part of a duly authorized issue of Warrants, each of which
represents the right to purchase at any time on or after the
later of May 20, 1998, or such date on which the Company has
reserved or has available a sufficient number of shares of its
Common Stock to permit exercise of all outstanding Warrants and
until 5:00 p.m., New York City time, on May 20, 2004, 1,280
Shares, subject to adjustment as set forth in the Warrant
Agreement. The Warrants are issued pursuant to a Warrant
Agreement dated as of May 20, 1997 (the "Warrant Agreement"),
duly executed and delivered by the Company for the benefit of
the holders from time to time of the Warrant Certificates,
which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to
for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant
Agent, the Company and the holders (the words "holders" or
holder" meaning the registered holders or registered holder) of
the Warrant Certificates. Warrants may be exercised by (i)
surrendering at any Warrant Agent Office this Warrant
Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) paying in full the
Warrant Exercise Price for each such Warrant exercised and any
other amounts required to be paid pursuant to the Warrant
Agreement.
If all of the items referred to in the last sentence of
the preceding paragraph are received by the Warrant Agent at or
prior to 2:00 p.m., New York City time, on a Business Day, the
exercise of the Warrant to which such items relate will be
effective on such Business Day. If any items referred to in
the last sentence of the preceding paragraph are received after
2:00 p.m., New York City time, on a Business Day, the exercise
of the Warrants to which such item relates will be deemed to be
effective on the next succeeding Business Day. Notwithstanding
the foregoing, in the case of an exercise of Warrants on the
Expiration Date, if all of the items referred to in the last
sentence of the preceding paragraph are received by the Warrant
Agent at or prior to 5:00 p.m., New York City time, on such
Expiration Date, the exercise of the Warrants to which such
items relate will be effective on the Expiration Date.
Subject to the terms of the Warrant Agreement, as soon as
practicable after the exercise of any Warrant or Warrants, the
Company shall issue or cause to be issued to or upon the
written order of the registered holder of this Warrant
Certificate, a certificate or certificates evidencing the Share
or Shares to which such holder is entitled, in fully registered
form, registered in such name or names as may be directed by
such holder pursuant to the Election to Exercise, as set forth
on the reverse of this Warrant Certificate. Such certificate
or certificates evidencing the Share or Shares shall be deemed
to have been issued and any persons who are designated to be
named therein shall be deemed to have become the holder of record
of such Share or Shares as of the close of business on the date
upon which the exercise of this Warrant was deemed to be
effective as provided in the preceding paragraph.
The Company will not be required to issue fractional
shares of Common Stock upon exercise of the Warrants or
distribute Share certificates that evidence fractional shares
of Common Stock. In lieu of fractional shares of Common Stock,
there shall be paid to the registered Holder of this Warrant
Certificate at the time such Warrant Certificate is exercised
an amount in cash equal to the same fraction of the current
market price per share of Common Stock as determined in
accordance with the Warrant Agreement.
Warrant Certificates, when surrendered at any Warrant
Agent Office by the holder thereof in person or by legal
representative or attorney duly authorized in writing, may be
exchanged for a new Warrant Certificate or new Warrant
Certificates evidencing in the aggregate a like number of
Warrants, in the manner and subject to the limitations provided
in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.
Upon due presentment for registration of transfer of this
Warrant Certificate at any office or agency maintained by the
Company for that purpose, a new Warrant Certificate evidencing
in the aggregate a like number of Warrants shall be issued to
the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge
imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant
Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone) for the purpose of any exercise
hereof and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the
contrary.
The term "Business Day" shall mean any day on which (i)
banks in New Orleans, (ii) the principal national securities
exchange or market on which the Common Stock is listed or
admitted to trading and (iii) the principal national securities
exchange or market, if any, on which the Warrants are listed or
admitted to trading are open for business.
ELECTION TO EXERCISE
(To be executed upon exercise of Warrants on the Exercise Date)
The undersigned hereby irrevocably elects to exercise
_______________ of the Warrants represented by this Warrant
Certificate and purchase the whole number of Shares issuable
upon the exercise of such Warrants and herewith tenders payment
for such Shares in the amount of $_____in cash or by certified
or official bank check, in accordance with the terms hereof.
The undersigned requests that a certificate representing such
Shares be registered in the name of _________________, whose
address is _____________, and that such certificate be
delivered to ____________, whose address is
____________________. Any cash payments to be paid in lieu of
a fractional Share should be made to __________, whose address
is _____________________, and the check representing payment
thereof should be delivered to _______________, whose address
is _______________________.
Name of holder of
Warrant Certificate:
________________________________
(Please Print)
Tax Identification or
Social Security Number:____________________________
Signature: _________________________________________
Note: The above signature must
correspond with the name as
written upon the face of this
Warrant Certificate in every
particular, without alteration or
enlargement or any change
whatever.
Dated ______________ , ___
ASSIGNMENT
For value received, _________________________________
hereby sells, assigns and transfers unto
_________________________________ the within Warrant
Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_________________________________ attorney, to transfer said
Warrant Certificate on the books of the within-named Company,
with full power of substitution in the premises.
Dated _________________ , ____
Signature:_________________________________
Note: The above signature must
correspond with the name as
written upon the face of this
Warrant Certificate in every
particular, without alteration or
enlargement or any change
whatever.