THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY OTHER FEDERAL OR STATE SECURITIES OR
BLUE SKY LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED TO
COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S UNDER THE
ACT. PRIOR TO SEPTEMBER 28, 1997, NO OFFER, SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE
WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE (A) IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S.
PERSON" (AS DEFINED IN REGULATION S) UNLESS (i) REGISTERED UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR
(ii) XCL LTD. (THE "COMPANY") RECEIVES A WRITTEN OPINION OF
UNITED STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
IT TO THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH
REGISTRATION REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S.
PERSON" UNLESS PRIOR TO SUCH DISPOSAL (i) THE BENEFICIAL OWNER OF
SUCH SHARES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTI
FICATIONS TO THE COMPANY (FORMS OF WHICH ARE AVAILABLE FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES) AND (ii) THE COMPANY
RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(ii) ABOVE.
No. JFC-__
WARRANTS TO PURCHASE
COMMON STOCK OF XCL LTD.
Initial Issuance on August 19, 1997
Void after 5:00 p.m. New York Time, August 13, 2001
THIS CERTIFIES THAT, for value received, PROVIDENCE CAPITAL
LTD. or registered assigns (the "Holder") is the registered
holder of warrants (the "Warrants") to purchase from XCL Ltd., a
Delaware corporation (the "Company"), at any time or from time to
time beginning on August 19, 1997 and until 5:00 p.m., New York
time, on August 13, 2001 (the "Expiration Date"), subject to the
conditions set forth herein, at the initial exercise price of
$0.1875 per share (the "Initial Exercise Price"), subject to
adjustment as set forth herein (the "Exercise Price"), up to an
aggregate of FIVE HUNDRED THOUSAND (500,000) (the "Shares") fully
paid and non-assessable common shares, par value $0.01 per share
(the "Common Stock"), of the Company upon surrender of this
certificate (the "Certificate") and payment of the Exercise Price
multiplied by the number of Shares in respect of which Warrants
are then being exercised (the "Purchase Price") at the principal
office of the Company presently located at 110 Rue Jean Lafitte,
Lafayette, LA 70508, United States.
1. Exercise of Warrants.
(a) The exercise of any Warrants represented by this
Certificate is subject to the conditions set forth below in
Section 4, "Compliance with U.S. Securities Laws."
(b) Subject to compliance with all of the conditions set
forth herein, the Holder shall have the right to purchase from
the Company the number of Shares which the Holder may at the time
be entitled to purchase pursuant hereto, upon surrender of this
Certificate to the Company at its principal office, together with
the form of election to purchase attached hereto duly completed
and signed, and upon payment to the Company of the Purchase
Price; provided, that if the date of such purchase is not a day
on which banking institutions in New York City are authorized or
obligated to do business (a "Business Day"), then such purchase
shall take place before 5:00pm New York time on the next
following Business Day.
(c) No Warrant may be exercised after 5:00 p.m., New York
time, on the Expiration Date, at which time all Warrants
evidenced hereby, unless exercised prior thereto, shall
thereafter be null and void and all further rights in respect
thereof under this Certificate shall thereupon cease.
(d) Payment of the Purchase Price shall be made in United
States dollars in cash, by wire transfer or by certified check or
banker's draft payable to the order of the Company, or any
combination of the foregoing.
(e) The Warrants represented by this Certificate are
exercisable at the option of the Holder, in whole or in part (but
not as to fractional Shares). Upon the exercise of less than all
of the Warrants evidenced by this Certificate, the Company shall
forthwith issue to the Holder a new certificate of like tenor
representing the number of unexercised Warrants.
(f) Subject to compliance with all of the conditions set
forth herein, upon surrender of this Certificate to the Company
at its principal office, together with the form of election to
purchase attached hereto duly completed and signed, and upon
payment of the Purchase Price, the Company shall cause to be
delivered promptly to or upon the written order of the Holder and
in such name or names as the Holder may designate, a certificate
or certificates for the number of whole Shares purchased upon the
exercise of the Warrants. Such certificate or certificates shall
be free of any restrictive legend. The Company shall ensure that
no "stop transfer" or similar instruction or order with respect
to the Shares purchased upon exercise of the Warrants shall be in
effect at Chase Mellon Shareholder Services or Independent
Registrars Group Limited, the Company's U.S. and U.K. transfer
agents and registrars, respectively, for the Common Stock,
respectively, or any successor transfer agents thereto (the
"Transfer Agents"); provided, however, that the Holder
understands and agrees that the Company and the Transfer Agents
will not register any transfer of the Warrants or the Shares of
Common Stock issuable upon exercise of the Warrants or any
interest therein which the Company in good faith believes
violates the restrictions set forth in this Certificate.
2. Elimination of Fractional Interests. The Company shall
not be required to issue certificates representing fractions of
Shares and shall not be required to issue scrip in lieu of
fractional interests. Instead of any fractional Shares that
would otherwise be issuable to such Holder, the Company shall pay
to such Holder a cash adjustment in respect of such fractional
interest in an amount equal to such fractional interest of the
then-current Market Price per share (as defined in Section 7(f)
hereof).
3. Payment of Taxes. The Company will pay all documentary
stamp taxes, if any, attributable to the issuance and delivery of
the Shares upon the exercise of the Warrants; provided, however,
that the Company shall not be required to pay any taxes which may
be payable in respect of any transfer involved in the issuance or
delivery of any Warrant or any Shares in any name other than that
of the Holder, which transfer taxes shall be paid by the Holder,
and until payment of such taxes, if any, the Company shall not be
required to issue such Shares.
4. Compliance with U.S. Securities Laws. The Warrants and
the Shares issuable upon the exercise of the Warrants have not
been and will not be registered under the United States Secur
ities Act of 1933, as amended (the "Securities Act") or under any
state or foreign securities or blue sky laws. Prior to September
28, 1997, no offer, sale, transfer, pledge or other disposition
(collectively, a "Disposal") of the Warrants represented by this
Certificate may be made (a) in the United States or to, or for
the account or benefit of, any "U.S. Person" (as defined in
Regulation S under the Securities Act) unless (i) registered
under the Act and any applicable State securities or blue sky
laws or (ii) the Company receives a written opinion of United
States legal counsel in form and substance satisfactory to it to
the effect that such Disposal is exempt from such registration
requirements or (b) outside the United States to, or for the
account or benefit of, any person who is not a U.S. Person unless
prior to such Disposal (i) the beneficial owner of such Shares
and the proposed transferee submit certain certifications to the
Company (forms of which are available from the Company at its
principal executive offices) and (ii) the Company receives the
legal opinion described in (a)(ii) above. The Warrants may not
be exercised within the United States or by, or on behalf of, any
U.S. Person unless the Warrants and the Shares have been
registered under the Securities Act and any applicable state and
foreign securities or blue sky laws or exemptions from the
registration requirements under the Securities Act and any
applicable state and foreign securities or blue sky laws are
available. Accordingly, (i) the Warrants may not be exercised
within the United States and any Shares issuable upon the
exercise thereof may not be delivered within the United States
except in circumstances constituting an "offshore transaction"
(as defined in Regulation S) and otherwise complying with
Regulation S, or unless such Shares have been registered under
the Securities Act and any applicable state and foreign
securities or blue sky laws or exemptions from the registration
requirements under the Securities Act and any applicable state
and foreign securities or blue sky laws are available, and (ii)
it is a condition to the exercise of the Warrants that the exer
cising Holder must deliver to the Company (A) a written
certification that such Holder is not a U.S. Person and that the
Warrants are not being exercised on behalf of, or for the account
or benefit of, a U.S. Person or (B) a written opinion of United
States counsel, in form and substance satisfactory to the
Company, to the effect that such Holder's Warrants and the Shares
issuable upon the exercise of such Warrants have been registered
under the Securities Act and any applicable state and foreign
securities or blue sky laws or the exercise of such Warrants and
delivery of such Shares are exempt from the registration require
ments under the Securities Act and any applicable state and
foreign securities or blue sky laws.
5. Transfer of Warrants.
(a) The Warrants shall be transferable only on the
books of the Company maintained at the Company's principal office
upon delivery of this Certificate with the form of assignment
attached hereto duly completed and signed by the Holder or by its
duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment or authority to
transfer. The Company may, in its discretion, require, as a
condition to any transfer of Warrants, a signature guarantee by a
commercial bank or trust company, by a broker or dealer which is
a member of the National Association of Securities Dealers, Inc.,
or by a member of a national securities exchange, The Securities
and Futures Authority Limited in the United Kingdom, or The
International Stock Exchange in London, England. Upon any
registration of transfer, the Company shall deliver a new
certificate or certificates of like tenor and evidencing in the
aggregate a like number of Warrants to the person entitled
thereto in exchange for this Certificate, subject to the
limitations provided herein, without any charge except for any
tax or other governmental charge imposed in connection therewith.
(b) Notwithstanding anything in this Certificate to
the contrary, neither any of the Warrants nor any of the Shares
issuable upon exercise of any of the Warrants shall be
transferable, except upon compliance by the Holder with (i) the
representations, warranties and covenants of the initial Holder
of this Certificate (the "Purchaser") in the Purchase Agreement,
between the Company and the Purchaser, concerning such transfer
as if the Holder were the Purchaser, and (ii) any applicable
provisions of the Securities Act and any applicable state and
foreign securities or blue sky laws. Any transfer not made in
such compliance shall be null and void, and given no effect
hereunder.
6. Exchange and Replacement of Warrant
Certificates; Loss or Mutilation of
Warrant Certificates.
(a) This Certificate is exchangeable without cost, upon the
surrender hereof by the Holder at the principal office of the
Company, for new certificates of like tenor and date representing
in the aggregate the right to purchase the same number of Shares
in such denominations as shall be designated by the Holder at the
time of such surrender.
(b) Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation
of this Certificate and, in case of such loss, theft or
destruction, of indemnity and security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this
Certificate, if mutilated, the Company will make and deliver a
new certificate of like tenor, in lieu thereof.
7. Initial Exercise Price; Adjustment of Exercise Price and
Number of Shares.
(a) The Warrants initially are exercisable at the Initial
Exercise Price per Share, subject to adjustment from time to time
as provided herein. No adjustments will be made for cash
dividends, if any, paid to shares of record prior to the date on
which the Warrants are exercised.
(b) In case the Company shall at any time after the
date of this Certificate (1) declare a dividend on the shares of
Common Stock payable in shares of Common Stock, or (ii) subdivide
or split up the outstanding shares of Common Stock, the amount of
Shares to be delivered upon exercise of any Warrant will be
appropriately increased so that the Holder will be entitled to
receive the amount of Shares that such Holder would have owned
immediately following such actions had such Warrant been
exercised immediately prior thereto, and the Exercise Price in
effect immediately prior to the record date for such dividend or
the effective date for such subdivision shall be proportionately
decreased, all effective immediately after the record date for
such dividend or the effective date for such subdivision or split
up. Such adjustments shall be made successively whenever any
event listed above shall occur.
(c) In case the Company shall at any time after the
date of this Certificate combine the outstanding shares of Common
Stock into a smaller number of shares the amount of Shares to be
delivered upon exercise of any Warrant will be appropriately
decreased so that the Holder will be entitled to receive the
amount of Shares that such Holder would have owned immediately
following such action had such Warrant been exercised immediately
prior thereto, and the Exercise Price in effect immediately prior
to the record date for such combination shall be proportionately
increased, effective immediately after the record date for such
combination. Such adjustment shall be made successively whenever
any such combinations shall occur.
(d) In the event that the Company shall at any time
after the date of this Certificate (i) issue or sell any shares
of Common Stock (other than the Shares) or securities convertible
or exchangeable into Common Stock without consideration or at a
price per share (or having a conversion price per share, if a
security convertible into Common Stock) less than the Market
Value per share of Common Stock (as defined in Section 7(f)
hereof), or (ii) issue or sell options, rights or warrants to
subscribe for or purchase Common Stock at a price per share less
than the Market Price per share of Common Stock (as defined in
Section 7(f) hereof), the Exercise Price to be in effect after
the date of such issuance shall be determined by multiplying the
Exercise Price in effect on the day immediately preceding the
relevant issuance or record date, as the case may be, used in
determining such Market Value or Market Price, by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding on such issuance or record date plus the number of
shares of Common Stock which the aggregate offering price of the
total number of shares of Common Stock so to be issued or to be
offered for subscription or purchase (or the aggregate initial
conversion price of the convertible securities so to be offered)
would purchase at such Market Value or Market Price, as the case
may be, and the denominator of which shall be the number of
shares of Common Stock outstanding on such issuance or record
date plus the number of additional shares of Common Stock to be
issued or to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially
convertible); such adjustment shall become effective immediately
after the close of business on such issuance or record date;
provided, however, that no such adjustment shall be made for the
issuance of (s) options to purchase shares of Common Stock
granted pursuant to the Company's employee stock option plans
approved by shareholders of the Company (and the shares of Common
Stock issuable upon exercise of such options) (provided that
option exercise prices shall not be less than the Market Value of
the Common Stock (as defined in Section 7(f) hereof) on the date
of the grant of such options), (t) the Company's warrants to
purchase shares of Common Stock (and the shares of Common Stock
issuable upon exercise of such warrants), outstanding on the date
hereof, (u) the Company's shares of Series A, Cumulative
Convertible Preferred Stock (and the shares of Common Stock
issuable upon conversion of such Preferred Stock), outstanding on
the date hereof, (v) the Company's shares of Series B, Cumulative
Preferred Stock (and the shares of Common Stock issuable in lieu
of dividend and redemption payments thereunder), outstanding on
the date hereof, (w) the Company's shares of Series E, Cumulative
Convertible Preferred Stock (and the shares of such Preferred
Stock issued in lieu of dividend payments thereunder and shares
of Common Stock issuable upon conversion of such Preferred
Stock), (x) the Company's shares of Series F, Cumulative
Convertible Preferred Stock (and the shares of Series F Preferred
Stock issued in lieu of dividend payments thereunder and shares
of Common Stock issuable upon conversion of such Preferred
Stock), (y) the Company's Amended Series A, Cumulative
Convertible Preferred Stock (and the shares of Amended Series A
Preferred Stock issued in lieu of dividend payments thereunder
and shares of Common Stock issuable upon conversion of such
Preferred Stock), or (z) the Company's $15 million in principal
of Secured Subordinated Debt Notes (and the shares of Common
Stock issuable in lieu of interest payments thereunder),
outstanding on the date hereof. In case such subscription price
may be paid in a consideration, part or all of which shall be in
a form other than cash, the value of such consideration shall be
as determined reasonably and in good faith by the Board of
Directors of the Company. Shares of Common Stock owned by or
held for the account of the Company or any wholly-owned
subsidiary shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively
whenever the date of such issuance is fixed (which date of
issuance shall be the record date for such issuance if a record
date therefor is fixed); and, in the event that such shares or
options, rights or warrants are not so issued, the Exercise Price
shall again be adjusted to be the Exercise Price which would then
be in effect if the date of such issuance had not been fixed.
(e) In case the Company shall make 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 its
indebtedness, securities other than Common Stock or assets (other
than cash dividends or cash distributions payable out of
consolidated earnings or earned surplus or dividends payable in
Common Stock), the Exercise Price to be in effect after such date
of distribution shall be determined by multiplying the Exercise
Price in effect on the date immediately preceding the record date
for the determination of the shareholders entitled to receive
such distribution by a fraction, the numerator of which shall be
the Market Price per share of Common Stock (as defined in Section
7(f) hereof) on such date, less the then-fair market value (as
determined reasonably and in good faith by the Board of Directors
of the Company of the portion of the assets, securities or
evidences of indebtedness so to be distributed applicable to one
share of Common Stock and the denominator of which shall be such
Market Price per share of Common Stock, such adjustment to be
effective immediately after the distribution resulting in such
adjustment. Such adjustment shall be made successively whenever
a date for such distribution is fixed (which date of distribution
shall be the record date for such distribution if a record date
therefor is fixed); and, if such distribution is not so made, the
Exercise Price shall again be adjusted to be the Exercise Price
which would then be in effect if such date of distribution had
not been fixed.
(f) For the purposes of any computation under this
Section 7, the "Market Price per share" of Common Stock on any
date shall be deemed to be the average of the closing bid price
for the 20 consecutive trading days ending on the record date for
the determination of the shareholders entitled to receive any
rights, dividends or distributions described in this Section 7,
and the "Market Value per share" of Common Stock on any date
shall be deemed to be the closing bid price on the date of the
issuance of the securities for which such computation is being
made, as reported on the principal United States securities
exchange on which the Common Stock is listed or admitted to
trading or if the Common Stock is not then listed on any United
States stock exchange, the average of the closing sales price on
each such day during such 20 day period, in the case of the
Market Price computation, or on such date of issuance, in the
case of the Market Value computation, in the over-the-counter
market as reported by the National Association of Securities
Dealers' Automated Quotation System ("NASDAQ"), or, if not so
reported, the average of the closing bid and asked prices on each
such day during such 20 day period in the case of the Market
Price computation, or on such date of issuance, in the case of
the Market Value computation, as reported in the "pink sheets"
published by the National Quotation Bureau, Inc. or any successor
thereof, or, if not so quoted, the average of the middle market
quotations for such 20 day period in the case of the Market Price
computation, or on such date of issuance, in the case of the
Market Value computation, as reported on the daily official list
of the prices of stock listed on The London Stock Exchange
Limited ("The Stock Exchange Daily Official List"). "Trading
day" means any day on which the Common Stock is available for
trading on the applicable securities exchange or in the
applicable securities market. In the case of Market Price or
Market Value computations based on The Stock Exchange Daily
Official List, the Market Price or Market Value shall be
converted into United States dollars at the then spot market
exchange rate of pounds sterling (UK) into United States dollars
as quoted by Chemical Bank or any successor bank thereto on the
date of determination. If a quotation of such exchange rate is
not so available, the exchange rate shall be the exchange rate of
pounds sterling in United States dollars as quoted in The Wall
Street Journal on the date of determination.
(g) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least $.02 in such price; provided that any
adjustments which by reason of this Section 7(g) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment; provided, further that such adjustment
shall be made in all events (regardless of whether or not the
amount thereof or the cumulative amount thereof amounts to $.02
(or more) upon the happening of one or more of the events
specified in Sections 7(b), (c) or (i). All calculations under
this Section 7 shall be made to the nearest cent.
(h) If at any time, as a result of an adjustment
made pursuant to Section 7(b) or (c) hereof, the Holder of any
Warrant thereafter exercised shall become entitled to receive any
shares of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Shares
contained in this Section 7, and the provisions of this
Certificate with respect to the Shares shall apply on like terms
to such other shares.
(i) In the case of (l) any capital reorganization
of the Company, or of (2) any reclassification of the shares of
Common Stock (other than a subdivision or combination of
outstanding shares of Common Stock), or (3) any consolidation or
merger of the Company, or (4) the sale, lease or other transfer
of all or substantially all of the properties and assets of the
Company as, or substantially as, an entirety to any other person
or entity, each Warrant shall after such capital reorganization,
reclassification of the shares of Common Stock, consolidation, or
sale be exercisable, upon the terms and conditions specified in
this Certificate, for the number of shares of stock or other
securities or assets to which a holder of the number of Shares
purchasable (immediately prior to the effectiveness of such
capital reorganization, reclassification of shares of Common
Stock, consolidation, or sale) upon exercise of a Warrant would
have been entitled upon such capital reorganization,
reclassification of shares of Common Stock, consolidation, merger
or sale; and in any such case, if necessary, the provisions set
forth in this Section 7 with respect to the rights thereafter of
the Holder shall be appropriately adjusted (as determined
reasonably and in good faith by the Board of Directors of the
Company) so as to be applicable, as nearly as may reasonably be,
to any shares of stock or other securities or assets thereafter
deliverable on the exercise of a Warrant. The Company shall not
effect any such consolidation or sale, unless prior to or
simultaneously with the consummation thereof, the successor
corporation, partnership or other entity (if other than the
Company) resulting from such consolidation or the corporation,
partnership or other entity purchasing such assets or the
appropriate entity shall assume, by written instrument, the
obligation to deliver to the Holder of each Warrant the shares of
stock, securities or assets to which, in accordance with the
foregoing provisions, such Holder may be entitled and all other
obligations of the Company under this Certificate. For purposes
of this Section 7(i) a merger to which the Company is a party but
in which the Common Stock outstanding immediately prior thereto
is changed into securities of another corporation shall be deemed
a consolidation with such other corporation being the successor
and resulting corporation.
(j) Irrespective of any adjustments in the Exercise
Price or the number or kind of shares purchasable upon the
exercise of the Warrant, Warrant Certificates theretofore or
thereafter issued may continue to express the same Exercise Price
per share and number and kind of Shares as are stated on the
Warrant Certificates initially issuable pursuant to this Warrant.
(k) The Company may, in its sole discretion, at any
time and from time to time before the Expiration Date, reduce the
Exercise Price to any lower amount by notice to the Holders, in
the manner provided in Section 14.
8. Required Notices to Warrant Holders. Nothing contained
in this Certificate shall be construed as conferring upon the
Holder the right to vote or to consent or to receive notice as a
shareholder in respect of any meetings of shareholders for the
election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however,
at any time prior to the expiration of the Warrants or their exer
cise, any of the following events shall occur:
(i) the Company shall issue any rights to subscribe for
shares of Common Stock or any other securities of the Company to
all of the shareholders of the Company; or
(ii) a dissolution, liquidation or winding-up of the Company
(other than in connection with a consolidation, merger or
statutory share exchange) or a sale of all or substantially all
of its property, assets and business as an entirety shall be
approved by the Company's Board of Directors; or
(iii) there shall be any re-classification or a change in
the kind of the outstanding shares of Common Stock into different
securities (other than a change in the number of outstanding
shares or a change in par value to no par value, or from no par
value to par value) or consolidation, merger or statutory share
exchange of the Company with another entity;
then, in any one or more of said events, the Company shall give
written notice of such event on or before the date the Company
gives notice to its shareholders of such event. Such notice shall
specify the applicable record date or the date of closing the
transfer books, as the case may be, if any. Failure to give such
notice or any defect therein shall not affect the validity of any
action taken in connection with the event.
9. Redemption by the Company. At any time after August
19, 1998, the Company may redeem all, but not part, of the
Warrants upon not less than thirty-five (35) days notice (given
in the manner described in Section 14) to the Holders (the
"Redemption Notice"), at the redemption price of one cent ($0.01)
per Warrant, if the Market Price per share of the Common Stock
for the thirty consecutive trading days ending within thirty
Business Days of the date of such Redemption Notice equals or
exceeds one dollar and twenty-five cents ($1.25). The Redemption
Notice shall specify the date on which the Warrants are to be
redeemed (the "Redemption Date"). If the Warrants are called for
redemption, they may be exercised at any time prior to 5:00 p.m.
New York time on the business day immediately preceding the date
fixed for redemption in the Redemption Notice. After the
Redemption Date, no Warrant may be exercised and all outstanding
Warrant Certificates must be surrendered by the Holders thereof
to the Company and the Holders shall have no further rights
except to receive, upon surrender of the Certificates evidencing
the redeemed Warrants, the redemption price for such Warrants.
10. Reservation and Listing of Securities.
(a) The Company covenants and agrees that at all times
during the period the Warrants are exercisable, the Company shall
reserve and keep available, free from preemptive rights, out of
its authorized and unissued shares of Common Stock or out of its
authorized and issued shares of Common Stock held in its
treasury, solely for the purpose of issuance upon exercise of the
Warrants, such number of Shares as shall be issuable upon the
exercise of the Warrants.
(b) The Company covenants and agrees that, upon exercise of
the Warrants in accordance with their terms and payment of the
Purchase Price, all Shares issued or sold upon such exercise
shall not be subject to the preemptive rights of any shareholder
and when issued and delivered in accordance with the terms of the
Warrants shall be duly and validly issued, fully paid and non-
assessable, and the Holder shall receive good and valid record
title to such Shares free and clear from any adverse claim (as
defined in the applicable Uniform Commercial Code), except such
as have been created by the Holder.
(c) As long as the Warrants shall be outstanding, the
Company shall use its reasonable efforts to cause all Shares
issuable upon the exercise of the Warrants to be quoted by or
listed on any national securities exchange or other securities
listing service on which the shares of Common Stock of the
Company are then listed.
11. Survival. All agreements, covenants, representations
and warranties herein shall survive the execution and delivery of
this Certificate and any investigation at any time made by or on
behalf of any party hereto and the exercise, sale and purchase of
the Warrants and the Shares (and any other securities or
properties) issuable on exercise hereof.
12. Remedies. The Company agrees that the remedies at law
of the Holder, in the event of any default or threatened default
by the Company in the performance of or compliance with any of
the terms hereof, may not be adequate and such terms may, in
addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement
contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.
13. Registered Holder. The Company may deem and treat the
registered Holder hereof as the absolute owner of this
Certificate and the Warrants represented hereby (notwithstanding
any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise of the Warrants, of any
notice, and of any distribution to the Holder hereof, and for all
other purposes, and the Company shall not be affected by any
notice to the contrary.
14. Manner of Notices. All notices and other
communications from the Company to the Holders of the Warrants
represented by this Certificate shall be in writing and shall be
deemed to have been duly given if and when personally delivered,
two (2) business days after sent by overnight courier or ten (10)
days after mailed by certified, registered or international
recorded mail, postage prepaid and return receipt requested, or
when transmitted by telefax, telex or telegraph and confirmed by
sending a similar mailed writing, if to the Holder, to the last
address of such Holder as it shall appear on the books of the
Company maintained at the Company's principal office or to such
other address as the Holder may have specified to the Company in
writing.
15. Headings. The headings contained herein are for
convenience of reference only and are not part of this
Certificate.
16. Governing Law. This Certificate shall be deemed to be
a contract made under the laws of the State of Delaware and for
all purposes shall be governed by, and construed in accordance
with, the laws of said state, without regard to the conflict of
laws provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Certificate
to be duly executed by its duly authorized officers under its
corporate seal.
Dated: August 19, 1997
XCL LTD.
By:__________________________
Name: Marsden W. Miller, Jr.
Title: Chairman
Attest:
____________________________
Secretary
XCL LTD.
FORM OF ELECTION TO PURCHASE
(To be executed by the registered Holder
if such Holder desires to exercise Warrants)
The undersigned registered Holder hereby irrevocably elects to
exercise the right of purchase represented by this Warrant Certifi-
cate for, and to purchase, __________ Shares hereunder, and herewith
tenders in payment for such Shares cash, a wire transfer, a certified
check or a banker's draft payable to the order of XCL Ltd. in the
amount of______________________, all in accordance with the terms
hereof. The undersigned requests that a certificate for such Shares
be registered in the name of and delivered to:
_____________________________________________________________________
(Please Print Name and Address)
and, if said number of Shares shall not be all the Shares purchasable
hereunder, that a new Warrant Certificate for the balance remaining
of the Shares purchasable hereunder be registered in the name of the
undersigned Warrant Holder or his Assignee as below indicated and
delivered to the address stated below.
DATED:
Name of Warrant Holder:
___________________________________________________________
(Please Print)
Address:
____________________________________________________________
Signature:_________________________________________________
Note: The above signature must correspond in all respects with
the name of the Holder as specified on the face of this
Warrant Certificate, without alteration or enlargement
or any change whatsoever, unless the Warrants
represented by this Warrant Certificate have been
assigned.
IN CONNECTION WITH THIS ELECTION TO PURCHASE, THE WARRANT HOLDER MUST
DELIVER TO THE COMPANY (i) A WRITTEN CERTIFICATION THAT SUCH HOLDER
IS NOT A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
THAT THE WARRANTS ARE NOT BEING EXERCISED ON BEHALF OF, OR FOR THE
ACCOUNT OR BENEFIT OF, A U.S. PERSON, OR (ii) A WRITTEN OPINION OF
UNITED STATES LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO
THE COMPANY, TO THE EFFECT THAT THE WARRANTS AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE AND FOREIGN
SECURITIES LAWS OR ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE AND FOREIGN
SECURITIES LAWS.
XCL LTD.
FORM OF ASSIGNMENT
(To be executed by the registered Holder if such Holder
desires to transfer the Warrant Certificate)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers to:
________________________________________________________
(Please Print Name and Address of Transferee)
Warrants to purchase up to _________ Shares represented by this
Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
__________________, Attorney, to transfer such Warrants on the books
of the Company, with full power of substitution in the premises. The
undersigned requests that if said number of Shares shall not be all
of the Shares purchasable under this Warrant Certificate that a new
Warrant Certificate for the balance remaining of the Shares
purchasable under this Warrant Certificate be registered in the name
of the undersigned Warrant Holder and delivered to the registered
address of said Warrant Holder.
DATED:
Signature of registered Holder:
Note: The above signature must correspond in all respects with
the name of the Holder as specified on the face of this
Warrant Certificate, without alteration or enlargement
or any change whatsoever. The above signature of the
registered Holder must be guaranteed by a commercial
bank or trust company, by a broker or dealer which is a
member of the National Association of Securities
Dealers, Inc. or by a member of a national securities
exchange, The Securities and Futures Authority Limited
in the United Kingdom or The International Stock
Exchange in London, England. Notarized or witnessed
signatures are not acceptable as guaranteed signatures.
Signature Guaranteed:
____________________________________
Authorized Officer
___________________________________
Name of Institution