XCL LTD.
WARRANT CERTIFICATE
THE WARRANTS REPRESENTED BY THIS CERTIFICATE 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 OF ANY OTHER DOMESTIC OR FOREIGN JURISDICTION. NO
OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY,
A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY
BE MADE UNLESS (i) REGISTERED UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS OR (ii) XCL LTD. (THE "CO
MPANY") 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.
No. B-__
WARRANTS TO PURCHASE
COMMON STOCK OF XCL LTD.
Initial Issuance on March 3, 1998
Void after 5:00 p.m. Louisiana Time, March 2, 2002
THIS CERTIFIES THAT, for value received,
_____________________________, 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 March
3, 1998 (the "Issue Date") and until 5:00 p.m., local time, on
March 2, 2002 (the "Expiration Date"), subject to the conditions
set forth herein, at the initial exercise price of $5.50 per
share (the "Initial Exercise Price"), subject to adjustment as
set forth herein (the "Exercise Price"), up to an aggregate of
_____________________________________(________) fully paid and
non-assessable common shares, par value $0.01 per share (the
"Common Stock"), subject to adjustment as set forth herein, of
the Company (the "Shares") upon surrender of this warrant
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,
2nd Floor, Lafayette, LA 70508, United States of America.
1. Exercise of Warrants.
(a) The exercise of any Warrants represented by this
Certificate is subject to the conditions set forth
below in paragraph 4, "Compliance with U.S. Secur
ities Laws."
(b) Subject to compliance with all of the
conditions set forth herein, the Holder shall have
the right at any time and from time to time after
the Issue Date 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 com
pleted and signed, and upon payment to the Company
of the Purchase Price.
(c) No Warrant may be exercised after 5:00 p.m.,
local time, on the Expiration Date, after which
time all Warrants evidenced hereby shall be void.
(d) Payment of the Purchase Price shall be made in
cash, by wire transfer of immediately available
funds 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
share certificate or share certificates for the
number of whole Shares purchased upon the exercise
of the Warrants.
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 the Holder, the Company shall
pay to the 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 documen
tary 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 transfer
taxes, if any, the Company shall not be required to
issue such Shares.
4. Compliance with U.S. Securities Laws. The Warrants
have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the
"Securities Act"), or any other federal or state
securities or blue sky laws. No offer, sale, transfer,
pledge or other disposition (collectively, a
"Disposal") of the Warrants represented by this
Certificate may be made 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.
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, 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, which
may be provided 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 United States national
securities exchange, The Securities and Futures
Authority Limited in the United Kingdom, or The
London Stock Exchange Limited in London, England.
Upon any registration of transfer, the Company
shall deliver a new warrant certificate or warrant
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 any applicable
provisions of the Securities Act and any
applicable state securities or blue sky laws.
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 warrant
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. Any transfer not made in such
compliance shall be null and void and shall be
given no effect hereunder.
(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
warrant 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 shareholders 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 (i) 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 to all holders of 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 to all holders of 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 Amended Series A, Cumulative Convertible
Preferred Stock (and the shares of Common Stock
issuable upon conversion of such Preferred Stock),
outstanding on the date hereof, or (v) the
Company's shares of Series B, Cumulative Preferred
Stock (and the shares of Common Stock issuable
upon conversion of such Preferred Stock or in lieu
of dividend and redemption 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 Nasdaq
National Market, 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 1% 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 1% (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.
8. 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 stockholder in respect of any
meetings of stockholders for the election of directors
or any other matter, or as having any rights whatsoever
as a stockholder of the Company. If, however, at any
time prior to the exercise or expiration of the
Warrants, any of the following events shall occur:
(a) the holders of shares of the Common Stock shall
be entitled to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend
or distribution payable otherwise than out of
current or retained earnings, as indicated by the
accounting treatment of such dividend or dis
tribution on the books of the Company; or
(b) the Company shall offer to all the holders of
its Common Stock any additional shares of capital
stock of the Company or securities convertible
into or exchangeable for shares of capital stock
of the Company, or any option, right or warrant to
subscribe therefor; or
(c) a dissolution, liquidation or winding-up of the
Company (other than in connection with a consoli
dation or merger) or a sale of all or sub
stantially all of its property, assets and
business as an entirety shall be approved by the
Company's Board of Directors; or
(d) there shall be any capital reorganization or
reclassification of the capital stock of the
Company (other than a change in the number of
outstanding shares of Common Stock or a change in
the par value of the Common Stock), or
consolidation or merger of the Company with
another entity;
then, in any one or more of said events, the Company shall give
written notice of such event at least fifteen (15) days prior to
the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled
to such dividend, distribution, convertible or exchangeable secur
ities or subscription rights, options or warrants, or entitled to
vote on such proposed dissolution, liquidation, winding-up or
sale. Such notice shall specify such record date or the date of
closing the transfer books, as the case may be. Failure to give
such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment
of any such dividend or distribution, or the issuance of any
convertible or exchangeable securities or subscription rights,
options or warrants, or any proposed dissolution, liquidation,
winding-up or sale.
9. Reservation and Listing of Securities.
(a) The Company covenants and agrees that 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
stockholder 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 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.
10. Survival. All agreements, covenants, representa
tions 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.
11. 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.
12. 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.
13. Notices. All notices and other communications from
the Company to the Holder 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 con
firmed 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.
14. Headings. The headings contained herein are for
convenience of reference only and are not part of this
Certificate.
15. 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 there
of.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed by its duly authorized officers
under its corporate seal.
Dated: March 3, 1998
XCL LTD.
By:___________________________________
Name:____________________________
Title:___________________________
Attest:
___________________________________
Secretary
Dated: March 3, 1998
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 Certificate 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 share 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 purchas
able 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.
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 regis
tered 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 London Stock Exchange Limited in London,
England. Notarized or witnessed signatures are not acceptable as
guaranteed signatures.
Signature Guaranteed:
___________________________________
Authorized Officer
___________________________________
Name of Institution