EXHIBIT 4.4
STOCK OPTION CERTIFICATE
1997 PINNACLE OIL INTERNATIONAL, INC. STOCK PLAN
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[To be prepared by the Company and signed by the Recipient]
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Name of Recipient....................
Capacity of Recipient................ [_] Employee [_] Executive Officer
[_] Director [_] Consultant
Legal Address/Domicile of Recipient..
Citizenship of Recipient............. [_] United States [X] Canada
[_] Other:
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Number of Option Shares..............
Option Price per Option Share........
Classification of Option............. [_] Non-Qualified Option
[_] Incentive Option
Vesting.............................. [_] Fully Vested
[_] Continuous Service Vesting
(see sections 2 through 4 below)
Option Expiration Date............... (subject to section 4 below)
Option Effective Date................
U.S. Federal Exemption Relied Upon at
the Time of Grant or Exercise.......
Blue Sky Exemption Relied Upon.......
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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH, OR APPROVED OR
DISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE, TERRITORIAL OR PROVINCIAL SECURITIES REGULATORY AGENCY, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE, TERRITORIAL OR PROVINCIAL
SECURITIES REGULATORY AGENCY REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING CONTEMPLATED BY THIS STOCK OPTION CERTIFICATE OR THE ACCURACY OR
ADEQUACY OF ANY OFFERING MATERIALS, INCLUDING THE 1997 PINNACLE OIL
INTERNATIONAL, INC. STOCK PLAN OR THE PLAN SUMMARY FOR SUCH STOCK PLAN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE
SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL AND IMMEDIATE
DILUTION. THERE IS A LIMITED PUBLIC MARKET FOR THE SALE OF THESE SECURITIES BY
THE RECIPIENT. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS
REGISTERED, OR THE RECIPIENT PROVIDES THE COMPANY AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, OR ITS LEGAL COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED BY REASON OF AN EXEMPTION OR OTHERWISE. AS A RESULT, THESE SECURITIES
ARE SUITABLE ONLY FOR CERTAIN SOPHISTICATED AND QUALIFIED INVESTORS WHO CAN BEAR
THE FINANCIAL RISK OF AN INVESTMENT IN THESE SECURITIES FOR AN INDEFINITE PERIOD
OF TIME.
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THIS STOCK OPTION CERTIFICATE is entered into between Pinnacle Oil
International, Inc., a Nevada corporation (the "Company"), whose principal
executive office is located at 840 7/th/ Avenue, Suite 750, Phoenix Place, S.W.,
Calgary, Alberta, Canada, T2P 3G2, and the Recipient identified on the first
page of this Stock Option Certificate (the "Recipient"), pursuant to that
certain 1997 Pinnacle Oil International, Inc. Stock Plan dated July 25, 1997, as
such Plan may be amended and/or restated from time to time (the "Plan").
Subject to the terms of this Stock Option Certificate, the Recipient's rights to
purchase the Option Shares are governed by the Plan, the terms of which are
incorporated herein by this reference. Defined terms in this Stock Option
Certificate shall have the same meaning as defined terms in the Plan.
1. GRANT OF OPTION
This Stock Option Certificate certifies that the Company has granted to the
Recipient, pursuant to the terms of the Plan, a stock option (the "Option")
to purchase, in whole or in part, the number of Option Shares designated on
the first page of this Stock Option Certificate (collectively and
severally, the "Option Shares"), representing shares of the common stock,
par value $0.001 (the "Common Stock") of the Company, at the exercise or
Option Price per Option Share designated on the first page of this Stock
Option Certificate (the "Option Price"), subject to the following terms and
conditions.
2. CONTINUOUS SERVICE VESTING -- SCHEDULE
If the Option Shares are subject to vesting by reason of the Continuous
Service Vesting designation set forth on the first page of this Stock
Option Certificate, then, subject to section 5(e) of the Plan, the Option
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Shares are subject to vesting based upon continued performance of services
in the capacity set forth on the first page of this Stock Option
Certificate through ______.
3. CONTINUOUS SERVICE VESTING -- ACCELERATION OF VESTING IN THE EVENT OF
TERMINATION OF RECIPIENT
If the Option Shares are subject to vesting by reason of the Continuous
Service Vesting designation set forth on the first page of this Stock
Option Certificate, then the prospective right to purchase unvested Option
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Shares shall immediately lapse if such right does not vest prior to
Termination Of Recipient.
4. TERM OF OPTION
The right to exercise the Options granted by this Stock Option Certificate
shall commence on the Option Effective Date designated on the first page of
this Stock Option Certificate, and shall expire and be null and void ab
initio and of no further force or effect to the extent not exercised by
5:00 p.m. M.S.T., on the Option Expiration Date designated on the first
page of this Stock Option Certificate (the "Option Expiration Date");
provided, however, if the Option Shares are subject to the Continuous
Service Vesting designation set forth on the first page of this Stock
Option Certificate, then, pursuant to section 5(e)(iii) of the Plan, in the
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event of Termination Of Recipient, the expiration date shall be accelerated
to ________ years after the effective date of Termination Of Recipient (if
earlier than the Option Expiration Date).
5. DELIVERIES; MANNER OF EXERCISE AND PAYMENT
This Option shall be exercised by delivery of the following to the
Secretary of the Company at the Company's principal executive offices: (i)
this Stock Option Certificate, duly signed by the Recipient; (ii) full
payment for the Option Shares to be purchased in (1) immediately available
funds (in U.S. dollars); (2) if then employed by the Company, shares of
Common Stock pursuant to section 5(f)(iii)(l) of the Plan; (3) if then
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employed by the Company, surrender or relinquishment of rights to acquire
Common Stock pursuant to section 5(f)(iii)(2) of the Plan; (4) if and to
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the extent consented to by the Board, a promissory note pursuant to section
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5(f)(iii)(3) of the Plan; and/or (5) if and to the extent consented to by
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the Board, other property constituting good and valuable consideration
pursuant to section 5(f)(iii)(4) of the Plan; and (iii) a Consent of Spouse
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(as such consent is defined in the Plan) from the spouse of the Recipient,
if any, duly signed by such spouse.
6. EXERICISE AND TRANSFER OF OPTION
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Options may only be exercised by the original Recipient hereof, and may not
be Transferred by such Recipient, except upon and following the Death of a
Recipient (if a natural person), but only to the Recipient's Successors as
provided in sections 5(i)(ii) and 5(i)(iii) of the Plan. Any Transfer or
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exercise of an Option so Transferred in violation of this Stock Option
Certificate shall be null and void ab initio and of no further force and
effect.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS
The Recipient hereby represents, warrants and covenants to the Company,
each of which is deemed to be a separate representation, warranty and
covenant, whichever the case may be, that:
(a) Domicile. The Recipient's permanent legal residence and domicile, if
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the Recipient is an individual, or permanent legal executive offices
and principal place of business, if the Recipient is an Entity, was
and is in the State, territory or province designated on the first
page of this Stock Option Certificate at both the time of the "offer"
and the time of the "sale" of this Option and the Option Shares to the
Recipient.
(b) Age. The Recipient, if a natural person, is age eighteen (18) or
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over.
(c) Receipt and Review of Plan and Plan Summary. The Recipient has
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received a copy of the Plan as well as a copy of the 1997 Pinnacle Oil
International, Inc. Stock Plan Summary (the "Plan Summary"), which
explains the administration and operation of the Plan, risk factors
concerning an investment in the Common Stock and the Company, the tax
consequences of grants of Options under the Plan, and certain other
relevant matters pertaining to the Plan, and has read and understood
the Plan and the Plan Summary.
(d) Independent Review of Investment Merits; Due Diligence. The
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Recipient has taken during the course of the transaction contemplated
by this Stock Option Certificate, and will retake prior to exercising
the Option: (i) the opportunity to engage such investment
professionals and advisors including, without limitation, accountants,
appraisers, investment, tax and legal advisors, each of whom are
independent of the Company and its advisors and agents, to: (1)
conduct such due diligence review as the Recipient and/or such
investment professionals and advisors deem necessary or advisable, and
(2) to provide such opinions as to (A) the investment merits of a
proposed investment in the Option Shares, (B) the tax consequences of
the grant and exercise of the Option, and the subsequent disposition
of the Option Shares, and (C) the effect of same upon the Recipient's
personal financial circumstances, as the Recipient and/or his, her or
its investment professionals and advisors have or may deem advisable;
and (ii) the Recipient has received and will receive, to the extent
he, she or it has availed or will avail himself, herself or itself of
these opportunities, satisfactory information and answers from such
investment professionals and advisors.
(e) Opportunity to Ask Questions and to Review Documents, Books and
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Records. Without limiting the generality of subsection 7(d) above,
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the Recipient and his, her or its investment professionals and
advisors have taken the opportunity during the course of the
transaction contemplated by Stock Option Certificate, and the
Recipient and his, her or its investment professionals and advisors
will again take the opportunity prior to exercising the Option, to the
extent the Recipient and/or such investment professionals and advisors
have or will determine it to be necessary, to: (i) be provided with
financial and other written information (in addition to that contained
in the Plan and Plan Summary); (ii) ask questions and receive answers
concerning the terms and conditions of this Stock Option Certificate,
an investment in the Option Shares, and the business of the Company
and its finances; (iii) review all documents, books and records of the
Company; and (iv) the Recipient and/or his, her or its investment
professionals and advisors have received and will receive, to the
extent they have availed or will avail themselves of these
opportunities, satisfactory information and answers.
(f) Offering Communications. With the exception of written information
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given to the Recipient by the principal executive officers of the
Company, no person has provided any information (other than the
provision of the Plan and Plan Summary), or made any representations
to the Recipient,
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concerning the Company or its past, present or future business; on
which the Recipient has relied in offering to purchase the Option
Shares.
(g) Restrictions on Transferability of Option Shares. The Recipient has
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been informed and understands and agrees as follows: (i) there are
substantial restrictions on the transferability of the Option Shares
as set forth in the Plan and as are more particularly described in the
Plan Summary; (ii) as a result of such restrictions, (1) it may not be
possible for the Recipient to sell or otherwise liquidate the Option
Shares in the case of emergency and/or other need, and the Recipient
must therefore be able to hold the Option Shares until the lapse of
said restrictions, (2) the Recipient must have adequate means of
providing for the Recipient's current needs and personal
contingencies, and (3) the Recipient must have no need for liquidity
in an investment in the Option Shares; and (iii) the Recipient has
evaluated the Recipient's financial resources and investment position
in view of the foregoing; and the Recipient is able to bear the
economic risk of an investment in the Option Shares.
(h) Securities Purchased For Recipient's Own Account. The Option Shares
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will be purchased by the Recipient as principal and not by any other
person, with the Recipient's own funds and not with the funds of any
other person, and for the account of the Recipient and not as a
nominee or agent and not for the account of any other person. The
Recipient will purchase the Option Shares for investment purposes only
for an indefinite period, and not with a view to the sale or
distribution of any part or all thereof by public or private sale or
other disposition. No person other than the Recipient will have any
interest, beneficial or otherwise, in the Option Shares, and the
Recipient is not obligated (and will not be obligated at time of
exercise) to transfer the Option Shares to any other person, nor does
the Recipient have any agreement or understanding to do so.
(i) Compliance With Investment Laws. The Recipient has complied or will
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comply (as the case may be) with all applicable investment laws and
regulations in force relating to the legality of an investment in the
Option Shares by the Recipient in any jurisdiction in which he, she or
it purchases the Option Shares or enters into this Stock Option
Certificate, and has obtained or will obtain (as the case may be) any
consent, approval or permission required of him, her or it for the
purchase of the Option Shares under the investment laws and
regulations in force in any jurisdiction to which he, she or it is
subject, or in which he, she or it makes such purchase, and the
Company shall have no responsibility therefor.
(j) No General Solicitation or Public Advertising. With the exception of
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the provision of the Plan and the Plan Summary, the Recipient has not,
with respect to the offer and sale of the this Stock Option
Certificate and/or the Option Shares, seen, received, been presented
with or been solicited: (i) by any advertisement, article, notice,
leaflet or other communication (whether published in any newspaper,
magazine, or similar media or broadcast over television or radio or
otherwise generally disseminated or distributed); or (ii) through any
public or promotional seminar or meeting to which the Recipient was
invited through any such advertisement, article, notice, leaflet or
other communication.
(k) Fees and Commissions. The Recipient has not retained any broker-
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dealer, placement agent or finder to whom the Company will have any
obligation to pay any commissions or fees.
Each representation, warranty and covenant of the Recipient shall be deemed
made at the time of grant of this Option, shall be deemed remade at any
time the Recipient exercises this Option, and shall survive the date of
closing with respect to the exercise of the last Option hereunder.
8. MISCELLANEOUS
(a) Preparation of Stock Option Certificate; Costs and Expenses. This
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Stock Option Certificate was prepared by the Company solely on behalf
of the Company. Each party acknowledges that: (i) he, she or it had
the advice of, or sufficient opportunity to obtain the advice of,
legal counsel separate and independent of legal counsel for any other
party hereto; (ii) the terms of the transaction contemplated by this
Stock Option Certificate are fair and reasonable to such party; and
(iii) such party has voluntarily entered into the transaction
contemplated by this Stock Option
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Certificate without duress or coercion. Each party further
acknowledges such party was not represented by the legal counsel of
any other party hereto in connection with the transaction contemplated
by this Stock Option Certificate, nor was such party under any belief
or understanding that such legal counsel was representing his, her or
its interests. Except as expressly set forth in this Stock Option
Certificate, each party shall pay all legal and other costs and
expenses incurred or to be incurred by such party in negotiating and
preparing this Stock Option Certificate; in performing due diligence
or retaining professional advisors; in performing any transactions
contemplated by this Stock Option Certificate; or in complying with
such party's covenants, agreements and conditions contained herein.
Each party agrees that no conflict, omission or ambiguity in this
Stock Option Certificate, the Plan and/or the Plan Summary or the
interpretation thereof, shall be presumed, implied or otherwise
construed against the Company or any other party to this Stock Option
Certificate on the basis that such party was responsible for drafting
this Stock Option Certificate.
(b) Cooperation. Each party agrees, without further consideration, to
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cooperate and diligently perform any further acts, deeds and things,
and to execute and deliver any documents that may be reasonably
necessary or otherwise reasonably required to consummate, evidence,
confirm and/or carry out the intent and provisions of this Stock
Option Certificate, all without undue delay or expense.
(c) Interpretation.
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(i) Survival. All representations and warranties made by any
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party in connection with any transaction contemplated by
this Stock Option Certificate shall, irrespective of any
investigation made by or on behalf of any other party
hereto, survive the execution and delivery of this Stock
Option Certificate and the performance or consummation of
any transaction described in this Stock Option Certificate.
(ii) Entire Agreement/No Collateral Representations. Each party
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expressly acknowledges and agrees that this Stock Option
Certificate, together with and subject to the Plan and the
Plan Summary: (1) is the final, complete and exclusive
statement of the agreement of the parties with respect to
the subject matter hereof; (2) supersedes any prior or
contemporaneous agreements, proposals, commitments,
guarantees, assurances, communications, discussions,
promises, representations, understandings, conduct, acts,
courses of dealing, warranties, interpretations or terms of
any kind, whether oral or written (collectively and
severally, the "prior agreements"), and that any such prior
agreements are of no force or effect except as expressly set
forth herein; and (3) may not be varied, supplemented or
contradicted by evidence of prior agreements, or by evidence
of subsequent oral agreements. No prior drafts of this
Stock Option Certificate, and no words or phrases from any
prior drafts, shall be admissible into evidence in any
action or suit involving this Stock Option Certificate.
(iii) Amendment; Waiver; Forbearance. Except as expressly
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provided otherwise herein, neither this Stock Option
Certificate nor any of the terms, provisions, obligations or
rights contained herein may be amended, modified,
supplemented, augmented, rescinded, discharged or terminated
(other than by performance), except as provided in the Plan
or by a written instrument or instruments signed by all of
the parties to this Stock Option Certificate. No waiver of
any breach of any term, provision or agreement contained
herein, or of the performance of any act or obligation under
this Stock Option Certificate, or of any extension of time
for performance of any such act or obligation, or of any
right granted under this Stock Option Certificate, shall be
effective and binding unless such waiver shall be in a
written instrument or instruments signed by each party
claimed to have given or consented to such waiver and each
party affected by such waiver. Except to the extent that the
party or parties claimed to have given or consented to a
waiver may have otherwise agreed in writing, no such waiver
shall be deemed a waiver or relinquishment of any other
term, provision, agreement, act, obligation or right granted
under this Stock Option Certificate, or any preceding or
subsequent breach thereof. No forbearance by a party to seek
a remedy for any noncompliance or breach by another
5
party hereto shall be deemed to be a waiver by such
forbearing party of its rights and remedies with respect to
such noncompliance or breach, unless such waiver shall be in
a written instrument or instruments signed by the forbearing
party.
(iv) Remedies Cumulative. The remedies of each party under this
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Stock Option Certificate are cumulative and shall not
exclude any other remedies to which such party may be
lawfully entitled, at law or in equity.
(v) Severability. If any term or provision of this Stock
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Option Certificate or the application thereof to any person
or circumstance shall, to any extent, be determined to be
invalid, illegal or unenforceable under present or future
laws, then, and in that event: (1) the performance of the
offending term or provision (but only to the extent its
application is invalid, illegal or unenforceable) shall be
excused as if it had never been incorporated into this Stock
Option Certificate, and, in lieu of such excused provision,
there shall be added a provision as similar in terms and
amount to such excused provision as may be possible and be
legal, valid and enforceable; and (2) the remaining part of
this Stock Option Certificate (including the application of
the offending term or provision to persons or circumstances
other than those as to which it is held invalid, illegal or
unenforceable) shall not be affected thereby, and shall
continue in full force and effect to the fullest extent
provided by law.
(vi) Parties in Interest. Notwithstanding anything else to the
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contrary herein, nothing in this Stock Option Certificate
shall confer any rights or remedies under or by reason of
this Stock Option Certificate on any persons other than the
parties hereto and their respective successors and assigns,
if any, as may be permitted under the Plan or hereunder, nor
shall anything in this Stock Option Certificate relieve or
discharge the obligation or liability of any third person to
any party to this Stock Option Certificate, nor shall any
provision give any third person any right of subrogation or
action over or against any party to this Stock Option
Certificate.
(vii) No Reliance Upon Prior Representation. Each party
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acknowledges that: (i) no other party has made any oral
representation or promise which would induce them prior to
executing this Stock Option Certificate to change their
position to their detriment, to partially perform, or to
part with value in reliance upon such representation or
promise; and (ii) such party has not so changed its
position, performed or parted with value prior to the time
of the execution of this Stock Option Certificate, or such
party has taken such action at its own risk.
(viii) Headings; References; Incorporation; "Person"; Gender;
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Statutory References. The headings used in this Stock
--------------------
Option Certificate are for convenience and reference
purposes only, and shall not be used in construing or
interpreting the scope or intent of this Stock Option
Certificate or any provision hereof. References to this
Stock Option Certificate shall include all amendments or
renewals thereof. All cross-references in this Stock Option
Certificate, unless specifically directed to another
agreement or document, shall be construed only to refer to
provisions within this Stock Option Certificate, and shall
not be construed to be referenced to the overall transaction
or to any other agreement or document. Any Exhibit
referenced in this Stock Option Certificate shall be
construed to be incorporated in this Stock Option
Certificate by such reference. As used in this Stock Option
Certificate, the term "person" is defined in its broadest
sense as any individual, entity or fiduciary who has legal
standing to enter into this Stock Option Certificate such
as, by way of example and not limitation, individual or
natural persons and trusts. As used in this Stock Option
Certificate, each gender shall be deemed to include the
other gender, including neutral genders appropriate for
entities, if applicable, and the singular shall be deemed to
include the plural, and vice versa, as the context requires.
Any reference to statutes or laws will include all
amendments, modifications, or replacements of the specific
sections and provisions concerned.
(d) Enforcement.
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(i) Applicable Law. This Stock Option Certificate and the
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rights and remedies of each party arising out of or relating
to this Stock Option Certificate (including, without
limitation, equitable remedies) shall (with the exception of
the Securities Act and the Blue Sky Laws) be solely governed
by, interpreted under, and construed and enforced in
accordance with the laws (without regard to the conflicts of
law principles) of the State of Nevada, as if this Stock
Option Certificate were made, and as if its obligations are
to be performed, wholly within the State of Nevada.
(ii) Consent to Jurisdiction; Service of Process. Any "action
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or proceeding" (as such term is defined below) arising out
of or relating to this Stock Option Certificate shall be
filed in and heard and litigated solely before the state
courts of Nevada located within the County of Ormsby. Each
party generally and unconditionally accepts the exclusive
jurisdiction of such courts and venue therein; consents to
the service of process in any such action or proceeding by
certified or registered mailing of the summons and complaint
in accordance with the notice provisions of this Stock
Option Certificate; and waives any defense or right to
object to venue in said courts based upon the doctrine of
"forum non conveniens." The term "action or proceeding" is
defined as any and all claims, suits, actions, hearings,
arbitrations or other similar proceedings, including appeals
and petitions therefrom, whether formal or informal,
governmental or non-governmental, or civil or criminal.
(iii) Waiver of Right to Jury Trial. Each party hereby waives
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such party's respective right to a jury trial of any claim
or cause of action based upon or arising out of this Stock
Option Certificate. Each party acknowledges that this waiver
is a material inducement to each other party hereto to enter
into the transaction contemplated hereby; that each other
party has already relied upon this waiver in entering into
this Stock Option Certificate; and that each other party
will continue to rely on this waiver in their future
dealings. Each party warrants and represents that such party
has reviewed this waiver with such party's legal counsel,
and that such party has knowingly and voluntarily waived its
jury trial rights following consultation with such legal
counsel.
(e) Successors and Assigns. All of the representations, warranties,
----------------------
covenants, conditions and provisions of this Stock Option Certificate
shall be binding upon and shall inure to the benefit of each party and
such party's respective successors and permitted assigns, spouses,
heirs, executors, administrators, and personal and legal
representatives.
(f) Notices. Except as otherwise specifically provided in this Stock
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Option Certificate, all notices, demands, requests, consents,
approvals or other communications (collectively and severally called
"notices") required or permitted to be given hereunder shall be given
in accordance with the notice provisions in the Plan.
(g) Counterparts. This Stock Option Certificate may be executed in
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counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument, binding
on all parties hereto. Any signature page of this Stock Option
Certificate may be detached from any counterpart of this Stock Option
Certificate and reattached to any other counterpart of this Stock
Option Certificate identical in form hereto by having attached to it
one or more additional signature pages.
WHEREFORE, the parties hereto have for purposes of this Stock Option Certificate
executed this Stock Option Certificate in Carson City, County of Ormsby, State
of Nevada, effective as of the Option Effective Date first set forth on the
first page of this Stock Option Certificate.
COMPANY:
Pinnacle Oil International, Inc.,
a Nevada corporation
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By:
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ATTEST:
[SEAL] By
---------------------------------
RECIPIENT:**
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8
Attachment
to
Stock Option Certificate
NOTICE OF EXERCISE OF STOCK OPTION
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[To be signed by the Recipient only upon exercise of Option]
TO: Secretary
Pinnacle Oil International, Inc.
840 7/th/ Avenue, Suite 750, Phoenix Place, S.W.
Calgary, Alberta, Canada T2P
The undersigned, the holder of Options under that certain Stock Option
Certificate dated effective ______ between Pinnacle Oil International, Inc., a
Nevada corporation (the "Company") and the undersigned (the "Recipient"), hereby
irrevocably elects, in accordance with the terms and conditions of that certain
1997 Pinnacle Oil International, Inc. Stock Plan dated July 25, 1997, as it may
be amended from time to time (the "Plan"), under which the Stock Option
Certificate was granted, to exercise the undersigned's Option under the Plan to
purchase _______________________ (______________)/(1)/ shares of the common
stock, no par value ("Common Stock") of the Company (collectively and severally,
the "Option Shares"), for the aggregate purchase price of _____________________
($______________)/(2)/.
/(1)/ Insert number of Option Shares as specified in the Stock Option
Certificate which are vested Option Shares (as defined by the Plan)
which the Recipient is exercising the Recipient's Option to
purchase.
/(2)/ Number of Option Shares to be exercised as specified above
multiplied by the Option Price per share ($_____ per share).
The Recipient hereby remakes, reaffirms and reacknowledges all agreements,
representations, warranties and covenants set forth in the Stock Option
Certificate as of the date of the Recipient's notice, all of which shall survive
the Closing with respect to the shares of Common Stock purchased hereby.
If the Recipient is an Employee as of the date of his, her or its exercise of
the Option, the Recipient acknowledges that the Company shall have the right to
withhold from the compensation of the Recipient such amounts as may be
sufficient to satisfy any federal, state, territorial and/or provincial
withholding tax requirements incident to such exercise pursuant to section 8 of
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the Plan, and the Recipient shall remit to the Company any additional amounts
which may be required.
The Recipient hereby acknowledges that the following legend (or any variation
thereof determined appropriate by the Company) will be placed on the share
certificate or certificates for the Option Shares to comply with applicable
federal, state, territorial and/or provincial securities laws.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN (1) REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION AFFORDED BY SUCH ACT INCLUDING, WITHOUT
LIMITATION, RULE 701 TO SECTION 3(b) OF THE SECURITIES ACT OF 1933, OR (2)
REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE
UNITED STATES OR PROVINCE OF CANADA WHICH MAY BE APPLICABLE, IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION AFFORDED BY SUCH STATE, TERRITORIAL OR
PROVINCIAL SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE
HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW FOR RESALE
OR DISTRIBUTION. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A)
THEY HAVE BEEN REGISTERED
1
UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS WELL AS UNDER THE
SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES OR PROVINCE
OR CANADA AS MAY THEN BE APPLICABLE, OR (B) THE TRANSFER AGENT (OR THE
COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) IS PRESENTED WITH EITHER A
WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY OR A NO-ACTION OR
INTERPRETIVE LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION AND ANY APPLICABLE STATE, TERRITORIAL OR PROVINCIAL SECURITIES
REGULATORY AGENCY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER.
The Recipient hereby acknowledges that the following legend (or any variation
thereof determined appropriate by the Company) will be placed on the share
certificate or certificates for the Option Shares to comply with the Drag-Along
Rights granted to the Company pursuant to section 14 of the Plan.
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
DRAG-ALONG RIGHTS SET FORTH IN FULL IN THAT CERTAIN 1997 PINNACLE OIL
INTERNATIONAL, INC. STOCK PLAN DATED JULY 25, 1997, AS IT MAY BE AMENDED OR
RESTATED FROM TIME TO TIME, A COPY OF WHICH MAY BE INSPECTED BY AUTHORIZED
PERSONS AT THE PRINCIPAL OFFICE OF THE COMPANY, AND ALL THE PROVISIONS OF
WHICH ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE."
(Signature must conform in all respects to name of the Recipient as
specified in the Plan, unless the undersigned is the Recipient's
Successor, in which case the undersigned must submit appropriate proof
of the right of the undersigned to exercise the Option)
Signature:
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Print Name:
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Address:
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Date:
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