[FORM OF SERIES A WARRANT]
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. SUBJECT TO COMPLIANCE
WITH THE REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY THIS WARRANT OR ANY OF THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT.
WARRANT TO PURCHASE COMMON STOCK
OF
OMNI ENERGY SERVICES CORP.
Issue Date: February 12, 2004 Warrant No. ____
THIS CERTIFIES that ____________________________________ or any
subsequent holder hereof (the "Holder"), has the right to purchase from OMNI
ENERGY SERVICES CORP., a Louisiana corporation (the "Company"), up to __________
fully paid and nonassessable shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), subject to adjustment as provided herein,
at a price per share equal to the Exercise Price (as defined below), at any time
beginning on the date (the "Exercise Commencement Date") that is six months and
one day after the date on which this Warrant is issued (the "Issue Date") and
ending at 6:00 p.m., eastern time, on the date that is the first (1st)
anniversary of the Exercise Commencement Date (the "Expiration Date"). This
Warrant is issued pursuant to a Securities Purchase Agreement, dated as of
February 12, 2004 (the "Securities Purchase Agreement"). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Securities Purchase Agreement.
1. Exercise.
(a) Right to Exercise; Exercise Price. The Holder shall have the right
to exercise this Warrant at any time and from time to time during the period
beginning on the Exercise Commencement Date and ending on the Expiration Date as
to all or any part of the shares of Common Stock covered
hereby (the "Warrant Shares"). The "Exercise Price" for each Warrant Share
purchased by the Holder upon the exercise of this Warrant shall be equal to
$7.15, subject to adjustment for the events specified in Section 6 below;
provided, however, in no event shall the Exercise Price be less than $6.15 other
than as a result of adjustments for the events specified in Section 6(a) below.
(b) Exercise Notice. In order to exercise this Warrant, the Holder
shall send by facsimile transmission, at any time prior to 6:00 p.m., eastern
time, on the Business Day on which the Holder wishes to effect such exercise
(the "Exercise Date"), to the Company an executed copy of the notice of exercise
in the form attached hereto as Exhibit A (the "Exercise Notice"), the original
Warrant and, in the case of a Cash Exercise (as defined below), the Exercise
Price. The Exercise Notice shall also state the name or names (with address) in
which the shares of Common Stock that are issuable on such exercise shall be
issued. In the case of a dispute as to the calculation of the Exercise Price or
the number of Warrant Shares issuable hereunder (including, without limitation,
the calculation of any adjustment pursuant to Section 6 below), the Company
shall promptly issue to the Holder the number of Warrant Shares that are not
disputed and shall submit the disputed calculations to a certified public
accounting firm of national recognition (other than the Company's independent
accountants) within two (2) Business Days following the date on which the
Exercise Notice is delivered to the Company. The Company shall cause such
accountant to calculate the Exercise Price and/or the number of Warrant Shares
issuable hereunder and to notify the Company and the Holder of the results in
writing no later than three (3) Business Days following the day on which such
accountant received the disputed calculations (the "Dispute Procedure"). Such
accountant's calculation shall be deemed conclusive absent manifest error. The
fees of any such accountant shall be borne by the party whose calculations were
most at variance with those of such accountant.
(c) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an Exercise
Notice on the Exercise Date specified therein, irrespective of the date of
delivery of such Warrant Shares. Except as specifically provided herein, nothing
in this Warrant shall be construed as conferring upon the Holder hereof any
rights as a stockholder of the Company prior to the Exercise Date.
(d) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise and, if this Warrant is exercised in part, the Company shall, at the
time that it delivers Warrant Shares to the Holder pursuant to such exercise as
provided herein, issue a new warrant, and deliver to the Holder a certificate
representing such new warrant, with terms identical in all respects to this
Warrant (except that such new warrant shall be exercisable into the number of
shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.
2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an
Exercise Notice pursuant to Section 1 above, the Company shall, (A) in the case
of a Cash Exercise no later than the close of business on the later to occur of
(i) the third (3rd) Business Day following the Exercise Date set forth in such
Exercise Notice and (ii) such later date on which the Company shall have
received payment of the Exercise Price, (B) in the case of a Cashless Exercise
(as defined below), no later than the close of business on the third (3rd)
Business Day following the Exercise Date set forth in such Exercise Notice, and
(C) with respect to Warrant Shares that are the subject of a Dispute Procedure,
the close of business on the third (3rd) Business Day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A),
(B) or (C) being referred to as a "Delivery Date"), issue and deliver or caused
to be delivered to the Holder the number of Warrant Shares as shall be
determined as provided herein. The Company shall effect delivery of Warrant
Shares to the Holder by, as long as the Transfer Agent
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participates in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program ("FAST"), crediting the account of the Holder or its nominee at
DTC (as specified in the applicable Exercise Notice) with the number of Warrant
Shares required to be delivered, no later than the close of business on such
Delivery Date. In the event that the Transfer Agent is not a participant in
FAST, or if the Warrant Shares are not otherwise eligible for delivery through
FAST, or if the Holder so specifies in an Exercise Notice or otherwise in
writing on or before the Exercise Date, the Company shall effect delivery of
Warrant Shares by delivering to the Holder or its nominee physical certificates
representing such Warrant Shares, no later than the close of business on such
Delivery Date.
3. Failure to Deliver Warrant Shares.
(a) In the event that the Company fails for any reason to deliver to
the Holder the number of Warrant Shares specified in the applicable Exercise
Notice on or before the Delivery Date therefor (an "Exercise Default"), and such
default continues for seven (7) Business Days following delivery of a written
notice of such default by the Holder to the Company, the Company shall pay to
the Holder payments ("Exercise Default Payments") in the amount of (i) (N/365)
multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are
the subject of such Exercise Default multiplied by (iii) the lower of ten
percent (10%) and the maximum rate permitted by applicable law (the "Default
Interest Rate"), where "N" equals the number of days elapsed between the
original Delivery Date of such Warrant Shares and the date on which all of such
Warrant Shares are issued and delivered to the Holder. Cash amounts payable
hereunder shall be paid on or before the fifth (5th) Business Day of the
calendar month following the calendar month in which such amount has accrued.
(b) In the event that the Holder has not received certificates
representing the Warrant Shares by the seventh (7th) Business Day following an
Exercise Default, the Holder may notify the Company in writing of its election
to revoke the Exercise Notice that is the subject of such default, in which
case, effective as of the date of such revocation notice, such Exercise Notice
shall be deemed rescinded and of no further force or effect.
(c) Nothing herein shall limit the Holder's right to pursue actual
damages for the Company's failure to issue and deliver Warrant Shares on the
applicable Delivery Date (including, without limitation, damages relating to any
purchase of Common Stock by the Holder to make delivery on a sale effected in
anticipation of receiving Warrant Shares upon exercise, such damages to be in an
amount equal to (A) the aggregate amount paid by the Holder for the Common Stock
so purchased minus (B) the aggregate amount of net proceeds, if any, received by
the Holder from the sale of the Warrant Shares issued by the Company pursuant to
such exercise), and the Holder shall have the right to pursue all remedies
available to it at law or in equity (including, without limitation, a decree of
specific performance and/or injunctive relief); provided, however, that, in the
event, following an Exercise Default, the Company delivers to the Holder the
Warrant Shares that are required to be issued by the Company pursuant to such
exercise, the Holder shall use commercially reasonable efforts to sell such
shares promptly following such delivery.
4. Exercise Limitations. In no event shall the Holder be permitted to
exercise this Warrant, or part thereof, if, upon such exercise, the number of
shares of Common Stock beneficially owned by the Holder (other than shares which
would otherwise be deemed beneficially owned except for being subject to a
limitation on conversion or exercise analogous to the limitation contained in
this Section 4), would exceed 4.99% of the number of shares of Common Stock then
issued and outstanding. As used herein, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder. To the extent that the limitation contained
in this Section 4 applies, the submission of an Exercise Notice by the Holder
shall be deemed to be the Holder's representation that this Warrant is
exercisable pursuant to the terms hereof and the Company shall be
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entitled to rely on such representation without making any further inquiry as to
whether this Section 4 applies. Nothing contained herein shall be deemed to
restrict the right of a Holder to exercise this Warrant, or part thereof, at
such time as such exercise will not violate the provisions of this Section 4.
This Section 4 may not be amended unless such amendment is approved by the
holders of a majority of the Common Stock then outstanding; provided, however,
that this Section 4 shall not apply, effective upon written notice from the
Holder to the Company, at any time after the public announcement of a Major
Transaction (as defined below) or a Change of Control Transaction (as defined in
the Debenture).
5. Payment of the Exercise Price; Cashless Exercise. Subject to
paragraph 5(b) below, the Holder may pay the Exercise Price in either of the
following forms or, at the election of Holder, a combination thereof:
(a) through a cash exercise (a "Cash Exercise") by delivering
immediately available funds, or
(b) if an effective Registration Statement is not available for the
resale of all of the Warrant Shares issuable hereunder at the time an Exercise
Notice is delivered to the Company, through a cashless exercise (a "Cashless
Exercise"). The Holder may effect a Cashless Exercise by surrendering this
Warrant to the Company and noting on the Exercise Notice that the Holder wishes
to effect a Cashless Exercise, upon which the Company shall issue to the Holder
the number of Warrant Shares determined as follows:
X = Y x (A-B)/A
where: X = the number of Warrant Shares to be issued to the
Holder;
Y = the number of Warrant Shares with respect to
which this Warrant is being exercised;
A = the Market Price as of the Exercise Date; and
B = the Exercise Price.
For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares required
by Rule 144 shall be deemed to have been commenced, on the Issue Date.
6. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price or the number of Warrant Shares as required
herein results in a fraction of a cent or fraction of a share, as applicable,
such Exercise Price or number of Warrant Shares shall be rounded up or down to
the nearest cent or share, as applicable.
(a) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced. Any adjustment made pursuant
to the foregoing sentence that results in a decrease in the Exercise Price shall
also effect a proportional increase in the number of Warrant Shares into which
this Warrant is exercisable. If the Company, at any time after the initial
issuance of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise)
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its shares of Common Stock into a smaller number of shares, then, after the date
of record for effecting such combination, the Exercise Price in effect
immediately prior to such combination will be proportionally increased. Any
adjustment made pursuant to the foregoing sentence that results in an increase
in the Exercise Price shall also effect a proportional decrease in the number of
Warrant Shares into which this Warrant is exercisable.
(b) Distributions. If the Company shall declare or make any
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock as a partial liquidating dividend or otherwise (including any
dividend or distribution to the Company's stockholders in cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a "Distribution"),
the Company shall deliver written notice of such Distribution (a "Distribution
Notice") to the Holder at least five (5) Business Days prior to the earlier to
occur of (i) the record date for determining stockholders entitled to such
Distribution (the "Record Date") and (ii) the date on which such Distribution is
made (the "Distribution Date"). The Holder shall be entitled to receive the same
amount and type of assets being distributed in such Distribution as though the
Holder were a holder on the Record Date therefor of a number of shares of Common
Stock into which this Warrant is exercisable as of such Record Date (such number
of shares to be determined at the Exercise Price then in effect and without
giving effect to any limitations on such exercise contained in this Warrant or
the Securities Purchase Agreement).
(c) Dilutive Issuances.
(i) Adjustment Upon Dilutive Issuance. If, at any time after
the Issue Date, the Company issues or sells, or in accordance with subparagraph
(ii) of this Section 6(c), is deemed to have issued or sold, any shares of
Common Stock for no consideration or for a consideration per share less than the
Exercise Price on the date of such issuance or sale (or deemed issuance or sale)
(a "Dilutive Issuance"), then effective immediately upon the Dilutive Issuance,
the Exercise Price shall be adjusted so as to equal an amount determined by
multiplying such Exercise Price by the following fraction:
N0 + N1
-------
N0 + N2
where:
N0 = the number of shares of Common Stock
outstanding immediately prior to the
issuance, sale or deemed issuance or sale of
such additional shares of Common Stock in
such Dilutive Issuance (without taking into
account any shares of Common Stock issuable
upon conversion, exchange or exercise of any
securities or other instruments which are
convertible into or exercisable or
exchangeable for Common Stock ("Convertible
Securities") or options, warrants or other
rights to purchase or subscribe for Common
Stock or Convertible Securities ("Purchase
Rights");
N1 = the number of shares of Common Stock which
the aggregate consideration, if any,
received or receivable by the Company for
the total number of such additional shares
of Common Stock so issued, sold or deemed
issued or sold in such Dilutive Issuance
(which, in the case of a deemed issuance or
sale, shall be calculated in accordance with
subparagraph (ii) below) would purchase at
the Exercise Price in effect immediately
prior to such Dilutive Issuance; and
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N2 = the number of such additional shares of
Common Stock so issued, sold or deemed
issued or sold in such Dilutive Issuance.
Notwithstanding the foregoing, no adjustment shall be
made pursuant hereto if such adjustment would result in an increase in
the Exercise Price.
(ii) Effect On Exercise Price Of Certain Events. For purposes
of determining the adjusted Exercise Price under subparagraph (i) of this
Section 6(c), the following will be applicable:
(A) Issuance Of Purchase Rights. If the Company
issues or sells any Purchase Rights, whether or not immediately
exercisable, and the price per share for which Common Stock is issuable
upon the exercise of such Purchase Rights (and the price of any
conversion of Convertible Securities, if applicable) is less than the
Exercise Price in effect on the date of issuance or sale of such
Purchase Rights, then the maximum total number of shares of Common
Stock issuable upon the exercise of all such Purchase Rights (assuming
full conversion, exercise or exchange of Convertible Securities, if
applicable) shall, as of the date of the issuance or sale of such
Purchase Rights, be deemed to have been issued and sold by the Company
for such price per share. For purposes of the preceding sentence, the
"price per share for which Common Stock is issuable upon the exercise
of such Purchase Rights" shall be determined by dividing (x) the total
amount, if any, received or receivable by the Company as consideration
for the issuance or sale of all such Purchase Rights, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Company upon the exercise of all such Purchase Rights, plus, in the
case of Convertible Securities issuable upon the exercise of such
Purchase Rights, the minimum aggregate amount of additional
consideration payable upon the conversion, exercise or exchange of all
such Convertible Securities (determined in accordance with the
calculation method set forth in subparagraph (ii)(B) below), by (y) the
maximum total number of shares of Common Stock issuable upon the
exercise of all such Purchase Rights (assuming full conversion,
exercise or exchange of Convertible Securities, if applicable). Except
as provided in Section 6(c)(ii)(C) hereof, no further adjustment to the
Exercise Price shall be made upon the actual issuance of such Common
Stock upon the exercise of such Purchase Rights or upon the conversion,
exercise or exchange of Convertible Securities issuable upon exercise
of such Purchase Rights.
(B) Issuance Of Convertible Securities. If the
Company issues or sells any Convertible Securities, whether or not
immediately convertible, exercisable or exchangeable, and the price per
share for which Common Stock is issuable upon such conversion, exercise
or exchange is less than the Exercise Price in effect on the date of
issuance or sale of such Convertible Securities, then the maximum total
number of shares of Common Stock issuable upon the conversion, exercise
or exchange of all such Convertible Securities shall, as of the date of
the issuance or sale of such Convertible Securities, be deemed to have
been issued and sold by the Company for such price per share. For the
purposes of the immediately preceding sentence, the "price per share
for which Common Stock is issuable upon such conversion, exercise or
exchange" shall be determined by dividing (A) the total amount, if any,
received or receivable by the Company as consideration for the issuance
or sale of all such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company upon
the conversion, exercise or exchange of all such Convertible Securities
(determined in accordance with the calculation method set forth in this
subparagraph (ii)(B)), by (B) the maximum total number of shares of
Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities. Except as provided in Section 6(c)(ii)(C)
hereof, no further adjustment to the Exercise Price shall be made upon
the actual issuance of such Common Stock upon conversion, exercise or
exchange of such Convertible Securities.
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(C) Change In Option Price Or Conversion Rate. If
there is a change at any time in (x) the purchase price or amount of
additional consideration payable to the Company upon the exercise of
any Purchase Rights; (y) the amount of additional consideration, if
any, payable to the Company upon the conversion, exercise or exchange
of any Convertible Securities the adjustment for which is not otherwise
covered under Section 6(c)(ii)(B) above; or (z) the rate at which any
Convertible Securities are convertible into or exercisable or
exchangeable for Common Stock, then in any such case, the Exercise
Price in effect at the time of such change shall be readjusted to the
Exercise Price which would have been in effect at such time had such
Purchase Rights or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or changed
conversion, exercise or exchange rate, as the case may be, at the time
initially issued or sold.
(D) Calculation Of Consideration Received. If any
Common Stock, Purchase Rights or Convertible Securities are issued or
sold for cash, the consideration received therefor will be the amount
received by the Company therefor, after deduction of all underwriting
discounts or allowances in connection with such issuance, grant or
sale. In case any Common Stock, Purchase Rights or Convertible
Securities are issued or sold for a consideration part or all of which
shall be other than cash, including in the case of a strategic or
similar arrangement in which the other entity will provide services to
the Company, purchase services from the Company or otherwise provide
intangible consideration to the Company, the amount of the
consideration other than cash received by the Company (including the
net present value of the consideration expected by the Company for the
provided or purchased services) shall be the fair market value of such
consideration, except where such consideration consists of securities,
in which case the amount of consideration received by the Company will
be the average of the last sale prices thereof on the principal market
for such securities during the period of ten Trading Days immediately
preceding the date of receipt. In case any Common Stock, Purchase
Rights or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving
corporation, the amount of consideration therefor will be deemed to be
the fair market value of such portion of the net assets and business of
the non-surviving corporation as is attributable to such Common Stock,
Purchase Rights or Convertible Securities, as the case may be. The
independent members of the Company's Board of Directors shall calculate
reasonably and in good faith, using standard commercial valuation
methods appropriate for valuing such assets, the fair market value of
any consideration other than cash or securities; provided, however,
that if the Holder does not agree to such fair market value calculation
within three Business Days after receipt thereof from the Company, then
such fair market value shall be determined in good faith by an
investment banker or other appropriate expert of national reputation
selected by the Holder and reasonably acceptable to the Company, with
the costs of such appraisal to be borne by the Company.
(iii) Exceptions To Adjustment Of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made
pursuant to this Section 6(c) upon the issuance of any Excluded Securities. For
purposes hereof, "Excluded Securities" means (1) securities purchased under the
Securities Purchase Agreement; (2) securities issued upon conversion or exercise
of the Debentures or the Warrants; (3) shares of Common Stock issuable or issued
to employees, consultants or directors from time to time upon the exercise of
options, in such case granted or to be granted in the discretion of the Board of
Directors pursuant to one or more stock option plans or restricted stock plans
in effect as of the Issue Date; (4) shares of Common Stock issued in connection
with any stock split, stock dividend or recapitalization of the Company; (5)
shares of Common Stock or Purchase Rights issued in connection with the
acquisition by the Company of any corporation or other entity as long as a
fairness opinion with respect to such acquisition is rendered by an investment
bank of national recognition; (6) securities issued upon conversion of
outstanding shares of Series B 8% Convertible Preferred Stock, provided that the
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terms of such preferred stock have not been amended since the Closing Date; (7)
361,800 shares (200,000 shares to James C. Eckert and 161,800 shares to G. Darcy
Klug) and 100,000 options (40,000 options to James C. Eckert and 60,000 options
to G. Darcy Klug); and (8) 1,226,391 shares issuable upon exercise of certain
warrants and "investor options" described on Schedule 3.5 to the Securities
Purchase Agreement.
(iv) Notice Of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this Section 6(c)
resulting in a change in the Exercise Price by more than one percent (1%), or
any change in the number or type of stock, securities and/or other property
issuable upon exercise of this Warrant, the Company, at its expense, shall
promptly compute such adjustment or readjustment or change and prepare and
furnish to the Holder a certificate setting forth such adjustment or
readjustment or change and showing in detail the facts upon which such
adjustment or readjustment or change is based. The Company shall, upon the
written request at any time of the Holder, furnish to the Holder a like
certificate setting forth (i) such adjustment or readjustment or change, (ii)
the Exercise Price at the time in effect and (iii) the number of shares of
Common Stock and the amount, if any, of other securities or property which at
the time would be received upon exercise of this Warrant.
(d) Major Transactions. In the event of a merger, consolidation,
business combination, tender offer, exchange of shares, recapitalization,
reorganization, redemption or other similar event, as a result of which shares
of Common Stock of the Company shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
or other assets of the Company or another entity or the Company shall sell all
or substantially all of its assets (each of the foregoing being a "Major
Transaction"), the Company will give the Holder at least twenty (20) days
written notice prior to the closing of such Major Transaction in a manner that
does not constitute disclosure of material non-public information (unless
otherwise previously consented to in writing by the Investor), and: (i) the
Holder shall be permitted to exercise this Warrant in whole or in part at any
time prior to the record date for the receipt of such consideration and shall be
entitled to receive, for each share of Common Stock issuable to Holder for such
exercise, the same per share consideration payable to the other holders of
Common Stock in connection with such Major Transaction, and (ii) if and to the
extent that the Holder retains any portion of this Warrant following such record
date, the Company will cause the surviving or, in the event of a sale of assets,
purchasing entity, as a condition precedent to such Major Transaction, to assume
the obligations of the Company under this Warrant, with such adjustments to the
Exercise Price and the securities covered hereby as may be necessary in order to
preserve the economic benefits of this Warrant to the Holder.
(e) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 6,
the Holder of this Warrant shall, upon exercise of this Warrant, become entitled
to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 6.
7. Fractional Interests.
No fractional shares or scrip representing fractional shares
shall be issuable upon the exercise of this Warrant, but on exercise of this
Warrant, the Holder hereof may purchase only a whole number of shares of Common
Stock. If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share,
pay to the Holder an amount in cash equal to the product resulting from
multiplying such fraction by the Market Price as of the Exercise Date.
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8. Transfer of this Warrant.
The Holder may sell, transfer, assign, pledge or otherwise
dispose of this Warrant, in whole or in part, as long as such sale or other
disposition is made pursuant to an effective registration statement or an
exemption from the registration requirements of the Securities Act. Upon such
transfer or other disposition (other than a pledge or hypothecation of this
Warrant), the Holder shall deliver this Warrant to the Company together with a
written notice to the Company, substantially in the form of the Transfer Notice
attached hereto as Exhibit B (the "Transfer Notice"), indicating the person or
persons to whom this Warrant shall be transferred and, if less than all of this
Warrant is transferred, the number of Warrant Shares to be covered by the part
of this Warrant to be transferred to each such person. Within three (3) Business
Days of receiving a Transfer Notice and the original of this Warrant, the
Company shall deliver to the each transferee designated by the Holder a Warrant
or Warrants of like tenor and terms for the appropriate number of Warrant Shares
and, if less than all this Warrant is transferred, shall deliver to the Holder a
Warrant for the remaining number of Warrant Shares.
9. Benefits of this Warrant.
This Warrant shall be for the sole and exclusive benefit of
the Holder of this Warrant and nothing in this Warrant shall be construed to
confer upon any person other than the Holder of this Warrant any legal or
equitable right, remedy or claim hereunder.
10. Loss, theft, destruction or mutilation of Warrant.
Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a
new Warrant of like tenor and date.
11. Notice or Demands.
Any notice, demand or request required or permitted to be
given by the Company or the Holder pursuant to the terms of this Warrant shall
be in writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely
delivery to an overnight courier and (iii) on the Business Day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:
If to the Company:
OMNI Energy Services Corp.
4500 NE Evangeline Thruway
Carencro, LA 70520
Attn: James C. Eckert
Tel: (337) 896-6664
Fax: (337) 896-6655
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with a copy to:
Locke Liddell & Sapp LLP
600 Travis, Suite 3200
Houston, TX 77002
Attention: David F. Taylor
Tel: (713) 226-1496
Fax: (713) 223-3717
and if to the Holder, to such address as shall be designated by the Holder in
writing to the Company.
12. Applicable Law.
This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within the State of
New York.
13. Amendments.
No amendment, modification or other change to, or waiver of
any provision of, this Warrant may be made unless (i) such amendment,
modification or change is set forth in writing and is signed by the Company and
the Holder and (ii) the Company obtains the consent of the holders of at least
two-thirds (2/3) of the number of shares into which the Warrants are exercisable
(without regard to any limitation contained herein on such exercise), it being
understood that upon the satisfaction of the conditions described in (i) and
(ii) above, each Warrant (including any Warrant held by the Holder who did not
execute the agreement specified in (ii) above) shall be deemed to incorporate
any amendment, modification, change or waiver effected thereby as of the
effective date thereof.
14. Entire Agreement.
This Warrant, the Securities Purchase Agreement, the
Debentures, the Registration Rights Agreement, and the other
Transaction Documents constitute the entire agreement among
the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to
herein and therein. This Warrant, the Securities Purchase
Agreement, the Debentures, the Registration Rights Agreement,
and the other Transaction Documents supersede all prior
agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.
15. Headings.
The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the
meaning hereof.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.
OMNI ENERGY SERVICES CORP.
By:
-----------------------
Darcy Klug
Chief Financial Officer
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EXHIBIT A to WARRANT
EXERCISE NOTICE
The undersigned Holder hereby irrevocably exercises the right to
purchase ________ of the shares of Common Stock ("Warrant Shares") of OMNI
Energy Services Corp. evidenced by the attached Warrant (the "Warrant").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.
1. Form of Exercise Price. The Holder intends that payment of the
Exercise Price shall be made as:
______ a Cash Exercise with respect to _________________
Warrant Shares; and/or
______ a Cashless Exercise with respect to _________________
Warrant Shares, as permitted by Section 5(b) of the attached Warrant.
2. Payment of Exercise Price. In the event that the Holder has elected
a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $________________ to the
Company in accordance with the terms of the Warrant.
Date:
-----------------------------
- -----------------------------------
Name of Registered Holder
By:
-----------------------------
Name:
Title:
12
EXHIBIT B to WARRANT
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase ___________ shares of the Common Stock of OMNI Energy Services Corp.
evidenced by the attached Warrant.
Date:
-----------------------------
- -----------------------------------
Name of Registered Holder
By:
-----------------------------
Name:
Title:
Transferee Name and Address:
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
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SCHEDULE OF WARRANT HOLDERS
<Table>
<Caption>
HOLDER AMOUNT OF SHARES
- ------ ----------------
Portside Growth and Opportunity Fund 175,000
Provident Premier Master Fund Ltd. 175,000
Manchester Securities Corp. 350,000
</Table>
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