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EXHIBIT 4.3
No.
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CERTIFICATE OF CONTINGENT INTEREST
IN COMMON STOCK $0.001 PAR VALUE OF
OPTIMA PETROLEUM CORPORATION
ISSUED PURSUANT TO PLAN AND AGREEMENT OF MERGER
DATED AS OF
FEBRUARY __, 1998,
BY AND AMONG
OPTIMA PETROLEUM CORPORATION,
OPTIMA ENERGY (U.S.) CORPORATION,
GOODSON EXPLORATION COMPANY,
NAB FINANCIAL, L.L.C.,
DEXCO ENERGY, INC. and
AMERICAN EXPLORER, L.L.C.
READ THIS CERTIFICATE CAREFULLY
THIS CERTIFICATE IS NOT
TRANSFERABLE OR ASSIGNABLE EXCEPT AS HEREIN PROVIDED
This is to certify that ______________________ is the registered holder
of _____________ Units of Contingent Interest with respect to shares of Common
Stock, $0.001 par value, of Optima Petroleum Corporation, a Delaware corporation
("Optima Common Stock"), issued pursuant to the provisions of the Plan and
Agreement of Merger dated as of February __, 1998. Each Unit of Contingent
Interest represents the right to receive the number of shares of Optima Common
Stock, if any, that may be distributable upon the terms and subject to the
conditions hereinafter set forth.
OPTIMA PETROLEUM CORPORATION
By:
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Name:
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Title:
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Dated: , 1998
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This Certificate is one of the Contingent Interest Certificates for an aggregate
of 1,667,001 Units of Contingent Interest ("Contingent Stock Issue Rights")
issued pursuant to the Plan and Agreement of Merger (the "Merger Agreement")
dated as of February ___, 1998, among Optima Petroleum Corporation, a Delaware
corporation and previously a corporation constituted under the Canadian Business
Corporation Act ("Optima"), Optima Energy (U.S.) Corporation, a Louisiana
corporation and wholly-owned subsidiary of Optima and previously a Nevada
corporation ("Acquisition Subsidiary"), Goodson Exploration Corporation, a
Louisiana corporation ("Goodson"), NAB Financial, L.L.C., a Louisiana limited
liability company ("NAB"), Dexco Energy, Inc., a Louisiana corporation ("Dexco")
(Goodson, NAP and Dexco collectively referred to herein as the "Target
Corporations") and American Explorer, L.L.C., a Louisiana limited liability
company and whose membership interests are 100% owned by the Target Corporations
(the "Operating Company"), and pursuant to which the Target Corporations were
merged (the "Mergers") with and into Acquisition Subsidiary. The terms and
conditions upon which the registered holder of this Certificate may become
entitled to shares of common stock, $0.001 par value, of Optima ("Optima Common
Stock") are set forth below. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Merger Agreement.
SECTION 1. RIGHTS TO OPTIMA COMMON STOCK
Subject to the terms hereof, and subject to the satisfaction of the
conditions provided herein, each Unit of Contingent Stock Issue Rights shall
entitle the holder thereof to receive, and shall automatically be converted into
that number of shares of Optima Common Stock, if any, determined as follows:
(i) if an Optima Triggering Event (as hereinafter defined)
occurs at any time on or before the third anniversary of the date of
issuance of these Contingent Stock Issue Rights (the "Third
Anniversary"), each Unit of Contingent Stock Issue Right shall entitle
the holder thereof to receive one share of Optima Common Stock on the
date the Optima Triggering Event occurs; and
(ii) if an Optima Triggering Event does not occur on or before
the Third Anniversary, then this Contingent Stock Issue Right shall not
entitle the holder to receive any shares of Optima Common Stock and
these Contingent Stock Issue Rights shall terminate and be of no
further force or effect.
For the purposes of this Section 1:
(i) an Optima Triggering Event shall have occurred if the
Optima Common Stock has a Fair Market Value at or above U.S. $5.00 per
share (as adjusted for stock splits, combinations and other similar
corporate events) for a period of 20 consecutive trading days; and
(ii) the "Fair Market Value" of one share of Optima Common
Stock shall mean, for any trading day, (w) the closing sale price for a
share of Optima Common
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Stock on such trading day on the Nasdaq National Market System, or (x)
if no sale takes place on such day, the average of the closing bid and
asked prices on the Toronto Stock Exchange, or (y) if no such sale
takes place on either of such exchanges on such day, the average of the
closing bid and asked prices of a share of Optima Common Stock on such
trading day as quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or (z) if not quoted on NASDAQ
or such exchanges on such day, the average of the closing bid and asked
prices for a share of Optima Common Stock as quoted on any other
recognized stock exchange on which such shares are then listed.
Upon satisfaction of the conditions specified in Section 1,
the registered holder of this Certificate shall be considered a record
holder of the number of shares of Optima Common Stock specified in this
Section 1. Upon satisfaction of the conditions specified in Section 1,
Optima shall issue to the holder of this Certificate, upon surrender of
this Certificate to Optima or an agent designated by Optima, that
number of shares of Optima Common Stock issuable upon conversion of the
number of Contingent Stock Issue Rights represented by this
Certificate.
SECTION 2. DIVIDENDS
No dividends shall be payable with respect to the Optima Common Stock
represented by this Certificate until a record date has occurred after the
issuance thereof.
SECTION 3. REPLACEMENT OF CERTIFICATES
Upon receipt of evidence satisfactory to Optima or its agent of the
loss, theft, destruction, or mutilation of any Certificate and upon receipt of
indemnity reasonable satisfactory to Optima or its agent, Optima shall deliver a
new Certificate for the number of Contingent Stock Issue Rights represented by
the Certificate so lost, stolen, destroyed, or mutilated.
SECTION 4. HOLDER NOT STOCKHOLDER
This Certificate does not entitle the holder thereof to any voting or
other rights as a stockholder of Optima.
SECTION 5. ADJUSTMENT OF OPTIMA COMMON STOCK
5.1 Stock Dividends, Etc. In case Optima shall (1) pay a dividend in
shares of Optima Common Stock; (2) subdivide outstanding shares of Optima Common
Stock; (3) combine outstanding shares of Optima Common Stock into a smaller
number of shares; or (4) issue by reclassification any shares of Common Stock,
the number of shares of Optima Common Stock issuable upon conversion of the
Contingent Stock Issue Rights represented by this Certificate
shall be proportionately adjusted.
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5.2 Merger, Etc. In case of (1) any consolidation or merger of Optima
or any of its affiliates with or into another corporation or (2) any sale,
transfer, or other disposition of all or substantially all of the property,
assets, or business of Optima or its affiliates, as a result of which property
(cash or otherwise) shall be payable or distributable to the holders of Optima
Common Stock, the Certificate shall thereafter represent the number and class of
shares or other securities or property of Optima, or of the corporation or other
entity resulting from such consolidation or merger or to which such sale,
transfer, or other disposition shall have been made for or into which the Optima
Common Stock underlying this Certificate would have been exchanged or converted
upon such event if outstanding at the time thereof, with appropriate adjustments
to the Triggering Event conditions so as to maintain as nearly as reasonably
practicable the intent of the parties hereunder and which adjustments shall be
determined in good faith by the Optima Board of Directors. The terms of any such
consolidation, merger, sale, transfer, or other disposition shall include
appropriate provisions in accordance with the provisions of this Section 5.2.
The provisions of this Section 5.2 shall similarly apply to successive
consolidations, mergers, sales, transfers, or other dispositions as aforesaid.
5.3 Notice. Whenever an adjustment is made as provided in this Section
5, Optima shall promptly mail to the holder of this Certificate, at the address
appearing below unless changed by written notice by the holder, a statement
setting forth the adjustment and the facts giving rise thereto.
SECTION 6. TRANSFER OF CERTIFICATES
Except for transfers to Robert R. Brooksher, this Certificate is not
transferable or assignable except by the laws of descent and distribution, by
will or by operation of law.
SECTION 7. INITIAL ADDRESS FOR NOTICE
Notice may be given at the following address:
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SECTION 8. GOVERNING LAW
This Certificate shall be governed by and construed in accordance with
the laws of the State of Delaware.
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