Attached files
file | filename |
---|---|
10-Q - FORM 10-Q - IVANHOE ENERGY INC | c16291e10vq.htm |
EX-32.2 - EXHIBIT 32.2 - IVANHOE ENERGY INC | c16291exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - IVANHOE ENERGY INC | c16291exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - IVANHOE ENERGY INC | c16291exv31w1.htm |
EX-10.2 - EXHIBIT 10.2 - IVANHOE ENERGY INC | c16291exv10w2.htm |
EX-31.2 - EXHIBIT 31.2 - IVANHOE ENERGY INC | c16291exv31w2.htm |
Exhibit 10.1
WARRANT INDENTURE AMENDMENT AGREEMENT
This Agreement is made as of January 26, 2011.
BETWEEN:
IVANHOE ENERGY INC., a corporation incorporated under the laws of the Yukon
Territory
(the Company)
AND
CIBC MELLON TRUST COMPANY, a trust company incorporated under the laws of Canada and
having an office in the City of Vancouver
(the Warrant Agent)
AND
MACQUARIE CAPITAL MARKETS CANADA LTD., a company incorporated under the laws of
Ontario
WHEREAS:
A. | the Company and the Warrant Agent entered into a Warrant Indenture (the Warrant Indenture)
dated as of January 26, 2010 in respect of warrants exercisable into common shares (Common
Shares) in the capital of the Company (the Warrants); |
B. | the parties have agreed to amend the Warrant Indenture in accordance with the terms set forth
below. |
NOW THEREFORE, in consideration of the premises and in further consideration of the mutual
covenants herein set forth, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. | Subsection 1.1(r) of the Warrant Indenture is amended by deleting January 26, 2011,
representing the first anniversary of the closing date of the issue of special warrants and
replacing it with: |
February 25, 2011
2. | Schedule A to the Warrant Indenture is deleted in its entirety and replaced with Schedule A
to this Agreement. |
3 | Following the execution of this agreement, the Company and the Warrant Agent will issue and
deliver to each Warrantholder a replacement Warrant certificate in substantially the same form
as the Warrant certificate attached as Schedule A hereto representing the
number of Warrants held by each Warrantholder, against delivery or transfer for cancellation
by the Warrantholder of its original Warrant certificate. |
4 | The amendments to the Warrant Indenture contemplated hereunder will not apply to the 90,000
Warrants issued to David A. Dyck. |
5. | This Agreement will be governed by and construed in accordance with the laws of British
Columbia and the federal laws of Canada applicable thereto. |
6. | This Agreement may be executed in one or more counterparts, each of which so executed shall
be deemed to be an original and such counterparts together shall constitute one and the same
instrument. |
7. | This Agreement shall benefit and bind the parties to it in respect to its successors and
assigns. |
IN WITNESS WHEREOF the parties have executed this Agreement as of the 13th day of
January, 2011 to have effect as of the date first written above.
IVANHOE ENERGY INC. | ||||
Per: | /s/ Beverly A. Bartlett | |||
CIBC MELLON TRUST COMPANY | ||||
Per: | /s/ Tricia Murphy | |||
Per: | /s/ Kathy Straw | |||
MACQUARIE CAPITAL MARKETS CANADA LTD. | ||||
Per: | /s/ Robert F.G. Colcleugh | |||
Per: | /s/ L. Trevor Anderson | |||
- 2 -
SCHEDULE A
IVANHOE ENERGY INC. WARRANT CERTIFICATE
IVANHOE ENERGY INC. WARRANT CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITARY
SERVICES INC. (CDS) TO IVANHOE ENERGY INC. (THE ISSUER) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE
NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS
(AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR
ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.
EXERCISABLE ONLY BEFORE 5:00 P.M. (VANCOUVER TIME) ON OR BEFORE FEBRUARY 25, 2011 (THE EXPIRY
DATE), AFTER WHICH TIME THIS WARRANT WILL BE NULL AND VOID.
THE FOLLOWING LEGEND FOR U.S. PURCHASERS ONLY
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE U.S. SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT
AND IN COMPLIANCE WITH CANADIAN LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES, PURSUANT TO THE
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D)
INSIDE OR OUTSIDE THE UNITED STATES, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LEGISLATION AFTER PROVIDING A LEGAL OPINION
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM OR OTHERWISE NOT SUBJECT TO
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE SECURITIES LAWS.
WARRANTS
IVANHOE ENERGY INC.
(Incorporated under the laws of the Yukon Territory)
(Incorporated under the laws of the Yukon Territory)
WARRANT CERTIFICATE NO. | Warrants |
THIS IS TO CERTIFY that, for value received, , the registered holder hereof (the holder) is
entitled, for every one (1) Warrant held, to purchase at any time before the Expiry Time, being
5:00 p.m. (Vancouver time) on the Expiry Date one (1) fully paid and non-assessable common share
(Common Share) in the capital of Ivanhoe Energy Inc. (the Company) as constituted on the date
hereof, or such other securities as are stipulated by the provisions for adjustment contained in
the Warrant Indenture hereinafter described, by delivery to CIBC Mellon Trust Company (the Warrant
Agent) at its principal office in the City of Vancouver or City of Toronto of this Warrant
Certificate, with the Exercise Form attached hereto duly completed and executed, and a bank draft,
certified cheque, money order or wire transfer in lawful money of Canada, payable to or to the
order of the Warrant Agent, in trust for the Company, at par in the city where this Warrant
Certificate is so delivered, in an amount equal to the product of the Exercise Consideration
multiplied by the number of Common Shares being purchased upon exercise of the Warrants.
For the purposes of this Warrant Certificate, Exercise Consideration means, in respect of every
one (1) Warrant exercised, the sum of Cdn.$3.16, subject to adjustment pursuant to Article 4 of the
Warrant Indenture.
The Warrants represented by this certificate are issued under and pursuant to a Warrant Indenture
(the Indenture) made as of January 26, 2010 and amended as of January , 2011 among the
Company, the Agent and the Warrant Agent (which expression shall include any successor warrant
agent appointed under the Indenture), to which Indenture (and any amendments thereto and
instruments supplemental thereto) reference is hereby made for a full description of the rights of
the holders of the Warrants and the terms and conditions upon which such Warrants are or are to be,
issued and held, all to the same effect as if the provisions of the Indenture and all amendments
thereto and instruments supplemental thereto were herein set forth and to all of which provisions
the holder of these Warrants by acceptance hereof assents. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Indenture.
In the event of any conflict or inconsistency between the provisions of the Indenture (and any
amendments thereto and instruments supplemental thereto) and the provisions of this Warrant
Certificate, except those that are necessary by context, the provisions of the Indenture (and any
amendments thereto and instruments supplemental thereto) shall prevail. The terms and provisions
of the Indenture (and any amendments thereto and instruments supplemental thereto) are incorporated
herein by reference.
This Warrant Certificate shall be validly surrendered only upon delivery thereof or by mailing the
same, with payment as provided above, to the Warrant Agent at its principal office in the City of
Vancouver (at the address hereinafter indicated). The Exercise Form attached hereto shall be
deemed not to be duly completed if not fully completed in the manner indicated or if the name and
mailing address of the holder do not appear legibly on such Exercise Form or such Exercise Form is
not signed by the holder.
- 2 -
Not later than the fifth (5th) Business Day after the surrender to the Warrant Agent of
this Warrant Certificate for the purposes of exercising Warrants represented hereby with the
attached Exercise Form duly completed and payment as provided above, (i) the Warrant Agent will
cause to be mailed to the holder, or to such person as the holder may otherwise specify in the
Exercise Form or by written notice given to the Warrant Agent prior to such mailing, at the address
of the holder or, if so specified, of such person, or, if specified in the Exercise Form or by
written notice given to the Warrant Agent prior to such mailing, cause to be delivered to such
holder or person at the place where this Warrant Certificate was surrendered certificates
representing the number of Common Shares issuable upon the exercise of such Warrants registered in
the name of the holder or, if so specified, such person, or (ii) in the case of the exercise of
Warrants issued pursuant to Global Warrant Certificate(s), the Company shall cause the Depository
to enter and issue, as the case may be, to the person or persons in whose name or names such Common
Shares have been issued, a Book-Entry Only System customer confirmation. In the event of
non-receipt of any such certificate referred to in (i) above by the person to whom it is so sent as
aforesaid, or the loss or destruction thereof, the Company shall issue and the Warrant Agent shall
countersign and deliver to such person a replacement certificate of like date and tenor in place of
the one lost or destroyed upon being furnished with such evidence of ownership and of such
non-receipt, loss or destruction and with such indemnity and surety bond or security as the Warrant
Agent may reasonably require. The holder shall bear the cost of the issue of such replacement
certificate. If less than all the Warrants evidenced by this Warrant Certificate are exercised,
the holder will be entitled to receive without charge a new Warrant Certificate representing the
balance of such Warrants.
Upon a valid exercise of Warrants as provided herein, the person or persons in whose name or names
the Common Shares are issuable, shall be deemed for all purposes (except as provided in the
Indenture) to be the holder or holders of record of such Common Shares and the Company covenants
that it will (subject to and in accordance with the provisions of the Indenture) cause certificates
representing such Common Shares to be delivered or mailed to such person or persons at the address
or addresses specified in such Exercise Form.
To the extent that the Warrants represented by this Warrant Certificate confer the right to
subscribe for a fraction of a Common Share, such right may be exercised in respect of such fraction
only in combination with an additional Warrant or Warrants which in the aggregate entitle the
holder to acquire a whole number of Common Shares. No fractional Common Shares will be issued. If
a holder is not able to, or elects not to, combine Warrants so as to be entitled to acquire a whole
number of Common Shares, the Company shall make an appropriate cash adjustment. In respect of any
holder, the Company shall only be required to make such a cash adjustment once and for one (1)
fractional Common Share and no more. The amount of the cash adjustment shall be equal to the
fraction of a Common Share to which the holder would be entitled multiplied by the Current Market
Price. The Company will not, under any circumstances, be obligated to issue a cheque to a
Warrantholder of less than Cdn.$10.00.
The Indenture provides for adjustments to the subscription rights attaching to the Warrants
represented by this Warrant Certificate in certain events and also provides for the giving of
notice by the Company prior to taking certain actions necessitating such adjustments.
The holding of the Warrants evidenced by this Warrant Certificate shall not constitute the holder
hereof a shareholder of the Company or entitle such holder to any right or interest in respect
thereof except as herein and in the Indenture expressly provided.
- 3 -
The Warrants evidenced by this Warrant Certificate are transferable only in accordance with the
terms and conditions set forth in Section 2.7 of the Indenture which makes reference to the fact
that a person who furnishes evidence (unless the Company has instructed the Warrant Agent in
writing to waive such requirement) to the reasonable satisfaction of the Warrant Agent that he is:
(a) | the executor, administrator, heir or legal representative of the heirs of the
estate of a Warrantholder, |
||
(b) | a guardian, committee, trustee, curator or tutor representing a Warrantholder
who is an infant, an incompetent person or a missing person, |
||
(c) | a liquidator of, or a trustee in bankruptcy for, a Warrantholder, or |
||
(d) | a transferee of a Warrantholder who provides the Warrant Agent with evidence
satisfactory to the Warrant Agent and the Company, acting reasonably, including but not
limited to a properly completed and executed declaration attached as Exhibit A to the
transfer form attached to this Warrant Certificate, that such transferee is/was either:
(i) not in the United States at the time the buy order for the Warrants was executed,
not acquiring the Warrants for the account or benefit of a U.S. Person or a person in
the United States and was not offered the Warrants in the United States, or (ii) a
person that has purchased or acquired Warrants in a transaction that was exempt from
registration under the U.S. Securities Act and has provided the Company with
satisfactory evidence of the availability of such exemption (which shall include an
opinion of counsel reasonably acceptable to the Company) and was exempt from
registration under any applicable securities laws of any state of the United States and
that the securities laws of any other applicable jurisdiction(s) have been complied
with in relation to the transfer of the Warrants involved. |
Warrants may only be transferred on compliance with the conditions of the Indenture on the register
to be kept by and at the principal office of the Warrant Agent in the City of Vancouver upon
surrender of this Warrant Certificate to the Warrant Agent accompanied by a written instrument of
transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon
compliance with such reasonable requirements relating to the payment of costs of the transfer by
the holder as the Warrant Agent may prescribe and all applicable securities legislation and
requirements of regulatory authorities.
If any of the Common Shares issuable upon the exercise of Warrants are to be issued to a person or
persons other than the holder (as aforesaid), the holder shall pay to the Warrant Agent all
requisite stamp transfer taxes or other governmental charges exigible in connection with the issue
of such Common Shares to such other person or persons or shall establish to the satisfaction of the
Warrant Agent that such taxes and charges have been paid.
On presentation at the principal office of the Warrant Agent in Vancouver, subject to the
provisions of the Indenture and on compliance with the reasonable requirements of the Warrant
Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates of
different denomination evidencing in total the same number of Warrants as the certificate or
certificates being exchanged.
- 4 -
The Indenture contains provisions making resolutions passed at properly held meetings of
Warrantholders and instruments in writing signed by Warrantholders holding a specified majority of
the outstanding Warrants binding on all such holders.
This Warrant Certificate shall not be valid for any purpose whatever unless and until it has been
countersigned by or on behalf of the Warrant Agent.
Time shall be of the essence hereof. The Warrants and the Indenture (and any amendments thereto
and instruments supplemental thereto) shall be governed by, performed, construed and enforced in
accordance with the laws of the Province of British Columbia and the laws of Canada applicable
therein and shall be treated in all respects as British Columbia contracts.
Unless the Company has instructed the Warrant Agent in writing to waive any or all of the following
requirements, the Warrants may not be exercised by or for the account or benefit of a U.S. Person
or a person in the United States unless the holder certifies in writing to the Company and the
Warrant Agent that the holder: (i) purchased the Special Warrants directly from the Company
pursuant to a written subscription agreement for the purchase of Special Warrants; (ii) is
exercising the Warrants solely for its own account and not on behalf of any other Person; and (iii)
was an Accredited Investor, as that term is defined in Regulation D under the Securities Act,
both on the date the Warrants were issued by the Company and on the date of exercise of the
Warrants; or (iii) a registered transferee of such Warrants who has complied with Subsection 2.7(d)
hereof, provided that the Company may, in its sole discretion, accept, in substitution of the
foregoing, evidence satisfactory to the Company, acting reasonably, to the effect that the Common
Shares have been registered under the U.S. Securities Act and applicable state securities laws or
that the Common Shares may be issued upon exercise of the Warrants without registration under the
U.S. Securities Act and any applicable state securities laws.
This Warrant may not be exercised in the United States or by or for the account or benefit of a
U.S. Person or person in the United States other than by: (i) an original Warrantholder, or (ii) by
a registered transferee of Warrants that acquired the Warrants in a transaction registered or
exempt from registration under the U.S. Securities Act and applicable state securities laws and in
compliance with the Indenture.
If, as and when deemed necessary by the Company pursuant to Applicable Securities Laws, the Company
and the Warrant Agent may attach such legends to each certificate representing Common Shares
issuable upon the exercise of Warrants as are required in order to comply with such securities
laws.
After the exercise of any of the Warrants represented by this Warrant Certificate, the holder will
no longer have any rights under either the Indenture or this Warrant Certificate with respect to
such Warrants, other than the right to receive certificates representing the Common Shares issuable
upon the exercise or deemed exercise of the Warrants represented by this Warrant Certificate, and
such Warrants shall be void and of no further value or effect.
IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly
authorized officer as of , 2011.
- 5 -
IVANHOE ENERGY INC. | ||||||
Per: | ||||||
Authorized Signatory |
Countersigned by: | ||||
CIBC MELLON TRUST COMPANY | ||||
Per: |
||||
- 6 -
EXERCISE INSTRUCTIONS TO WARRANTHOLDER
The Warrantholder may exercise his right to subscribe for Common Shares of IVANHOE ENERGY INC. (the
Company) by completing the Exercise Form and surrendering this Warrant Certificate and the duly
completed Exercise Form, with payment of the applicable Exercise Consideration, to CIBC Mellon
Trust Company by delivering or mailing it to CIBC Mellon Trust Company at its principal stock
transfer office in the City of Vancouver at Suite 1600, The Oceanic Plaza, 1066 West Hastings
Street, Vancouver, British Columbia, V6E 3X1.
For your own protection, it is suggested that all documentation be forwarded to the Warrant Agent
by registered mail.
- 7 -
EXERCISE FORM
To: | Ivanhoe Energy Inc. c/o CIBC Mellon Trust Company Suite 1600, The Oceanic Plaza 1066 West Hastings Street Vancouver, British Columbia V6E 3X1 |
The undersigned holder of the within Warrant Certificate, pursuant to the Warrant Indenture
mentioned therein hereby exercises of the Warrants (the Exercised Warrants) evidenced
thereby and hereby subscribes for a number of Common Shares of Ivanhoe Energy Inc. equal to such
number of Common Shares or number or amount of other securities or property, or combination
thereof, to which such exercise entitles him under the provisions of the Warrant Indenture at an
aggregate price equal to the product of the Exercise Consideration and the number of Exercised
Warrants, and on the terms specified in such Warrant Certificate and the Warrant Indenture, and in
payment therefor, delivers herewith a bank draft, certified cheque or money order payable to CIBC
Mellon Trust Company, in trust for Ivanhoe Energy Inc.
The undersigned hereby irrevocably directs that such Common Shares be issued and delivered as
follows:
Number(s) or | ||||
Amount(s) of | ||||
Name(s) in Full | Address(es) | Common Shares | ||
No certificates will be registered or delivered to an address in the United States unless Box B
below is checked.
Aggregate Common Shares owned or controlled (beneficial and legal) on the date of exercise .
(Please print full name in which share certificates are to be issued. If any Common Shares are to
be issued to a person or persons other than the Warrantholder, the Warrantholder must pay to the
Warrant Agent all exigible transfer taxes or other government charges.)
The undersigned certifies that each of the representations and warranties made by the undersigned
to the Company in connection with the undersigneds acquisition of the Exercised Warrants remains
true and correct on the date hereof.
The undersigned represents that it (A) has had access to such current public information concerning
Ivanhoe Energy Inc. as it considered necessary in connection with its investment decision and (B)
understands that the securities issuable upon exercise hereof have not and will not be registered
under the United States Securities Act of 1933, as amended (the U.S. Securities Act).
The undersigned represents and warrants that it: [check one only]
o | A. | is not in the United States or a U.S. Person as defined in Rule 902 of
Regulation S under the U.S. Securities Act and is not exercising the Exercised Warrants
for the account or benefit of a U.S. Person or a person in the United States. |
|
o | B. | is a registered holder that acquired the Exercised Warrants in a transaction
that was exempt from registration under the U.S. Securities Act and applicable state
securities laws and in compliance with Subsections 2.7(d) of the Warrant Indenture. |
DATED at this
_____
day of ,
_____.
* | If the Common Shares are to be issued to a person other than the registered holder, then the
signature of the Subscriber must be guaranteed by a bank or medallion guaranteed by a member
of a recognized medallion guarantee program. |
|
** | This signature must correspond exactly with the name appearing on the registration panel. |
|
o | Check box if the share certificates are to be delivered at the office where this Warrant is
exercised, failing which they will be mailed. |
TRANSFER OF WARRANTS
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to:
Name | ||
Address | ||
_____
Warrants of Ivanhoe Energy Inc. registered in the name of the undersigned on the
records of Ivanhoe Energy Inc. maintained by CIBC Mellon Trust Company represented by the Warrant
Certificate attached and irrevocably appoints
_____
the attorney of the
undersigned to transfer the said securities on the books or register with full power of
substitution.
DATED this _____ day of ,
Instructions
1. | If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a fiduciary or representative
capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to
the Warrant Agent and the Company. |
2. | The signature on the Transfer Form must be guaranteed by an authorized officer of a Schedule
1 chartered bank or medallion guaranteed by a member of a recognized medallion guarantee
program. |
3. | Warrants will only be transferable in accordance with applicable securities laws and stock
exchange regulations. The transfer of Warrants to a transferee may, depending on the
residency of such transferee, result in the securities obtained upon the exercise of the
Warrants not being freely tradeable in the jurisdiction where the transferee is resident.
|
Unless the Company has otherwise instructed the Warrant Agent in writing, no transfer of Warrants
will be valid unless this Transfer Form is accompanied by: (a) a duly executed
declaration by the transferee of Warrants in the form attached as Exhibit A to this Transfer
Form; and (b) such other evidence as the Warrant Agent may reasonably require that the transfer of
such Warrants is being made in accordance with all applicable securities legislation.
- 2 -
EXHIBIT A
DECLARATION OF TRANSFEREE OF WARRANTS OF IVANHOE ENERGY INC.
DECLARATION OF TRANSFEREE OF WARRANTS OF IVANHOE ENERGY INC.
TO: | CIBC Mellon Trust Company, Warrant Agent of the Warrants of Ivanhoe Energy Inc. |
AND TO: | Ivanhoe Energy Inc. (the Company) |
The undersigned transferee (Transferee) of common share purchase warrants of Ivanhoe Energy Inc.
(Warrants) whose name appears as such on the form of transfer of such Warrants that accompanies
this declaration, hereby declares and certifies, for himself and on behalf of each beneficial
transferee of all or any part of such Warrants, that he and they are aware that the Warrants and
the common shares (Common Shares) of the Company underlying the Warrants (together the Subject
Securities) have not been and will not be registered under the United States Securities Act of
1933, as amended (the U.S. Securities Act) or the securities laws of any states of the United
States, and that the transfer contemplated hereby is being made in reliance on an exemption from
such registration requirements.
The Transferee represents and warrants that:
[check one only]
o | A. | (i) | no offers to sell the Subject Securities were made by any person to the
Transferee or any beneficial transferee for whom he is acting while such persons were
in the United States; |
(ii) | the Transferee and each beneficial transferee for whom he is
acting were outside the United States at the time of execution and delivery of
the instrument by which the Transferee and each beneficial transferee for whom
he is acting agreed to acquire the Subject Securities; and |
||
(iii) | the Transferee and each beneficial transferee for whom he is
acting, is not, and is not acquiring the Subject Securities for the account or
benefit of, a U.S. Person as defined in Rule 904 of Regulation S under the U.S.
Securities Act. |
o | B. | The Transferee has acquired the Warrants in a transaction exempt from registration under the U.S.
Securities Act and applicable state securities laws and has provided herewith evidence (which
the Transferee acknowledges must be satisfactory to the Company) of such exemption. The
Transferee acknowledges that there is a Warrant Indenture which contains restrictions with
respect to the exercise and transfer of Warrants. |
- 3 -
DATED at
_____
this
_____
day of
___________________________,
___________.
Name of Transferee | ||||||
By: | ||||||
Signature of Authorized Representative | ||||||
Name of Person Signing | ||||||
Title |
- 4 -