Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K YEAR ENDED MARCH 31, 2010 - RTS Oil Holdings, Inc. | k033110.htm |
| EX-31.02 - RTS Oil Holdings, Inc. | ex3102k033110.htm |
| EX-10.03 - RTS Oil Holdings, Inc. | ex1003k033110.htm |
| EX-32.01 - RTS Oil Holdings, Inc. | ex3201k033110.htm |
| EX-10.02 - RTS Oil Holdings, Inc. | ex1002k033110.htm |
| EX-31.01 - RTS Oil Holdings, Inc. | ex3101k033110.htm |
| EX-32.02 - RTS Oil Holdings, Inc. | ex3202k033110.htm |
WARRANT
CERTIFICATE
| Warrant Certificate No. [number] | |
| Dated: June _______, 2010 | [number] Shares |
NEITHER
THESE WARRANTS NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE
WARRANTS HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THESE WARRANTS AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THESE WARRANTS ARE RESTRICTED AND MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO REGULATION D UNDER THE ACT, AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION
THEREFROM.
These
Warrants shall cease to be exercisable and shall be void after June 2,
2015
at 5:00
p.m., Salt Lake City, Utah time.
COMMON
STOCK PURCHASE WARRANTS
OF
GEO
POINT TECHNOLOGIES, INC.
FOR VALUE
RECEIVED, Geo Point Technologies, Inc. (the "Company"), a Utah corporation,
hereby certifies that [name], whose address is [address], or permitted
assigns ("Holder"), is entitled to purchase from the Company, subject to the
conditions and upon the terms of this Warrant, at any time or from time to time
after the date hereof and prior to 5:00 p.m. Salt Lake City, Utah time, on June
2, 2015, an aggregate of [number] ([number] ) fully paid and
nonassessable shares of Common Stock, par value $.001, of the Company ("Common
Stock") at a per share exercise price of $1.75 per share. This
Warrant is issued pursuant to the terms set forth in the Engagement Letter
Agreement by and between the Holder and the Company (the "Engagement
Agreement"). Hereinafter (i) the shares of Common Stock purchasable
hereunder are referred to as the "Warrant Shares," (ii) the aggregate purchase
price payable hereunder for the Warrant Shares calculated as set forth in
Paragraph 1 is referred to as the "Aggregate Warrant Price," (iii) the price
payable hereunder for each of the Warrant Shares is referred to as the "Per
Share Warrant Price," (iv) this Warrant, and all warrants hereafter issued in
exchange or substitution for this Warrant are referred to as the "Warrant" and
(v) the holder of this Warrant is referred to as the "Holder."
1
1. Exercise of
Warrant. This Warrant may be exercised in whole or in part at
the Per Share Warrant Price per share of Common Stock payable hereunder, at any
time or from time to time during the period (the "Exercise Period") commencing
on the date hereof, and ending on June 2, 2015 at 5:00 p.m. Salt Lake City, Utah
time (the "Termination Date"), by the Holder of this Warrant by the surrender of
this Warrant (with the exercise form at the end hereof duly executed) at the
address set forth in Subsection 12(a) hereof, together with payment of the
Aggregate Warrant Price, or the proportionate part thereof if this Warrant is
exercised in part. Payment for Warrant Shares shall be made in cash
or by certified or official bank check, or, if the resale of the Warrant Shares
by the holder is not then registered pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
(or, if after the registration statement covering the Warrant Shares is declared
effective, sales of the Warrant Shares may not be made thereunder for any
reason), by "cashless exercise," by means of tendering this Warrant to the
Company to receive a number of shares of Common Stock equal to the difference
between the Market Value of the shares of Common Stock issuable upon exercise of
this Warrant and the product of the number of shares issuable upon exercise and
the Exercise Price, divided by the Market Value Per Share. For example, if
Holder receives a Warrant to purchase 2,500 shares of Common Stock at an
Exercise Price of $1.00 and decides to use the "cashless exercise" method to
exercise its option to purchase all 2,500 shares at a time when the Company's
Common Stock has a Market Value Per Share of $10.00, Holder would receive 2,250
shares of Common Stock upon exercise. Upon surrender of this Warrant with the
annexed Notice of Exercise Form duly executed, together with payment of the
Exercise Price for the shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased. For the purposes of this Section 1, "Market Value" shall be an
amount equal to the average closing bid price of a share of Common Stock for the
ten (10) days preceding the Company's receipt of the Notice of Exercise Form
duly executed multiplied by the number of shares of Common Stock to be issued
upon surrender of this Warrant, and "Market Value Per Share" shall be an amount
equal to the average closing bid price of a share of Common Stock for the ten
(10) days preceding the Company's receipt of the duly executed Notice of
Exercise Form. The Warrant shall expire, and exercise shall no longer
be allowed, to the extent the Warrant has not been exercised by the expiration
of the Exercise Period.
2. Partial Exercise of
Warrant. If this Warrant is exercised in part, it must be
exercised for a minimum of 1,000 shares of Common Stock and if the Exercise
Period has not expired the Holder is entitled to receive a new Warrant covering
the number of Warrant Shares in respect of which this Warrant has not been
exercised and setting forth the proportionate part of the Aggregate Warrant
Price applicable to such Warrant Shares. Upon such surrender of this
Warrant, the Company will (a) issue a certificate or certificates in the name of
the Holder for the largest number of whole shares of Common Stock to which the
Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of
any fractional share of the Common Stock to which the Holder shall be entitled,
cash equal to the fair value of such fractional share (determined in such
reasonable manner as the Board of Directors of the Company shall determine), and
(b) deliver the proportionate part thereof if this Warrant is exercised in part,
pursuant to the provisions of this Warrant. The Warrant shall expire,
and exercise shall no longer be allowed, to the extent the Warrant has not been
exercised by the expiration of the Exercise Period.
3. Reservation of Warrant
Shares. The Company will at all times during the Exercise
Period have authorized and reserved, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the Warrant
Shares.
2
4. Anti-Dilution
Provisions.
(a) If,
at any time or from time to time after the date of this Warrant, the Company
shall distribute property or assets to all holders of Common Stock (excluding
(w) dividends paid in, or distributions of, the Company's capital stock for
which the number of Warrant Shares receivable hereunder shall have been adjusted
pursuant to Subsection 4(b); (x) dividends or distributions paid in cash; (y)
the capital stock issuances relating to the acquisition of Sinur Oil LLP
resulting in a post-acquisition capital structure of 30,315,000 shares; and (z)
capital stock issued or other distributions with respect to any transactions
with individuals and entities listed in Paragraph 5(d) “Fee Exceptions and
Appendix C "Parties Subject To Fee Carve-out" of the Company's Letter Agreement
with National Securities dated May 28, 2010), any of the foregoing being
hereinafter in this Subsection 4(a) called the "Property", then, in each such
case, the Company shall reserve sufficient Property for distribution to the
Holder upon exercise of the Warrant so that, in addition to the shares of Common
Stock to which the Holder is entitled, the Holder will receive upon such
exercise the amount and kind of such Property which the Holder would have
received if the Holder had, immediately prior to the record date for the
distribution of the Property, exercised the Warrant. Notice of each
such distribution shall be given to the Holder concurrently with any notice
given to the holders of Common Stock regarding such distribution.
(b) In
case the Company shall hereafter pay a dividend or make a distribution on its
Common Stock payable in shares of capital stock, subdivide its outstanding
shares of Common Stock into a greater number of shares, combine its outstanding
shares of Common Stock into a smaller number of shares, or issue by
reclassification of its Common Stock any shares of capital stock of the Company,
then, in any such event, the Holder shall be entitled to receive the aggregate
number and kind of shares which, if the Warrant had been exercised immediately
prior to the record date with respect to the dividend or distribution or the
effective date of the subdivision, combination, or reclassification, he would
have been entitled to receive by virtue of such dividend, distribution,
subdivision, combination, or reclassification, and the Per Share Warrant Price
shall be appropriately adjusted. Such adjustment shall be made
successively whenever any event listed above shall occur. An
adjustment made pursuant to this Subsection (b) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a result of an
adjustment made pursuant to this Subsection (b), the Holder of this Warrant
shall become entitled to receive shares of two or more classes of capital stock
or shares of Common Stock and other capital stock of the Company, then this
Warrant may thereafter be exercised for units consisting of whole number
multiples of each such securities, as designated by the Board of
Directors.
(c) Upon
any modification of the rights of the Holder of this Warrant in accordance with
this Section 4, the Company shall promptly prepare a certificate of the
Company's Chief Financial Officer, setting forth the Per Share Warrant Price and
the number of Warrant Shares after such adjustment or the effect of such
modification, a brief statement of the facts requiring such adjustment or
modification and the manner of computing the same and cause a copy of such
certificate to be mailed to the Holder.
3
(d) If
the Board of Directors of the Company shall declare any dividend or other
distribution in cash with respect to the Common Stock, other than out of earned
surplus, the Company shall mail notice thereof to the Holder not less than 15
days prior to the record date fixed for determining shareholders entitled to
participate in such dividend or other distribution.
5. Fully Paid Stock;
Taxes. The shares of the Common Stock represented by each and
every certificate for Warrant Shares delivered on the exercise of this Warrant
shall, at the time of such delivery, be validly issued and outstanding, fully
paid and non-assessable, and not subject to any pre-emptive
rights. The Holder shall pay, when due and payable, any and all
Federal and state stamp, original issue or similar taxes which may be payable in
respect of the issue of any Warrant Share or certificate therefor.
6. Transfer.
(a) Transferability. This
Warrant is NONTRANSFERABLE in whole or in part unless permitted by the
Company. In any permitted transfer, the Warrant Certificates to be
exchanged shall be surrendered to the Company at its corporate
office. The Company shall execute and issue in exchange therefor the
Warrant Certificate or Certificates which the holder making the transfer shall
be entitled to receive.
(b) Indemnity. The
Holder acknowledges that the Holder understands the meaning and legal
consequences of this Section 9, and the Holder hereby shall indemnify and hold
harmless the Company, its representatives and each officer, director and control
person thereof from and against any and all loss, damage or liability (including
all attorneys' fees and costs incurred in enforcing this indemnity provision)
due to or arising out of (i) any transfer of the Warrant or any of the Warrant
Shares in violation of the Securities Act, the Securities Exchange Act of 1934,
as amended, or the rules and regulations promulgated under either of such acts,
(ii) any transfer of the Warrant or any of the Warrant Shares not in accordance
with this Warrant or (iii) any untrue statement or omission to state any
material fact in connection with the investment representations or with respect
to the facts and representations supplied by the Holder or its agents to the
Company or its counsel in connection with any transfer or proposed transfer of
the Warrant or any Warrant Shares.
7. Loss, etc. of
Warrant. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and of a stock
lost/stolen indemnity bond from a bonding company reasonably satisfactory to the
Company, if lost, stolen or destroyed, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver to the Holder
a new Warrant of like date, tenor, and denomination.
8. Warrant Holder Not
Shareholder. Except as otherwise provided herein, this Warrant
does not confer upon the Holder any right to vote or to consent to or receive
notice as a shareholder of the Company, as such, in respect of any matters
whatsoever, or any other rights or liabilities as a shareholder of the Company,
either at law or in equity, and the rights of the Holder are limited to those
expressed in this Warrant.
4
9. Communication. No
notice or other communication under this Warrant shall be effective unless the
same is in writing and is either (i) mailed by first-class mail, postage
prepaid, in which event the notice shall be deemed effective three days after
deposit in the mails, or (ii) delivered by established delivery service which
guarantees three business days or less delivery, in which event the notice is
deemed effective on the date of guaranteed delivery. Regardless of
the method of delivery, the notice or communication shall be addressed
to:
(a) the
Company, at 257 East 200 South, Suite 490, Salt Lake City, Utah 84111,
Attention: Chief Executive Officer or such other address as the Company has
designated in writing to the Holder, or
(b) the
Holder, at the address indicated in the opening paragraph hereof, or such other
address as the Holder has designated in writing to the Company.
10. Headings. The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof.
11. Applicable
Law. This Warrant shall be governed by and construed in
accordance with the law of the State of Utah without giving effect to the
principles of conflicts of law thereof.
12. Warrant
Register. The Company will register this Warrant in the
Warrant Register in the name of the record holder to whom it has been
distributed or assigned in accordance with the terms
hereof. Information about this Warrant shall be given to the
Company's transfer agent. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof (notwithstanding
any notation of ownership or other writing hereon made by anyone) for the
purpose of any exercise hereof or any distribution to the Holder and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
13. Successors. All
of the provisions of this Warrant by or for the benefit of the Company or the
Holder shall bind and inure to the benefit of their respective successors and
assigns.
IN
WITNESS WHEREOF, Geo Point Technologies, Inc. has caused this Warrant
Certificate to be signed by its President and its corporate seal to be hereunto
affixed this _____ day of June 2010.
|
ATTEST:
|
GEO
POINT TECHNOLOGIES, INC.
|
| ________________________ |
By:
________________________________
|
| Name: Jeffrey Jensen | |
| Its: President and Chief Executive Officer |
5
EXERCISE
FORM
To be
executed by the Holder
in Order
to Exercise Warrants
The undersigned Holder hereby
irrevocably elects to exercise __________ Warrants represented by this Warrant
Certificate, and to purchase the securities issuable upon the exercise of such
Warrants, and requests that certificates for such securities shall be issued in
the Holder's name and be delivered to
________________________________________
________________________________________
________________________________________
________________________________________
[please
print or type address]
and if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Agreement, that a new Warrant Agreement for the balance of such Warrants be
registered in the name of, and delivered to, the Holder at the address stated
above.
The undersigned acknowledges that, if
this Exercise Form is submitted prior to the Company having given notice that
the issuance of the Warrant Shares has been registered under the Securities Act,
the Warrant Shares issued on exercise will be "restricted securities" and will
bear appropriate restrictive legends.
| Dated: ________________________ |
________________________________
|
| Signature of Holder | |
|
________________________________
|
|
|
________________________________
|
|
| Signature Guaranteed | |
|
________________________________
|
6
ASSIGNMENT
To Be
Executed by the Holder
in Order
to Assign Warrants
THE
WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE
SECURITIES LAWS AND TRANSFER THEREOF HAS BEEN RESTRICTED. ANY
TRANSFER OR PURPORTED TRANSFER DESCRIBED IN THIS FORM OF ASSIGNMENT SHALL NOT BE
EFFECTIVE UNTIL AND UNLESS THE PROPOSED TRANSFEREE COMPLIES WITH THE
RESTRICTIONS ON TRANSFER DESCRIBED IN THE WARRANT CERTIFICATE.
FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
| Name: |
________________________________
|
| [please print or type] | |
| Address: |
________________________________
|
|
________________________________
|
|
| Social Security : | ________________________________ |
| or
Taxpayer
I.D.
No.
|
________________________________
|
the
undersigned's right to purchase up to _________ Common Shares represented by
these Warrants, and hereby irrevocably constitutes and appoints
______________________________ attorney to transfer the same on the books of the
Company, with full power of substitution in the premises.
| Dated: ________________________ |
________________________________
|
| Signature Guaranteed | |
|
________________________________
|
|
7
Schedule
|
Warrant
Shares
|
|
|
National
Securities Corporation
|
124,125
|
|
Vince
Calicchia
|
120,625
|
|
David
Graber
|
5,250
|
|
Totals
|
250,000
|
8