Warrant to Purchase Common Stock between Tidelands Oil & Gas Corporation and Mercator Momentum Fund III, LP (November 18, 2004)
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Summary
This agreement grants Mercator Momentum Fund III, LP the right to purchase up to 287,829 shares of common stock from Tidelands Oil & Gas Corporation at $0.87 per share until November 18, 2007. The warrant cannot be exercised if it would result in the holder owning more than 9.99% of the company's outstanding common stock. The shares issued under this warrant are subject to transfer restrictions under federal and state securities laws unless properly registered or exempted.
EX-10.8 9 tide8kex108112204.txt WARRANT TO PURCHASE COMMON STOCK
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 18 day of November, 2004. COMPANY: TIDELANDS OIL & GAS CORPORATION By_____________________________ Print Name:____________________ Title:_________________________ SCHEDULE A FORM OF NOTICE OF EXERCISE [To be signed only upon exercise of the Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby elects to purchase _______ shares of Common Stock (the "Shares") of Tidelands Oil & Gas Corporation under the Warrant to Purchase Common Stock dated November __ , 2004, which the undersigned is entitled to purchase pursuant to the terms of such Warrant. The undersigned has delivered $_________, the aggregate Warrant Price for _____ Shares purchased herewith, in full in cash or by certified or official bank check or wire transfer. Please issue a certificate or certificates representing such shares of Common Stock in the name of the undersigned or in such other name as is specified below and in the denominations as is set forth below: _______________________________________________________________________ [Type Name of Holder as it should appear on the stock certificate] _______________________________________________________________________ [Requested Denominations - if no denomination is specified, a single certificate will be issued] The initial address of such Holder to be entered on the books of Company shall be: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ The undersigned hereby represents and warrants that the undersigned is acquiring such shares for his own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof. By:____________________________________ Print Name:____________________________ Title:_________________________________ Dated:_________________________________ FORM OF ASSIGNMENT (ENTIRE) [To be signed only upon transfer of entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the said Warrant on the books of _________________, with full power of substitution. ______________________________________ [Type Name of Holder] By:___________________________________ Title:________________________________ Dated:________________________________ NOTICE The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________ (i) the rights of the undersigned to purchase ____________________ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of Tidelands Oil & Gas Corporation, with full power of substitution. ______________________________________ [Type Name of Holder] By:___________________________________ Title:________________________________ Dated:________________________________ NOTICE The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.