Option, Warrants and Other Securities. The Company has outstanding the following options and warrants: (a) Options issued to Leonard Toboroff to purchase 500,000 shares of Common Stock a▇ $.▇▇ ▇▇▇ ▇▇▇▇▇. (b) Warrants to Energy Spectrum Partners, LP, a Delaware limited partnership ("ENERGY SPECTRUM"), for 437,500 shares of Common Stock at $.15 per share and an agreement to issue an additional 875,000 warrants at the same price pursuant to this Agreement in the event that the Series A Preferred Stock of the Company held by Energy Spectrum is not redeemed on or before the first anniversary of the date of issue. Pursuant to its Certificate of Designation, the Series A Preferred Stock has conversion rights, adjustments of the conversion price, certain voting rights including the right to elect directors and both mandatory and optional redemption. Energy Spectrum has certain demand and piggyback registration rights pursuant to that certain Registration Right Agreement with the Company. (c) In connection with that certain Stock Purchase Agreement ("SPA") between the Company and Jens H. Mortensen, Jr. ("MORTENSEN"), (i) the Company is issu▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ $▇,▇▇5,0▇▇ ▇▇ ▇▇▇res of Common Stock valued at the ▇▇▇▇▇▇▇ ▇f the closing bid and offer price for Common Stock 30 days prior to the closing date of the SPA, (ii) Mortensen has an option to convert his 19% in stock of Jens' Oil Fiel▇ Service, Inc., Texas corporation, into shares of Common Stock in accordance with terms of the option, and (iii) Mortensen has one demand registration right at his cost and p▇▇▇▇▇▇▇▇ registration rights. (d) Employment Agreement of Munawar H. Hidayatallah provides that his incentive compensat▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇on stock of OilQuip Rentals, Inc., a Delaware corporation ("OILQUIP") and wholly-owned subsidiary of the Company. This may provide for such incentive compensation to be paid in Common Stock. (e) Mountain Compressed Air, Inc., a Texas corporation ("MCAI") and wholly-owned subsidiary of OilQuip, issued warrants to Houlihan, Lokey, Howard & Zukin for 620,000 shares of its common stock, par value $▇.01 per share. (f) The Company has entered into that certain letter agreement dated November 14, 2001 with Jefferies & Company, Inc. ("JEFFERIES"), whereby Jefferies will act as exclusive financial adviser to the Company and placement agent for up to $25,000,000 in securities of the Company. There are fees and reimbursements of expenses for services thereunder along with rights to manage or co-manage offerings, act as adviser in mergers and receive fees described 199 therein. (g) The Company has entered into an agreement dated October 4, 2001 with Virginia A. Muller ("MULLER") whereby Muller will act as a fi▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇any regardi▇▇ ▇ ▇rivate placement offering. Muller will be entitled to (i) a success fee of 2.5% of funds raised ▇▇ the offering if the investors are originated by the Company or Muller, or (ii) a success fee of 1% of funds raised in the of▇▇▇▇▇▇ if the investors are originated by a third party. (h) The Company has issued options to purchase 24,000 shares of Common Stock at $2.75 per share to eight current or former directors and/or officers of the Company, which expire March, 2010 and are not subject to any plan. The Company has a Long Term Incentive Plan (1989) (the "PLAN") which provides for grants to officers and key employees of stock options, stock appreciation rights, performance shares, restricted stock, restricted stock units and other stock-based awards. The maximum number of shares of Common Stock which may be granted pursuant to the plan is 50,000. No stock options or stock appreciation rights have been granted to date under the Plan and the Plan should have terminated by its terms. (i) The Company has issued options to John T. Grigsby, Jr. to purchase 10,000 shares of Common Stoc▇ ▇▇ $▇.▇▇ ▇▇▇ ▇▇▇▇▇. 200 This Warrant is hereby executed as of the date first above written. Allis-Chalmers Corporation By: ________________________________________ Munawar H. Hidayatallah C▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇tive Officer FORM OF SUBSCRIPTION To ___________________________: The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases _________* shares of Common Stock of _________________, and herewith makes payment of $___________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ___________________________, whose address is ______________________________ ___________. Dated: ____________________________ _________________________________ (Signature must conform in all respects to name of holder as specified on the face or Warrant) _________________________________ (Street Address) _________________________________ (City) (State) (Zip Code) _________________________________ *Insert the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. 202
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Option, Warrants and Other Securities. The Company has outstanding the following options and warrants:
(a) Options issued to Leonard Toboroff to purchase 500,000 shares of Common Stock a▇ $.▇▇ ▇▇▇ ▇▇▇▇▇.
(b) Warrants to Energy Spectrum Partners, LP, a Delaware limited partnership ("ENERGY SPECTRUM"), for 437,500 shares of Common Stock at $.15 per share and an agreement to issue an additional 875,000 warrants at the same price pursuant to this Agreement in the event that the Series A Preferred Stock of the Company held by Energy Spectrum is not redeemed on or before the first anniversary of the date of issue. Pursuant to its Certificate of Designation, the Series A Preferred Stock has conversion rights, adjustments of the conversion price, certain voting rights including the right to elect directors and both mandatory and optional redemption. Energy Spectrum has certain demand and piggyback registration rights pursuant to that certain Registration Right Agreement with the Company.
(c) In connection with that certain Stock Purchase Agreement ("SPA") between the Company and Jens H. Mortensen, Jr. ("MORTENSEN"), (i) the Company is issu▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ $▇,▇▇5,0▇▇ ▇▇ ▇▇▇res of Common Stock valued at the ▇▇▇▇▇▇▇ ▇f the closing bid and offer price for Common Stock 30 days prior to the closing date of the SPA, (ii) Mortensen has an option to convert his 19% in stock of Jens' Oil Fiel▇ Service, Inc., Texas corporation, into shares of Common Stock in accordance with terms of the option, and (iii) Mortensen has one demand registration right at his cost and p▇▇▇▇▇▇▇▇ registration rights.
(d) Employment Agreement of Munawar H. Hidayatallah provides that his incentive compensat▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇on stock of OilQuip Rentals, Inc., a Delaware corporation ("OILQUIP") and wholly-owned subsidiary of the Company. This may provide for such incentive compensation to be paid in Common Stock.
(e) Mountain Compressed Air, Inc., a Texas corporation ("MCAI") and wholly-owned subsidiary of OilQuip, issued warrants to Houlihan, Lokey, Howard & Zukin for 620,000 shares of its common stock, par value $▇.01 per share.
(f) The Company has entered into that certain letter agreement dated November 14, 2001 with Jefferies & Company, Inc. ("JEFFERIES"), whereby Jefferies will act as exclusive financial adviser to the Company and placement agent for up to $25,000,000 in securities of the Company. There are fees and reimbursements of expenses for services thereunder along with rights to manage or co-manage offerings, act as adviser in mergers and receive fees described 199 therein.
(g) The Company has entered into an agreement dated October 4, 2001 with Virginia A. Muller ("MULLER") whereby Muller will act as a fi▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇any regardi▇▇ ▇ ▇rivate placement offering. Muller will be entitled to (i) a success fee of 2.5% of funds raised ▇▇ the offering if the investors are originated by the Company or Muller, or (ii) a success fee of 1% of funds raised in the of▇▇▇▇▇▇ if the investors are originated by a third party.
(h) The Company has issued options to purchase 24,000 shares of Common Stock at $2.75 per share to eight current or former directors and/or officers of the Company, which expire March, 2010 and are not subject to any plan. The Company has a Long Term Incentive Plan (1989) (the "PLAN") which provides for grants to officers and key employees of stock options, stock appreciation rights, performance shares, restricted stock, restricted stock units and other stock-based awards. The maximum number of shares of Common Stock which may be granted pursuant to the plan is 50,000. No stock options or stock appreciation rights have been granted to date under the Plan and the Plan should have terminated by its terms.
(i) The Company has issued options to John T. Grigsby, Jr. to purchase 10,000 shares of Common Stoc▇ ▇▇ $▇.▇▇ ▇▇▇ ▇▇▇▇▇. 200 This Warrant is hereby executed as of the date first above written. Allis-Chalmers Corporation By: ________________________________________ Munawar H. Hidayatallah C▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇tive Officer FORM OF SUBSCRIPTION To ___________________________: The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases _________* shares of Common Stock of _________________, and herewith makes payment of $___________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ___________________________, whose address is ______________________________ ___________. Dated: ____________________________ _________________________________ (Signature must conform in all respects to name of holder as specified on the face or Warrant) _________________________________ (Street Address) _________________________________ (City) (State) (Zip Code) _________________________________ *Insert the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. 202
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Option, Warrants and Other Securities. The Company has outstanding the following options and warrants:
(a) Options issued to Leonard Toboroff to purchase 500,000 shares of Common Stock a▇ $.▇▇ ▇▇▇ ▇▇▇▇▇.
(b) Warrants to Energy Spectrum Partners, LP, a Delaware limited partnership ("ENERGY SPECTRUM"), for 437,500 shares of Common Stock at $.15 per share and an agreement to issue an additional 875,000 warrants at the same price pursuant to this Agreement in the event that the Series A Preferred Stock of the Company held by Energy Spectrum is not redeemed on or before the first anniversary of the date of issue. Pursuant to its Certificate of Designation, the Series A Preferred Stock has conversion rights, adjustments of the conversion price, certain voting rights including the right to elect directors and both mandatory and optional redemption. Energy Spectrum has certain demand and piggyback registration rights pursuant to that certain Registration Right Agreement with the Company.
(c) In connection with that certain Stock Purchase Agreement ("SPA") between the Company and Jens H. Mortensen, Jr. ("MORTENSEN"), (i) the Company is issu▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ $▇,▇▇5,0▇▇ ▇▇ ▇▇▇res of Common Stock valued at the ▇▇▇▇▇▇▇ ▇f the closing bid and offer price for Common Stock 30 days prior to the closing date of the SPA, (ii) Mortensen has an option to convert his 19% in stock of Jens' Oil Fiel▇ Service, Inc., Texas corporation, into shares of Common Stock in accordance with terms of the option, and (iii) Mortensen has one demand registration right at his cost and p▇▇▇▇▇▇▇▇ registration rights.
(d) Employment Agreement of Munawar H. Hidayatallah provides that his incentive compensat▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇on stock of OilQuip Rentals, Inc., a Delaware corporation ("OILQUIP") and wholly-owned subsidiary of the Company. This may provide for such incentive compensation to be paid in Common Stock.
(e) Mountain Compressed Air, Inc., a Texas corporation ("MCAI") and wholly-owned subsidiary of OilQuip, issued warrants to Houlihan, Lokey, Howard & Zukin for 620,000 shares of its common stock, par value $▇.01 per share.
(f) The Company has entered into that certain letter agreement dated November 14, 2001 with Jefferies & Company, Inc. ("JEFFERIES"), whereby Jefferies will act as exclusive financial adviser to the Company and placement agent for up to $25,000,000 in securities of the Company. There are fees and reimbursements of expenses for services thereunder along with rights to manage or co-manage offerings, act as adviser in mergers and receive fees described 199 therein.
(g) The Company has entered into an agreement dated October 4, 2001 with Virginia A. Muller ("MULLER") whereby Muller will act as a fi▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇any regardi▇▇ ▇ ▇rivate placement offering. Muller will be entitled to (i) a success fee of 2.5% of funds raised ▇▇ the offering if the investors are originated by the Company or Muller, or (ii) a success fee of 1% of funds raised in the of▇▇▇▇▇▇ if the investors are originated by a third party.
(h) The Company has issued options to purchase 24,000 shares of Common Stock at $2.75 per share to eight current or former directors and/or officers of the Company, which expire March, 2010 and are not subject to any plan. The Company has a Long Term Incentive Plan (1989) (the "PLAN") which provides for grants to officers and key employees of stock options, stock appreciation rights, performance shares, restricted stock, restricted stock units and other stock-based awards. The maximum number of shares of Common Stock which may be granted pursuant to the plan is 50,000. No stock options or stock appreciation rights have been granted to date under the Plan and the Plan should have terminated by its terms.
(i) The Company has issued options to John T. Grigsby, Jr. to purchase 10,000 shares of Common Stoc▇ ▇▇ $▇.▇▇ ▇▇▇ ▇▇▇▇▇. 200 500 shares at $0.15 per share, to be issued to Energy Spectrum Partners, LP in connection with the transactions contemplated by the Loan Agreement, such warrant to expire January 2012. 220 This Warrant is hereby executed as of the date first above written. Allis-Chalmers Corporation By: _B▇:_______________________________________ Munawar H. Hidayatallah C▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇tive Officer FORM OF SUBSCRIPTION To ___________________________: The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases _________* shares of Common Stock of _________________, and herewith makes payment of $___________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ___________________________, whose address is ______________________________ ___________. Dated: ____________________________ _________________________________ (Signature must conform in all respects to name of holder as specified on the face or Warrant) _________________________________ (Street Address) _________________________________ (City) (State) (Zip Code) _________________________________ *Insert the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. 202222 FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto _________________ the right represented by such Warrant to purchase shares of Common Stock of to which such Warrant relates, and appoints Attorney to make such transfer on the books of maintained for such purpose, with full power of substitution in the premises. Dated: ____________________________ _________________________________ (Signature must conform in all respects to name of holder as specified on the face or Warrant) _________________________________ (Street Address) _________________________________ (City) (State) (Zip Code) _________________________________ Signed in the presence of: ___________________________________ EXHIBIT C TO WARRANT PURCHASE AGREEMENT ================================================================================ ALLIS-CHALMERS CORPORATION A DELAWARE CO▇▇▇▇▇▇▇▇▇ (THE "COMPANY") TO PURCHASE 335,000 SHARES OF THE COMPANY'S COMMON STOCK ISSUED TO WELLS FARGO ENERGY CAPITAL, INC. A TEX▇▇ ▇▇RPORATION ("WARRANTHOLDER") EFFECTIVE FEBRUARY 1, 2002 This Warrant and any Shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of in the absence of such registration or an exemption therefrom under such Act. This Warrant and such Shares may be transferred only in compliance with the conditions specified in this Warrant and the Warrant Purchase Agreement, a copy of which is available from the Company to holders of this Warrant. ================================================================================ Allis-Chalmers Corporation Warr▇▇▇
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