Exhibit 10.15
THESE SECURITIES HAVE BEEN ISSUED (AND THE SECURITIES TO BE ISSUED UPON THE
EXERCISE OF THESE SECURITIES, ASSUMING COMPLIANCE WITH THE SUBSCRIPTION
AGREEMENT (AS DEFINED BELOW) AND THE TERMS HEREOF, WILL BE ISSUED) PURSUANT TO
REGULATION S AS AN EXEMPTION TO THE PROVISIONS UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES
CANNOT BE TRANSFERED, OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS
(AS SUCH TERMS ARE DEFINED IN REGULATION S), AND MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON (AS SO DEFINED), UNLESS SUCH SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES AND BLUE SKY LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
CHENIERE ENERGY, INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
The transferability and resale of this Warrant is restricted as set forth
herein and in the related Subscription Agreement (as defined below), a copy
of which may be obtained from the Company (as defined below) at its
principal office.
No. WA-15 Up to 50,000 Shares
THIS CERTIFIES THAT for value received WESTERN SLOPES1 LTD. (the
"Holder") or its registered assigns is the owner of a Warrant to purchase during
the period exhibit no later than 5:00 p.m. New York time on September 1, 1999,
the number of fully paid and nor-assessable shares of Common Stock, $.003 par
value per share (the "Common Stock"), of Cheniere Energy, Inc., a Delaware
corporation (hereinafter called the "Company"), specified above (the "Warrant
Shares") upon payment of U.S. $3.125 per Warrant Share (the "Warrant Price") in
accordance with Section 2 below. This Warrant is issued under, and the rights
represented hereby are subject to, the terms and provisions contained in the
Subscription Agreement dated August 27, 1996 (the "Subscription Agreement")
between the Holder and the Company.
1. Exercise of Warrant. This Warrant may be exercised, from time to
-------------------
time,,in whole or in part, at any time prior to the expiration hereof. Upon the
exercise of this Warrant,, a Purchase Form substantially in the form attached
hereto as Annex 1 must be properly completed and executed and surrendered to the
Company or its transfer agent. In the event that this Warrant is exercised in
respect of fewer than all of the Warrant Shares, a new Warrant for the remaining
number of the Warrant Shares, substantially in the form hereof, will be issued
upon such exercise and surrender of this Warrant.
If this Warrant shall be surrendered for exercise within any period during
which the transfer books for shares of the Common Stock of the Company or other
securities purchasable upon the
1
exercise of this Warrant are closed for any purpose, the Company shall not be
required to make delivery of certificates for the securities purchasable upon
such exercise until the date of the reopening of said transfer books.
THIS WARRANT MAY NOT BE EXERCISED BY ANY U.S. PERSON (AS DEFINED IN
REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED).
2. Payment of Purchase Price Upon Exercise, At the time of any exercise of
---------------------------------------
this Warrant the purchase price for the Warrant Shares shall be paid in full to
the Company by check or wire transfer or other immediately available funds.
3. Adjustments. In the event of any change in the outstanding Common
-----------
Stock of the Company by reason of any stock recapitalization, merger,
consolidation,,, combination or exchange of shares, the kind of shares subject
to this Warrant and their purchase price per share (but not the number of
shares) shall be appropriately adjusted consistent with such change in such
manner as the Board of Directors of the Company may deem equitable. In the event
of a stock dividend or stock split, the kind of shares, the purchase price per
share and number of shares shall be appropriately adjusted, consistent with such
change in such manner as the Board of Directors may deem equitable. Any
adjustments that are made by the Board of Directors shall be final and binding
on the Holder.
4. No Rights of Stockholder. The Holder shall have no rights as a
------------------------
stockholder with respect to any Warrant Shares prior to the date of purchase
thereof and issuance to him of a certificate or certificates for such Warrant
Shares.
5. Compliance With Law and Regulations. The obligation of the Company to
-----------------------------------
sell and deliver the Warrant Shares shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. If, at any time, the Board of Directors of
the Company shall determine that (a) the listing, registration or qualification
of the Warrant Shares upon any securities exchange or under any state or federal
law or (b) the consent or approval of any government regulatory body, is
necessary or desirable as a condition to, or n connection with, the offer, sale
and issuance of the Warrant Shares, this Warrant shall not be exercised by the
Holder in whole or in part unless such listing registration, qualification,
consent or approval shall have been effected or obtained, free of any conditions
not acceptable to the Board of Directors of the Company.
6. Tax Withholding Requirements. The Company shall have the right to
----------------------------
require the holder to remit to the Company an amount sufficient to satisfy any
federal, state or local withholding or other tax requirements applicable to any
sale of this Warrant or the issuance and sale of the Warrant Shares prior to the
delivery of any certificate representing this Warrant or any certificate for the
Warrant Shares.
7. Fractional Shares. To the extent required, fractional shares of Common
-----------------
Stock shall be issued upon the exercise of this Warrant up to but not more than
the nearest thousandth of a
2
share (.001). The Company shall not be under any obligation to compensate the
Holder in any way for fractional shares in less than such amounts.
8. Assignment of Warrant. (a) By acceptance of an assignment of this
---------------------
Warrant any assignee agrees and assents to all the terms and provisions hereof
and the relevant terms and provision of the Subscription Agreement.
9. Ownership of Warrant. The Company may deem and treat the person in
--------------------
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any person
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in section 10 hereof.
10. Transfer of Warrant. The Company agrees to maintain at the office of
-------------------
the Company (or of its transfer agent) books for the registration of transfers
of Warrants, and transfer of this. Warrant and all rights hereunder shall be
registered, in whole or in part, on such books, subject to the limitations on
transfer and resale contained in the Subscription Agreement, upon surrender of
this Warrant at such office, together with an Assignment Form substantially in
the form attached hereto as Annex 2, duly executed by the Holder or his duly
authorized agent or attorney-in-fact, and payment of any transfer taxes. Upon
surrender of this Warrant the Company shall execute and deliver a new Warrant or
Warrants of like tenor and representing in the aggregate the right to purchase
the same number of shares of Common Stock in the name of the assignee or
assignees and in the denominations specified In the Assignment Form, and this
Warrant shall promptly be canceled. Notwithstanding the foregoing, a Warrant may
be exercised by a new holder without having a new Warrant issued.
11. Division or Combination of Warrants. This Warrant may be divided or
-----------------------------------
combined with other Warrants upon surrender hereof and of any Warrant or
Warrants with which this Warrant is to be combined at the once of the Company
(or its transfer agent), together with a written notice specifying the names and
denominations in which the new Warrant or Warrants are to be issued1 signed by
the holders hereof and thereof or their respective duly authorized agents or
attorneys-in-fact. Subject to compliance with Section 10 hereof as to any
transfer which may be involved in the division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.
12. Loss, Theft, Destruction, or Mutilation of Warrant Certificates.
---------------------------------------------------------------
Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of any such loss, theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Company, or. in the case of any such mutilation,
upon surrender and cancellation of such Warrant, the Company will make and
deliver, In lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same aggregate
number of shares of Common Stock.
13. Expenses of Delivery of Warrants. The Company shall pay all expenses
--------------------------------
3
(other than transfer taxes) and other charges payable in connection with the
preparation, issuance and delivery of Warrants and Warrant Shares hereunder.
14. Severability. Whenever possible, each provision of this Warrant will be
------------
interpreted in such manner as to be effective and valid wider applicable law,
but if any provision of this Warrant is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Warrant.
15. Descriptive Headings. The descriptive headings of this Warrant are
--------------------
inserted for convenience only and do not constitute a part of this Warrant and
shall not be used in the interpretation hereof.
16. Successors and Assigns. This Warrant shall be binding upon any and all
----------------------
successors and assigns of the Company.
17. Governing Law. This Warrant shall be construed according to the laws of
-------------
the State of New York without giving effect to the conflict of law provisions
thereof, and all provisions hereof shall be administered according to and its
validity shall be determined under, the laws of such state, except where
preempted by federal laws.
[Remainder of page intentionally left blank.]
4
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
representative, thereunto duly authorized, as of this 29th day of August, 1996.
CHENIERE ENERGY, INC.
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
5
Annex 1
-------
PURCHASE FORM
-------------
Dated
-----------------
Annex 1
-------
The undersigned hereby irrevocably elects to exercise the attached
Warrant to the extent of purchasing ____________ shares of Common Stock (as
defined in the attached Warrant) and hereby makes payment in full by check or
wire transfer or other immediately available funds totaling U.S. $_____________.
INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK
---------------------------------------------
Name
Address
(please typewrite or print in block letters)
REPRESENTATIONS AND WARRANTIES
------------------------------
In connection with the exercise of the attached Warrant, the undersigned
hereby represents and warrants that:
a. it is not a U.S. person (as defined under Regulation S ("Regulation S")
promulgated under the Securities Act of 1933, as amended (the "Securities Act)
and the attached Warrant is not being exercised on behalf of a U.S. person (as
defined under Regulation S);
b. it recognizes that the shares of Common Stock issuable pursuant to the
attached Warrant have not been registered under the Securities Act and may not
sold, pledged or otherwise transferred except in accordance with the t~ and
provisions of the Subscription Agreement (as defined in the attached Warrant);
c. it has received all material information with respect to Cheniere
Energy, Inc. (the "Company") which it deems necessary in connection with its
decision. to exercise the attached Warrant and it has been given an opportunity
to ask questions and receive answers from representatives of the Company;
d. this purchase order for the Common Stock has been originated outside
the United States; and
e. it is purchasing the shares of Common Stock for its own account and not
as a nominee for or for the benefit of a U.S. person or citizen of the United
States (as such
6
terms are defined in Regulation S), and for investment and not with a view to
resale or distribution or any present intention to resell or distribute, except
in compliance with the Securities Act and all applicable state securities laws.
ISSUANCE OF NEW WARRANT
-----------------------
If said number of shares shall not be all the shares issuable upon exercise
of the attached Warrant, a new Warrant is to be issued in the name of the
undersigned for the balance remaining of such shares.
Signature
7
Annex 2
-------
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:
Name
(Please typewrite or print in block letters)
Address
the right to purchase Common Stock (as defined in the attached Warrant)
represented by the attached Warrant to the extent of___________ shares as to
which such right is exercisable and does hereby irrevocably constitute and
appoint ___________________________ Attorney-in-Fact, to transfer the same on
the books of Cheniere Energy, Inc. with full power of substitution in the
premises.
Date 19
Signature
8
THESE SECURITIES HAVE BEEN ISSUED (AND THE SECURITIES TO BE ISSUED UPON THE
EXERCISE OF THESE SECURITIES, ASSUMING COMPLIANCE WITH THE SUBSCRIPTION
AGREEMENT (AS DEFINED BELOW) AND THE TERMS THEREOF, WILL BE ISSUED) PURSUANT TO
REGULATION S AS AN EXEMPTION TO THE PROVISIONS UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES
CANNOT BE TRANSFERRED, OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS
(AS SUCH TERMS ARE DEFINED IN REGULATION S), AND MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON (AS SO DEFINED), UNLESS SUCH SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES AND BLUE SKY LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
CHENIERE ENERGY, INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
The transferability and resale of this Warrant is restricted as set forth
herein and in the related Subscription Agreement (as defined below), a copy
of which may be obtained from the Company (as determined below) at its
principal office.
No. WA-14 Up to 50,000 Shares
THIS CERTIFIES THAT for value received GREAT HERITAGE HOLDINGS, LTD. (the
"Holder") or its registered assigns is the owner of a Warrant to purchase during
the period expiring no later than 5:00 p.m. New York time on September 1, 1999,
the number of fully paid and non-assessable shares of Common Stock, $.003 par
value per share (the "Common Stock"), of Cheniere Energy, Inc., a Delaware
corporation (hereinafter called the "Company"), specified above (the "Warrant
Shares") upon payment of U.S. $3.125 per Warrant Share (the Warrant Price") in
accordance with Section 2 below. This Warrant is issued under, and the rights
represented hereby are subject to, the terms and provisions contained in the
Subscription Agreement dated August 27, 1996, (the "Subscription Agreement")
between the Holder and the Company.
1. Exercise of Warrant. This Warrant may be exercised, from time to time, in
-------------------
whole or in part, at any time prior to the expiration hereof. Upon the exercise
of this Warrant, a Purchase Form substantially in the form attached hereto as
Annex 1 must be properly completed and executed and surrendered to the Company
or its transfer agent. In the event that this Warrant is exercised in respect of
fewer than all of the Warrant Shares. a new Warrant for the remaining number of
the Warrant Shares, substantially in the form hereof, will be issued upon such
exercise and surrender of this Warrant.
If this Warrant shall be surrendered for exercise within any period during
which the transfer
9
books for shares of the Common Stock of the Company or other securities
purchasable upon the exercise of this Warrant are closed for any purpose, the
Company shall not be required to make delivery of certificates for the
securities purchasable upon such exercise until the date of the reopening of
said transfer books.
THIS WARRANT MAY NOT BE EXERCISED BY ANY U.S. PERSON (AS DEFINED IN
REGULATION S PROMULGATED UNDER THIE SECURITIES ACT OF 1933, AS AMENDED).
2. Payment of Purchase Price Upon Exercise. At the time of any exercise of
---------------------------------------
this Warrant the purchase price for the Warrant Shares shall be paid in full to
the Company by check or wire transfer or other immediately available funds.
3. Adjustments. In the event of any change in the outstanding Common Stock
-----------
the Company by reason of any stock recapitalization, merger1 consolidation,
combination or exchange of shares, the kind of shares subject to this Warrant
and their purchase price per share (but not the number of shares) shall be
appropriately adjusted consistent with such change in' such manner as the Board
of Directors of the Company may deem equitable. In the event of a stock dividend
or stock split, the kind of shares, the purchase price per share and number of
shares shall be appropriately adjusted, consistent with such change in such
manner as the Board of Directors may deem equitable. Any adjustments that are
made by the Board of Directors shall be final and binding on the Holder.
4. No Rights of Stockholder. The Holder shall have no rights as a
------------------------
stockholder with respect to any Warrant Shares prior to the date of purchase
thereof and issuance to him of a certificate or certificates for such Warrant
Shares.
5. Compliance With Law and Regulations. The obligation of the Company to
-----------------------------------
sell and deliver the Warrant Shares shall be subject to all applicable federal
and state laws, ru1es regulations and to such approvals by any government or
regulatory agency as may be required. If, at any time, the Board of Directors of
the Company shall determine that (a) the listing, registration or qualification
of the Warrant Shares upon any securities exchange or under any state or federal
law or (b) the consent or approval of any government regulatory body, is
necessary or desirable as a condition to, or in connection with, the offer, sale
and issuance of the Warrant Shares, this Warrant shall not be exercised by the
Holder in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained, free of any conditions
not acceptable to the Board of Directors of the Company.
6. Tax Withholding Requirements. The Company shall have the right to
----------------------------
require the Holder to remit to the Company an amount sufficient to satisfy any
federal, state or local withholding or other tax requirements applicable to any
sale of this Warrant or the issuance and sale of the Warrant Shares prior to the
delivery of any certificate representing this Warrant or any certificate for the
Warrant Shares.
10
7. Fractional Shares. To the extent required, fractional shares of
-----------------
Common Stock shall be issued upon the exercise of this Warrant up to but not
more than the nearest thousandth of a share (.001). The Company shall not be
under any obligation to compensate the Holder in any way for fractional shares
in less than such amounts.
8. Assignment of Warrant. (a) By acceptance of an assignment of this
---------------------
Warrant any assignee agrees and assents to all the terms and provisions thereof
and the relevant terms and provision of the Subscription Agreement.
9. Ownership of Warrant. The Company may deem and treat the person in
--------------------
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any person
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in Section 10 hereof.
10. Transfer of Warrant. The Company agrees to maintain at the
-------------------
office of the Company (or of its transfer agent) books for the registration of
transfers of Warrants, and transfer of this Warrant and all rights hereunder
shall be registered1 in whole or in part, on such books, subject to the
limitations on transfer and resale contained in the Subscription Agreement, upon
surrender of this Warrant at such office, together with an Assignment Form
substantially in the form attached hereto as Annex 2, duly executed by the
Holder or his duly authorized agent or attorney-in-fact, and payment of any
transfer taxes. Upon surrender of this Warrant the Company shall execute and
deliver a new Warrant or Warrants of like tenor and representing in the
aggregate the right to purchase the same number of shares of Common Stock in the
name of the assignee or assignees and in the denominations specified in the
Assignment Form, and this Warrant shall promptly be canceled. Notwithstanding
the foregoing, a Warrant may be exercised by a new holder without having a new
Warrant issued.
11. Division or Combination of Warrants. This Warrant may be divided or
-----------------------------------
combined with other Warrants upon surrender hereof and of any warrant or
Warrants with which this Warrant is to be combined at the office of the Company
(or its transfer agent), together with a written notice specifying the names and
denominations in which the new Warrant or Warrants are to be issued, signed by
the holders hereof and thereof or their respective duly authorized agents or
attorneys-in-fact. Subject to compliance with Section 10 hereof as to any
transfer which may be involved in the division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.
12. Loss, Theft, Destruction, or Mutilation of Warrant Certificates. Upon
---------------------------------------------------------------
receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and, in the case of any
such loss; theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Company, or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant, the Company will make and
deliver, in
11
lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like
tenor and representing the right to purchase the same aggregate number of shares
of Common Stock.
13. Expenses of Delivery of Warrants. The Company shall pay all expenses
--------------------------------
(other than transfer taxes) and other charges payable in connection with the
preparation, issuance and delivery of Warrants and Warrant Shares hereunder.
14. Severability. Whenever possible, each provision of this Warrant will be
------------
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant is held to be prohibited by or invalid
under applicable law. such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Warrant.
15. Descriptive Heading. The descriptive headings of this Warrant are
-------------------
inserted for convenience only and do not constitute a part of this Warrant shall
not be used in the interpretation hereof.
16. Successors and Assigns. This Warrant shall be binding upon any and all
----------------------
successors and assigns of the Company.
17. Governing Law. This warrant shall be construed according to the laws
-------------
of the State of New York without giving effect to the conflict of law provisions
thereof, and all provisions hereof shall be administered according to and its
validity shall be determined under, the laws of such state, except where
preempted by federal laws.
[Remainder of page intentionally left blank.]
12
IN WITNESS WHEREOF, the Company has caused this Warrant to be
exercised by its representative, thereunto duly authorized, as of this 29th day
of August,1996.
CHENIERE ENERGY, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
13
Annex 1
-------
PURCHASE FORM
-------------
Dated
----------------
The undersigned hereby irrevocably elects to exercise the attached
Warrant to the extent of purchasing ___________ shares of Common Stock (as
defined in the attached Warrant) and hereby makes payment in full by check or
wire transfer or other immediately available funds totaling U.S.
$___________________.
INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK
---------------------------------------------
Name
Address
(Please typewrite or print in block letters)
REPRESENTATIONS AND WARRANTIES
------------------------------
In connection with the exercise of the attached Warrant, the
undersigned hereby represents and warrants that:
a. it is not a U.S. person (as defined under Regulation S ("Regulation
S") promulgated under the Securities Act of 1933, as amended (the "Securities
Act") and the attached Warrant is not being exercised on behalf of a U.S. person
(as defined under Regulation S);
b. it recognizes that the shares of Common Stock issuable pursuant to
the attached Warrant have not been registered under the Securities Act and may
not sold, pledged or otherwise transferred except in accordance with the terms
and provisions of the Subscription Agreement (as defined in the attached
Warrant);
c. it has received all material information with respect to Cheniere
Energy, Inc. (the "Company") which it deems necessary in connection with its
decision to exercise the attached Warrant and it has been given an opportunity
to ask questions and receive answers from representatives of the Company;
d. this purchase order for the Common Stock has been originated
outside the United States; and
e. it is purchasing the shares of Common Stock for its own account and
not as a nominee for or for the benefit of a U.S. person or citizen of the
United States (as such terms are defined in Regulation S), and for investment
and not with a view to resale or distribute or any present intention to resell
or distribute, except in compliance with the Securities Act and all applicable
state securities laws.
14
ISSUANCE OF NEW WARRANT
-----------------------
If said number of shares shall not be all the shares issuable upon exercise
of the attached Warrant, a new Warrant is to be issued in the name of the
undersigned for the balance remaining of such shares.
Signature
15
Annex 2
-------
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:
Name
(Please typewrite or print in block 1etters)
Address
the right to purchase Common Stock (as defined in the attached Warrant)
represented by the attached Warrant to the extent of ___________ shares as to
which such right is exercisable and does hereby irrevocably constitute and
appoint _______________________________ Attorney-in-Fact, to transfer the same
on the books of Cheniere Energy, Inc. with full power of substitution in the
premises.
Date 19__
Signature
16