EXHIBIT 10.4
CHENIERE ENERGY OPERATING CO., INC.
Two ▇▇▇▇▇ Center
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
As of June 14, 1996
To Each of the Purchasers Named on
Schedule A Hereto:
Ladies and Gentlemen:
Cheniere Energy Operating Co., Inc., a Delaware corporation (the
"Company"), hereby agrees with you as follows:
SECTION 1. PURCHASE AND SALE OF SECURITIES
1.1 Description of Securities. The undersigned Purchasers hereby severally
agree to purchase from the Company, and the Company agrees to sell to the
Purchasers for a purchase price set forth on Schedule A hereto, totalling an
aggregate purchase price of Four Hundred Twenty-Five Thousand Dollars
($425,000), such amount of the following securities (collectively, the
"Securities") as set forth on Schedule A:
(a) $425,000 aggregate principal amount of promissory notes of the Company
(individually, a "Note" and collectively, the "Notes"); and
(b) common stock purchase warrants (individually, a "Warrant" and
collectively, the "Warrants") exercisable for an aggregate of 14.166667
shares of common stock, no par value, of the Company (the "Common Stock")
and exchangeable for common stock purchase warrants exercisable for an
aggregate of 141,666.67 shares of common stock, $.003 par value per share,
of BEXY Communications, Inc. ("BEXY"), assuming consummation of the
transactions contemplated by that certain Agreement and Plan of
Reorganization dated as of April 16, 1996 by and among the Company and the
stockholders of the Company, on the one hand, and BEXY and ▇▇▇▇▇ ▇▇▇▇▇, on
the other hand.
1.2 Terms of the Notes. The Company shall pay the principal amount of each
Note plus interest on the unpaid principal balance in accordance with the terms
and conditions of the Note, a form of which is attached as Exhibit A hereto.
1.3 Terms of the Warrants. Each Warrant shall be governed by a Warrant
Agreement, a form of which is attached as Exhibit B hereto (the "Warrant
Agreement").
SECTION 2. REPRESENTATIONS
2.1 Purchaser's Representations. Each Purchaser represents to the Company that
you are authorized to enter into this Agreement and the Warrant Agreement, to
perform your obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. You further represent that you
are purchasing the Securities to be purchased by you for your own account and
with no intention of distributing or reselling such Securities or any part
thereof, or any interest therein, in any transaction that would be in violation
of the securities laws of the United States of America, or the securities laws
of any applicable state thereof, without prejudice, however, to your right at
all times to sell or otherwise dispose of all or any part of such Securities
pursuant to an effective registration statement under the Securities Act of 1933
(the "Securities Act") and applicable state securities laws, or under an
exemption from such registration available under the Securities Act and
applicable state securities laws, and subject, nevertheless, to the disposition
of your property being at all times within your control.
You further represent that either (i) you are an "accredited investor"
within the meaning of Rule 501 under the Securities Act or (ii) by reason of
your business and financial experience and the business and financial experience
of those retained by you to advise you with respect to your investment in the
Securities, you, together with such advisors, have such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment, and
are able to bear the economic risk of such investment and, at the present time
are able to afford a complete loss of such investment.
2.2 Company's Representations. The Company represents and warrants to you as
follows:
(a) The Company is a corporation, duly organized and existing and in
good standing under the laws of the State of Delaware and has full power and
authority to enter into and to perform its obligations under this Agreement, the
Warrant Agreements, the Warrants and the Notes and to issue the Securities (and
any shares of Common Stock issuable upon exercise of the Warrants).
(b) The Company has taken all actions necessary to authorize it to
enter into and perform its obligations under this Agreement, the Warrant
Agreement, the Warrant and the Note and to consummate the transactions
contemplated hereby and thereby. This Agreement, the Warrant Agreement, the
Warrant and the Note are legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
subject, as to enforcement only, to bankruptcy, insolvency, reorganization,
moratorium or similar laws at the time in effect affecting the enforceability of
the rights of creditors generally.
(c) The authorized capital stock of the Company is 2,000 shares of
Common Stock of which 825 shares of Common Stock is issued and outstanding. The
Company has reserved twenty one (21) shares of Common Stock for issuance upon
exercise of the Warrants. The shares of Common Stock issuable upon exercise of
the Warrants have been duly authorized for issuance by the Company and, when
issued and delivered against payment therefor as
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contemplated by the Warrant Agreement to be executed by each Purchaser, will be
validly issued, fully paid and non-assessable, free and clear of all liens,
claims and other encumbrances.
(d) The offer and sale of the Securities hereunder is exempt from the
registration requirements of the Securities Act either pursuant to Section 4(2)
thereof or Regulation D promulgated thereunder.
SECTION 3. EVENTS OF DEFAULT
3.1 The term "Event of Default" shall mean any of the following events:
(a) The Company shall default in the payment when due of any principal
of or interest on any Note; or
(b) The Company shall (x) become insolvent or generally fail to pay,
or admit in writing its inability to pay, its debts as they become due, (y)
apply for, consent to or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for the Company or for a substantial part of the
property of the Company and such trustee, receiver, sequestrator or other
custodian shall not be discharged within 60 days or (z) permit or suffer to
exist the commencement of any bankruptcy, reorganization, debt arrangement or
other case or proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect of the Company,
and if such case or proceeding is not commenced by the Company or shall result
in the entry of an order for relief or shall remain for 60 days undismissed.
3.2 If any Event of Default described in clause (a) shall occur and be
continuing, the holders of the Notes may, upon notice or demand, declare all or
any portion of the outstanding principal amount of the Notes to be due and
payable and if any Event of Default described in clause (b) shall occur, the
outstanding principal amount of all outstanding Notes shall automatically be and
become immediately due and payable, without notice or demand.
SECTION 4. PENALTIES FOR NON-PAYMENT
If the Company shall not have paid all principal and accrued and
unpaid interest on the Notes on the date on which such is due, the holders of
Notes shall be entitled to receive, in addition to all amounts otherwise payable
with respect to the Notes, a late charge equal to five percent (5%) per annum of
the total amount due and shall be entitled to receive additional Warrants to
purchase three (3) additional shares of Common Stock for each month or partial
month in which payment in full is not made up to a total additional amount of
twelve (12) shares of Common Stock, having the same exercise period measured
from the date of issuance of each Warrant and the same exercise price as set
forth in the Warrant Agreement. The additional Warrants shall be allocated pro
rata to the holders of Notes in accordance with the percentage (rounded to the
nearest ten thousandth) that the principal amount of the Note(s) held by each
holder bears to the total principal amount of all outstanding Notes.
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SECTION 5. MISCELLANEOUS
5.1 All notices and other communications provided for or permitted hereunder
shall be made by hand delivery, first class mail postage prepaid or telecopier:
(a) if to a Purchaser at the address set forth on Schedule A hereto;
(b) if to the Company at its address set forth on the first page of
this Agreement with a copy to ▇▇▇▇▇▇▇ Breed ▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. Brighton, Jr., Esq.
All such notices and communications shall be deemed to have been duly
given: when delivered, if personal delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
telecopied.
5.2 This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties.
5.3 This Agreement and the Warrant Agreements, Warrants and Notes may be
amended, modified or supplemented with the consent of each of the parities to
the respective agreements, instruments or other documents.
5.4 This Agreement may be signed in counterparts, each of which shall be deemed
and original and all of which taken together shall be deemed one and the same
agreement.
5.5 This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (without giving effect to the conflict of law
provisions thereof).
5.6 This Agreement, together with the Warrant Agreements, Warrants and Notes,
are intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein.
5.7 If any one or more of the provisions contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired or affect, it being intended by the parties that the
rights and privileges of the parties hereunder shall be enforceable to the
fullest extent permitted by law.
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If this Agreement is satisfactory to you, please complete and sign
Schedule A to indicate your acceptance, which Schedule A shall constitute a
counterpart of this Agreement, and returning such counterpart to the Company
whereupon this Agreement will become binding between us in accordance with its
terms.
Very truly yours,
CHENIERE ENERGY OPERATING CO., INC.
By: ______________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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SCHEDULE A
NAME AND ADDRESS OF PRINCIPAL NO. OF PURCHASE
PURCHASERS AMOUNT OF NOTE WARRANTS PRICE
Name:
Address:
Fax No.:
Tel. No.:
Signature
--------------------------------------------
Name:
Date: June 14, 1996
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EXHIBIT A
PROMISSORY NOTE
$______________
FOR VALUE RECEIVED, the undersigned, CHENIERE ENERGY OPERATING CO.,
INC., a corporation, organized under the laws of Delaware (hereinafter called
the "Maker"), promises to pay to the order of _________________ (the "Lender"),
or its successors or assigns, by payment to Lender, at ________________________
____________________________________________________________ or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of ______________________________________ ($______________), plus
interest on the principal balance thereof from time to time outstanding at a
rate which is at all times eight percent (8%) per annum, on that date which is
ninety (90) days from the date hereof, when the entire principal balance hereof,
all accrued and unpaid interest thereon and all other applicable fees, costs and
charges, if any, shall be due and payable in full. Interest hereon shall be
calculated on the basis of the actual number of days elapsed in a 360-day year.
All payments of principal and/or interest hereon shall be payable in lawful
money of the United States and in immediately available funds.
In the event that any payment of principal and/or interest is not
actually received by the holder hereof within ten (10) days of the date such
payment is due, the Maker agrees to pay a late charge of an amount equal to five
percent (5%) per annum of the outstanding principal amount, calculated on the
basis of the actual number of days elapsed in a 360-day year, in addition to
interest as set forth above.
All payments received hereon shall be applied first to late charges,
if any, then to interest and then to principal.
This Note may be prepaid, in whole or in part, at any time without
penalty. Any partial prepayments shall not, however, relieve the Maker of the
obligation to pay principal and/or interest hereunder as and when the same would
otherwise fall due.
Maker hereby (i) waives presentment, demand, protest and notice of
presentment, notice of protest and notice of dishonor of this debt and each and
every other notice of any kind respecting this Note, (ii) agrees that the holder
hereof, at any time or times, with notice to it and its consent, may grant
extensions of time, without limit as to the number or the aggregate period of
such extensions, for the payment of any principal and/or interest due hereon,
and (iii) to the extent not prohibited by law, waives the benefit of any law or
rule of law intended for its advantage or protection as an obligor hereunder or
providing for its release or discharge from
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liability hereon, in whole or in part, on account of any facts or circumstances
other than full and complete payment of all amounts due hereunder.
The Maker promises to pay all costs of collection, including
reasonable attorneys' fees, upon default in the payment of the principal of this
Note or interest hereon when due, whether at maturity, as herein provided, or by
reason of acceleration of maturity under the terms hereof, whether suit be
brought or not.
This Note is one of the Notes contemplated by that certain agreement
dated as of June 14, 1996 (the "Agreement") between the Maker and the holder.
This Note incorporates by reference the terms of the Agreement, including, but
not limited to, the terms thereof relating to Events of Default.
In the event any one or more of the provisions contained in this Note
or the Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Note, but this Note shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
This Note may not be changed orally, but only by an agreement in
writing signed by the parties against whom enforcement of any waiver, change,
modification or discharge is sought.
The Maker warrants and represents that the loan evidenced hereby is
being made for business or investment purposes.
This Note shall be governed in all respects by the laws of the State
of New York and shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns (without giving
effect to the conflict of law provisions thereof).
Any judicial proceeding brought against Maker on any dispute arising
out of this Note or any matter related hereto may be brought in the courts of
the State of New York in New York City, or in the United States District Court
of the Southern District of New York, and, by execution and delivery of this
Note, Maker accepts for itself the exclusive jurisdiction of the aforesaid
courts, waives any objections to such jurisdiction on the grounds of venue of
forum non conveniens and any similar grounds, consents to service of process by
mail or in any other manner permitted by law, and irrevocably agrees to be bound
by any judgment rendered thereby in connection with this Note.
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Maker waives all right to trial by jury in any action, suit or
proceeding brought to enforce or defend any right or remedies under this Note,
whether sounding in contract or tort or otherwise.
CHENIERE ENERGY
OPERATING CO., INC.
[Corporate Seal]
ATTEST: By:___________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
By:________________________________
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EXHIBIT B
WARRANT AGREEMENT
WARRANT AGREEMENT (this "Agreement") is made as of June 14, 1996 by
and between CHENIERE ENERGY OPERATING CO., INC., a Delaware corporation ("the
Company"), and _____________________ (the "Holder").
PRELIMINARY RECITALS
A. The Company desires to issue to Holder a right to purchase shares
of common stock, no par value per share (the "Common Stock"), of the Company in
consideration of value received by the Company from Holder, as set forth in that
certain agreement dated as of June 14, 1996 (the "Purchase Agreement") between
the Company and the Holder with respect to the purchase by Holder of a
promissory note and common stock purchase warrant of the Company.
▇. ▇▇▇▇▇▇ desires to participate in the future growth prospects of
the Company and is willing to accept and receive a right to purchase shares of
Common Stock of the Company, on the terms and subject to the conditions set
forth below.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Holder agree as follows:
1. GRANT OF WARRANT. The Company hereby grants to Holder a warrant
to purchase up to ____________ shares of Common Stock at the purchase price of
________ per share (the "Warrant"), such Warrant to be exercisable as
hereinafter provided, evidenced by a warrant certificate in the form attached as
Exhibit A hereto (the "Warrant Certificate").
2. EXERCISE PERIOD. Subject to the other terms of this Agreement
regarding the exercisability of the Warrant, the Warrant shall be exercisable
during the period (the "Exercise Period") commencing on the date hereof and
expiring on June 14, 1999.
3. EXERCISE OF WARRANT
(a) This Warrant may be exercised, from time to time, in whole or in
part, at any time prior to the expiration thereof. Any exercise shall be
accompanied by written notice to the Company specifying the number of shares as
to which this Warrant is being exercised, in the form attached to the Warrant
Certificate. Notations of any partial exercise or instalment exercise, shall be
made by the Company and attached as a schedule hereto.
(b) The Company shall issue the Warrant Certificate or certificates
evidencing the Warrant Shares within fifteen (15) days after receipt of such
notice and payment as hereinafter provided.
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4. PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of any
exercise of the Warrant the purchase price for the Warrant Shares shall be paid
in full to the Company by check or other immediately available funds.
5. PURCHASE FOR INVESTMENT; RESALE RESTRICTIONS. The Holder hereby
represents, and each assignee of Holder as a condition to transfer shall
represent, that he is acquiring or will acquire the Warrant and the Warrant
Shares for his own account, for investment only with no present intention of
distributing or reselling such securities or any part thereof. Unless at the
time of the acquisition of the Warrant or the exercise of the Warrant, as the
case may be, there shall be, in the opinion of counsel for the Company, a valid
and effective registration statement under the Securities ▇▇▇ ▇▇▇▇ ("1933 Act")
and appropriate qualification and registration under applicable state securities
laws relating to the Warrant or the Warrant Shares, as the case may be, the
Holder shall, prior to the assignment of the Warrant or upon exercise of the
Warrant or any portion thereof, as the case may be, give a representation that
he is acquiring such Warrant or Warrant Shares, as the case may be, for his own
account, only for investment and not with the view to the resale or distribution
of any of such securities. In the absence of such registration statement, the
Holder shall execute a written affirmation, in form reasonably satisfactory to
the Company, of such investment intent. The Holder further agrees that he will
not sell or transfer the Warrant or any Warrant Shares, as the case may be,
until he requests and receives an opinion from the Company's counsel, or other
counsel reasonably satisfactory to the Company, to the effect that such proposed
sale or transfer will not result in a violation of the 1933 Act or a
registration statement covering the sale or transfer of the Warrant or Warrant
Shares, as the case may be, has been declared effective by the Securities and
Exchange Commission ("SEC"), or he obtains a no action letter from the SEC with
respect to the proposed transfer. There shall be stamped on the certificate(s)
representing the Warrant or Warrant Shares, as the case may be, an appropriate
legend giving notice of the acquisition of such Warrant or Warrant Shares, as
the case may be, for investment and the restriction on their transfer by reason
thereof.
6. EXCHANGE FOR BEXY WARRANTS. Holder agrees to exchange this
Warrant for a warrant to purchase shares of common stock, $.003 par value per
share ("BEXY Stock"), of BEXY Communications, Inc. ("BEXY") at the closing (the
"Closing") of the reorganization of BEXY contemplated by that certain Agreement
and Plan of Reorganization dated as of April 16, 1996 ("Reorganization
Agreement") among the Company, the stockholders of the Company, BEXY and ▇▇▇▇▇
▇▇▇▇▇. At the Closing, Holder shall present and deliver the Warrant, together
with a properly completed assignment, to BEXY and, upon execution and delivery
of a warrant agreement between Holder and BEXY, receive a warrant to purchase
BEXY Stock (the "BEXY Warrant"). The BEXY Warrant received by Holder shall be
exercisable for ten thousand (10,000) shares of BEXY Stock for each share of
Common Stock for which the Warrant may be exercised. The purchase price for each
share of BEXY stock shall be $3 per share and shall have the same Exercise
Period as the Warrant and other terms that are substantially the same as the
Warrant.
7. 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 shares.
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8. COMPLIANCE WITH LAW AND REGULATIONS. This Agreement and the
obligation of the Company to sell and deliver the Warrant and 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 in connection with, the offer, sale and issuance of the Warrant
Shares, the Warrant shall not be exercised by the Holder in whole or in part
unless such listing, registration, qualification, consent, approval or agreement
shall have been effected or obtained, free of any conditions not acceptable to
the Board of Directors of the Company.
9. 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 the
sale of the Warrant or the issuance and sale of the Warrant Shares prior to the
delivery of any Warrant Certificate or Certificates for the Warrant Shares.
10. FRACTIONAL SHARES. To the extent required, fractional shares of
stock shall be issued upon the exercise of this Warrant up to but not more than
the nearest one millionth of a share (.000001). The Company shall not be under
any obligation to compensate the Holder in any way for fractional shares in less
than such amounts.
11. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement 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 Agreement.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all of such counterparts taken together will constitute one and the
same Agreement.
13. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this Agreement
and shall not be used in the interpretation hereof.
14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon any
and all successors and assigns of the parties.
15. AMENDMENTS. This Agreement may not be modified, amended,
altered, or supplemented except upon the execution and delivery of a written
agreement executed by Holder and the Company.
16. GOVERNING LAW. This Agreement shall be construed according to the
laws of the State of Delaware without giving effect to the conflict of law
provisions thereof, and all
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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.
17. NOTICES. Any notices or other communications required or
permitted hereunder shall be given in the manner set forth in the Purchase
Agreement.
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IN WITNESS WHEREOF the parties have executed this Agreement as the
date first written above.
CHENIERE ENERGY OPERATING CO., INC.
By__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
HOLDER
By:_________________________________
Name:
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Exhibit A (to
Cheniere Energy
Operating Co., Inc.
Warrant Agreement)
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE
SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
CHENIERE ENERGY OPERATING CO., INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
The transferability of this Warrant is restricted as set forth in the
related Warrant Agreement, a copy of which may be obtained from the Company
at its principal office.
No.: Up to ___ Share
THIS CERTIFIES THAT for value received _______________ (the "Holder")
or 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 June 14, 1999, the number of
fully paid and non-assessable shares of Common Stock, no par value per share
(the "Common Stock"), of Cheniere Energy Operating Co., Inc., a Delaware
corporation (hereinafter called the "Company"), specified above upon payment of
the Warrant Price (as defined below) set forth in the warrant agreement between
the Company and the Holder (the "Warrant Agreement").
As provided in the Warrant Agreement, certain adjustments may be made
in the sole discretion of the Board of Directors of the Company in the number of
shares of Common Stock issuable upon exercise of this Warrant in the event of
the change in the number of shares of Common Stock of the Company outstanding by
reason a stock split, combination of stock or stock dividend in such manner as
the Board of Directors may deem equitable.
Reference is made to that certain Agreement and Plan of Reorganization
dated as of April 16, 1996 (the "Reorganization Agreement") among the Company,
the Stockholders of the Company listed on Schedule A to the Reorganization
Agreement, BEXY Communications, Inc. ("BEXY") and ▇▇▇▇▇ ▇▇▇▇▇ and the Warrant
Agreement. Capitalized terms used herein without definition shall have the same
meanings as ascribed to them in the Reorganization Agreement. Pursuant to
Section 1.2.2 of the Reorganization Agreement and Section 7 of the Warrant
Agreement, each Cheniere Warrant shall be exchanged at the Closing for a BEXY
Warrant pursuant to a formula whereby the right to purchase one (l) Cheniere
Share at a
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purchase price of $30,000 per share shall be exchanged for the right to purchase
ten thousand (10,000) shares of BEXY Stock at a purchase price of $3 per share.
Upon exchange for a BEXY Warrant, the form of assignment attached hereto must be
properly completed and executed and surrendered to BEXY.
The warrant price per share (hereinafter called the "Warrant Price")
shall be $30,000. As provided in the Warrant Agreement, the Warrant Price is
payable upon the exercise of this Warrant, in cash by check or other immediately
available funds.
Upon the exercise of this Warrant, the form of election to purchase
attached hereto 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 such shares, a new Warrant for the remaining number
of such shares, substantially in the form hereof, will be issued on such
surrender.
This Warrant is issued under, and the rights represented hereby are
subject to, the terms and provisions contained in the Warrant Agreement. By
acceptance of an assignment of this Warrant any assignee agrees and assents to
all the terms and provisions of the Warrant Agreement. Reference is hereby made
to terms and conditions of the Warrant Agreement for a more complete statement
of the rights and limitations of rights of the registered holder hereof and the
rights and obligations of the Company thereunder, which terms and conditions are
incorporated herein by reference. Copies of the Warrant Agreement are on file at
the principal office of the Company.
The Company shall be required upon the exercise of this Warrant to
issue fractions of shares only up to the nearest one millionth of a share
(.000001).
This Warrant is transferable at the office of the Company (or of its
transfer agent) by the registered holder hereof in person or by attorney-in-fact
duly authorized in writing, but only in the manner and subject to the
limitations provided in the Warrant Agreement, and upon surrender of this
Warrant, proper completion and delivery of an assignment in the form attached
hereto and the payment of any transfer taxes. Upon any such transfer, a new
Warrant, or new Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Common Stock will be issued to the transferee in exchange for this Warrant.
This Warrant when surrendered at the office of the Company (or of its
transfer agent) by the registered holder hereof, in person or by attorney duly
authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of shares of Common Stock.
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 exercise of this Warrant are closed for
any purpose, the Company shall
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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.
The Holder this Warrant shall not be entitled to any of the rights of
a stockholder of the Company prior to the exercise hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its representative, hereunto duly authorized, as of this 14th day of June,
1996.
CHENIERE ENERGY OPERATING CO., INC.
By:______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
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Annex 1
PURCHASE FORM
Dated _____________, 19_____
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common Stock and hereby makes
payment in full by check or other immediately available funds totaling
$____________.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name________________________________________________________
(Please typewrite or print in block letters)
Address_____________________________________________________
Signature___________________________________________________
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 represented by this Warrant to the extent of
__________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint __________________________, Attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.
Date______________, 19__
Signature___________________________________________________
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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 represented by this Warrant to the extent of
_________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _________________________, Attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.
Date June 14, 1996
Signature _____________________________________________________
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
Name BEXY Communications, Inc.
---------------------------------------------------
(Please typewrite or print in block letters)
Address ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
the right to purchase Common Stock represented by this Warrant to the extent of
_________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _________________________, Attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.
Date July 3, 1996
Signature________________________________________________
20
