USD ENERGY CORP. Incorporated Under the Laws of the State of Nevada STOCK PURCHASE WARRANT

 

 

The number of shares of Common Stock to be received upon such cashless exercise of this Warrant pursuant to this Section 3(b).

The total number of shares for which this Warrant is exercised pursuant to such cashless exercise (which in no event shall exceed the number of shares as to which the Vesting Date has occurred on or prior to the date of such exercise).

The Market Value (as defined below) of one share of Common Stock.

The Exercise Price (as adjusted to the date of such calculations).

The Warrant Price with respect to the shares of Common Stock is being paid by:

 _____  Wire Transfer in the amount of $  _____ 

 _____  Bank certified, treasurer’s or cashier’s check in the amount of $  _____ 

 _____  Cashless exercise

 

 

 

 

 

 

 

 

 

 

 

Registration. If the Corporation at any time proposes or is required to resister any of its equity securities under the Securities Act or any applicable state securities or blue sky laws, it will each such time give written notice to all Holders of this Warrant and the Warrant Stock, as the case may be, of its intention so to do. Upon the written request of any such Holder given within 20 days after receipt of any such notice and upon the receipt of all required consents, if any, from the Corporation’s securityholders, the Corporation will use its best efforts to cause all such Warrant Stock which such Holders shall have requested be registered to be registered under the Securities Act and any applicable state securities or blue sky laws all to the extent requisite to permit the sale or other disposition by such Holders of the Warrant Stock so registered.

Registration Procedures. Whenever the Corporation is required to use its best efforts to effect the registration of any Warrant Stock under the Securities Act, the Corporation will, as expeditiously as possible (in each case, upon the same terms and conditions the Corporation is otherwise required to effect such registration by the Persons so demanding such registration):

prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such Securities to be registered and use its best efforts to cause such Registration Statement to become and remain effective for a period of not less than one year, provided that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Corporation will furnish to counsel for the Holders of such Securities included in such Registration Statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel,

prepare and file with the Securities and Exchange Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than one year and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the Holders thereof set forth in such Registration Statement,

furnish to each Holder of Securities to be included in such Registration Statement such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in the Registration Statement (including each preliminary Prospectus), and such other documents, as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Securities owned by such Holder,

use every reasonable effort to register or qualify all the Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Securities owned by such Holder covered by such Registration Statement, provided, however, that the Corporation shall not be required to (i) qualify to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction,

notify each Holder of Securities included on such Registration Statement at any time when a Prospectus relating to the Securities of such Holder covered by such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the Statements therein not misleading, and at the request of any such Seller, prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Securities covered by such Registration Statement, such Prospectus will nor contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading,

cause all such Securities covered by such Registration Statement to be listed on each securities exchange on which Securities of the same class are then listed,

provide a transfer agent and registrar for Common not later than the effective date of such Registration Statement,

enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Holders of at least a majority of the Securities included in such Registration Statement pursuant to the provisions of this Agreement or underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Securities (including, without limitation, effecting a stock split or a combination of shares),

make available for inspection by any Holder of Securities included in such Registration Statement, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such Holder who is the Holder of at least 5% of the Securities included in such registration or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation’s officers, directors and employees to supply all information reasonably requested by any such Holder of Securities included in such Registration Statement, underwriter, attorney, accountant or agent in connection with such Registration Statement, and

obtain a cold comfort letter from the Corporation’s independent public accountants and/or a legal opinion letter from the Corporation’s counsel in customary form and covering such matters of the type customarily covered by cold comfort letters or legal opinion letters, as the case may be, as the underwriters or the Holders of at least a majority of the Securities included in such Registration Statement reasonably request.

Registration Expenses. To the fullest extent allocable under applicable state securities and blue sky laws, all expenses incurred in effecting a registration provided for herein, including, without limitation, all registration and filing fees, printing expense, fees and disbursements of counsel for the Corporation, underwriting expenses other than underwriting discounts and commissions, expenses of any audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions pursuant hereto, shall be borne and paid by the Corporation. The fees and disbursements of any one or more law firms who shall be serving as counsel or the Holders of the Warrant Stock shall be borne solely by the Holders of the Warrant Stock.

By the Corporation. In the event of any registration of any of its Securities under the Securities Act as effected pursuant to this Warrant, the Corporation, to the extent permitted by law, shall indemnify and hold harmless the Holders of all Warrant Stock included in such Registration Statement, each underwriter (as defined in the Securities Act), each other Person who participates in the offering of such Securities, and each other Person, if any, who controls (within the meaning of the Securities Act) such Holder of Warrant Stock, underwriter or participating Person, against any losses, claims, damages or liabilities, joint or several, to which such Holder, underwriter, participating Person, or controlling Person may become subject under the Securities Act or any other statute or at common law, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such Securities were registered under the Securities Act, any preliminary Prospectus or final Prospectus contained therein, or any summary Prospectus issued in connection with any Securities being registered, or any amendment or supplement thereto, or (2) any alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such Seller, or any such underwriter, participating Person or controlling Person for any legal or other expenses reasonably incurred by such Holder, underwriter, participating Person or controlling Person in connection with investigating or defending any such loss, damage, liability or action, provided, however, that the

By Holders of Warrant Stock. Each Holder of Warrant Stock, by acceptance thereof, severally and not jointly, indemnifies and holds harmless each other Holder of Warrant Stock and/or the Corporation, its directors and officers, each underwriter (as defined in the Securities Act), and each other Person, if any, who controls (within the meaning of the Securities Act) the Corporation, any underwriter or any Holder, against any losses, claims, damages, or liabilities, joint or several, to which any such other Holder, the Corporation, any such director or officer, any such underwriter, or any such Person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which Warrant Stock is registered under the Securities Act at the request of such Holder, any preliminary Prospectus or final Prospectus contained therein, or any summary Prospectus issued in connection with any such Securities being registered, or any amendment or supplement thereto, or (ii) any alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, in either case to the extent, and only to the extent, that such alleged untrue statement or alleged omission was made in such Registration Statement, preliminary Prospectus, summary Prospectus, Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by such Holder specifically for use therein, and then only to the extent that such alleged untrue statements or alleged omissions by such Holder were not based on the authority of an expert as to which such Holder had no reasonable ground to believe, and did not believe, that the statements made on the authority of such expert were untrue or that there was an omission to state a material fact. Notwithstanding the foregoing provisions of this Section 11(b), no Holder shall be required to pay under such provisions an amount in excess of the proceeds received by such Holder in payment for the Securities sold by such Holder pursuant to the Registration Statement.

Indemnification similar to that specified herein shall be given by the Corporation and each Holder of Warrant Stock (with such modifications as shall be appropriate) covered by any registration or other qualification of Securities under any federal or state securities law or regulation other than the Securities Act with respect to any such registration or other qualification effected pursuant to this Agreement.

Procedure. Any Person which proposes to assert the right to be indemnified hereunder shall, promptly after receipt of notice of commencement of any action, suit or proceeding against such Person in respect of which a claim is to be made against an indemnifying Person hereunder, notify each such indemnifying Person of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. The indemnifying Person shall have the right to investigate and defend any such loss, claim, damage, liability or action and to employ separate counsel in any such, action and to control the defense thereof. The Person claiming indemnification shall have the right to employ separate counsel in any such action and to control the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Person against whom indemnification is sought; provided, however, that notwithstanding the foregoing, in any case when indemnification is sought against the Corporation and (i) the Person seeking indemnification has been advised by counsel that its defenses may be different from those of the Corporation or (ii) the indemnifying person has not proceeded in a timely manner to effect such defense, then the reasonable fees and expenses of counsel for such Person shall be paid by the Corporation and the indemnified Person shall have the right to control the defense of such action, suit or proceeding. In no event shall a Person against whom indemnification is sought hereunder be obligated to indemnify any Person for any settlement of any claim or action effected without the indemnifying Person’s or Corporation’s consent, as the case may be.

Survival. The indemnification Provided for hereunder will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of Securities.

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, however that no Holder of Warrant Stock shall be required to make any representations or warranties or to provide information in the Registration Statement relating to such registration except, in either case, with respect to itself and its intended method of disposition of Warrant Stock.