<PAGE>
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, NOR ANY OTHER SECURITIES ACT, BY ACCEPTING THE
WARRANTS EVIDENCED BY THIS CERTIFICATE ALL SHARES OF STOCK ARE ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE
OF ANY EFFECTIVE REGISTRATION UNDER APPLICABLE SECURITIES LAWS AND ACTS OR AN
EXEMPTION THEREOF. BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS
CERTIFICATE THE SHAREHOLDER HEREOF AGREES TO BE BOUND BY THE RESTRICTIONS
IMPOSED BY LAW.
"B"
WARRANT
For the Purchase of Common Stock, Par Value $.0001 per Share, of
LAKOTA ENERGY, INC.
(Incorporated Under the Laws of the State of Colorado)
Void after 5:00 P.M. February 2, 2001
Warrant to Purchase 22,800 Shares
THIS IS TO CERTIFY that, for value received, H.L. Bolkema ("Underwriter") or
registered assigns, is entitled, subject to the terms and conditions
hereinafter set forth, at any time before 5:00 P.M., eastern time, on February
2, 1999 but not thereafter, to purchase the number of shares set forth above
("Shares") of common stock, par value $1.00 per share at time Warrant was
granted and subsequently amended to $.0001 par value per share ("Common
Stock"), of Lakota Energy, Inc., a Colorado corporation ("Company" or
"Corporation"), from the Company upon payment to the Company of $3.00 per
share ("Purchase Price") if and to the extent this Warrant is exercised, in
whole or in part, during, the Period this Warrant remains in force and to
receive a certificate, or certificates represented (the Shares so purchased,
upon presentation and surrender to the Company of this Warrant, with the form
of subscription attached hereto duly executed, and accompanied by payment of
the Purchase price of each Share purchased
ARTICLE I
TERMS OF THE WARRANT
Section 1.01. Subject to the provisions of this agreement, this Warrant may
be exercised at any time after 9:00 A.M., eastern time on February 3, 1998
("Exercise Commencement Date"), but no later than 5:00 P.M., eastern time, on
February 2, 2001 ("Expiration Time"). If this Warrant is not exercised on or
before the Expiration Time it shall become void, and all rights hereunder
shall thereupon cease.
<PAGE>
Section 1.02. (1) The holder of this Warrant ("Holder") may exercise this
Warrant, in whole or in part, upon surrender of this Warrant with the form of
exercise attached hereto as Exhibit "A" duly executed to the Company at its
office in Atlanta, Georgia, together with the full Purchase Price of $3.00
for each Share to be purchased in lawful money of the United States, or by
certified check, bank draft, or postal or, express money order payable in
United States dollars to the order of the Company, and upon compliance with
and subject to the conditions set forth herein.
(2) Upon receipt of this Warrant with the Exhibit "A" form of exercise duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which the Warrant is then being exercised, the Company shall cause
to be issued certificates for the total number of whole Shares for which this
Warrant is being exercised in such denominations as are required for delivery
to the Holder, and the Company shall thereupon deliver such certificates to
the Holder or its nominee.
(3) In case the Holder shall exercise this Warrant with respect to less than
all of the Shares that may be purchased under this Warrant, the Company shall
execute a new Warrant for the balance of the Shares that may be purchased
upon exercise of this Warrant and deliver such new Warrant to the Holder.
(4) The Company, covenants and agrees that it will pay when due and payable
any and all of the Company's taxes which may be payable in respect of the
issue of this Warrant, or the issue of any Shares upon the exercise of this
Warrant. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issuance or delivery of
this Warrant or of the Shares in a name other than that of the Holder at the
time of surrender, and until the payment of such tax the Company shall not be
required to issue such Shares.
Section 1.03. Prior to due presentment for registration of transfer of this
Warrant, the Company may deem and treat the Holder as the absolute owner of
this Warrant (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary.
Section 1.04. Except per Article II, this Warrant may not be sold,
hypothecated, exercised, assigned or transferred, except to individuals who
are of officers of the Company per Article II or any successor to its
business or pursuant to the laws of descent and distribution, and thereafter
and until its expiration shall be assignable and transferable in accordance
with and subject to the Securities Act of 1933 and all other Federal and
State Securities laws.
Section 1.05. Nothing contained in this Warrant shall be construed as
conferring upon the Holder the right to vote or to consent or to receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever
as a stockholder of the Company.
<PAGE>
Section 1.06. If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall, on such reasonable terms as to indemnity or otherwise as it
may impose (which shall, in the case of a mutilated Warrant, include the
surrender thereto, issue a new Warrant of like denomination and tenor as, and
in substitution for, this Warrant, which shall thereupon become void. Any
such new Warrant shall constitute an additional contractual obligation of the
Company.
Section 1.07, (1) The Company covenants and agrees that at all times it shall
reserve and keep available for the exercise hereof sufficient authorized
Shares to permit the exercise in full of this Warrant.
(2) Prior to the issuance of any Shares upon exercise of this Warrant, the
Company may, but not required, to secure the listing of such Shares upon any
securities exchange or automated quotation system upon which the shares of
the Company's Common Stock are listed for trading.
(3) The company covenants that all Shares when issued upon the exercise of
this Warrant will be validly issued, fully paid, and non-assessable.
ARTICLE II
COMPANY'S RIGHT TO CALL WARRANT
Section 2.01. (1) By resolution of its Board of Directors, the Corporation
may call this warrant at any time and from time to time on, or after February
3, 1998, in whole or in part, by paying to the registered owner, or owners
hereof the sum of $.0001 per share.
(2) The Corporation shall give notice of its election to call this Warrant by
mailing a copy of such notice, postage prepaid, to the registered owner or
owners hereof, not less than 30 or more than 90 days prior to the date
designated as the date for the call, addressed to their respective addresses
appearing on the books of the Corporation. Failure to give notice, or any
defect in a notice or in the mailing thereof, will not affect the validity of
the call.
(3) If only a portion of the warrants of the same tenor as this Warrant then
outstanding is to be called at a given time, the Corporation shall select the
warrants to be called in whatever manner the Board of Directors of the
Corporation determines. Subject to the provisions and limitations contained
herein, the Board of Directors shall have full power and authority to
prescribe the manner in which the terms and conditions upon which this
Warrant shall from time to time be callable.
(4) On and after the date of call specified in the notice, the owner or
owners of this Warrant shall be entitled to receive the call price of $.0001
per share, upon presentation and surrender of this Warrant at the place
designated in the notice. If called the registered owners agree to execute
all documents required by the Corporation to transfer the warrants to the
Corporation.
<PAGE>
(5) From and after the date of call specified in the notice (unless the
Corporation defaults in providing money for the payment of the call price),
all rights of the holder or holders hereof as a warrant holder in the
Corporation shall cease, except for the right to receive the call price
hereof without interest and this Warrant shall be available for sale,
transfer and/or issuance of stock by the Company.
ARTICLE III
REGISTRATION UNDER THE SECURITIES ACT OF 1933
Section 3.01. This Warrant and the Shares of Common Stock issuable upon
exercise of this Warrant have not been registered under the Securities Act of
1933, nor any other securities act. Upon exercise, in part of in whole, of
this Warrant, the Shares shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, NOR ANY OTHER SECURITIES ACT, BY ACCEPTING THE
WARRANTS EVIDENCED BY THIS CERTIFICATE ALL SHARES OF STOCK ARE ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE
OF ANY EFFECTIVE REGISTRATION UNDER APPLICABLE SECURITIES LAWS AND ACTS OR AN
EXEMPTION THEREOF, BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS
CERTIFICATE THE SHAREHOLDER HEREOF AGREES TO BE BOUND BY THE RESTRICTIONS
IMPOSED BY LAW.
ARTICLE IV
OTHER MATTERS
Section 4.01. All the covenants and provisions of this Warrant by or for the
benefit of the Company shall bind and inure to the benefit of its successors
and assigns hereunder.
Section 4.02. The validity, interpretation and performance of this Warrant
shall be governed by the laws of the State of Colorado.
Section 4.03. Notices or demands pursuant to this Warrant to be given or made
by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, until another address is designated in writing by the
Company, as follows:
Lakota Energy, Inc.
2849 Paces Ferry Road, Suite 710
Atlanta, GA 30339
<PAGE>
Notices to the Holder provided for in this Warrant shall be deemed given or
made by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at his last known
address as it shall appear on the books of the Company.
Section 4.04. Nothing in this Warrant expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the Company
and the Holder any right, remedy or claim under promise or agreement hereof,
and all covenants, conditions, stipulations, promises and agreements combined
in this Warrant shall be for the sole and exclusive benefit of the Company
and its successors and of the Holder, its successors and, if permitted, its
assignees.
Section 4.05. The Article headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under
its corporate seal as of the 23rd day of March, 1998.
LAKOTA ENERGY, INC.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------- ------------------------- [SEAL]
Secretary President
<PAGE>
EXHIBIT "A"
The undersigned hereby: (1) irrevocably subscribes for and offers to purchase
_______ shares of Common Stock of Lakota Energy, Inc., pursuant to the "B"
warrant to which this Exhibit is attached, (2) encloses payment of
___________ for these shares at price of $3.00 per share; and (3) requests
that a certificate for the shares be issued in the name of the undersigned at
the address specified below.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, NOR ANY OTHER SECURITIES ACT, BY ACCEPTING THE
WARRANTS EVIDENCED BY THIS CERTIFICATE ALL SHARES OF STOCK ARE ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE
OF ANY EFFECTIVE REGISTRATION UNDER APPLICABLE SECURITIES LAWS AND ACTS OR AN
EXEMPTION THEREOF, BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS
CERTIFICATE THE SHAREHOLDER HEREOF AGREES TO BE BOUND BY THE RESTRICTIONS
IMPOSED BY LAW.
Dated this _____ day of ______________, ____.
--------------------------------
Signature
--------------------------------
Print Name
ADDRESS:
--------------------------------
--------------------------------
Signature Guaranteed by:
--------------------------------
<PAGE>
LAKOTA ENERGY, INC.
ASSIGNMENT
(To be executed by the registered holder to effect a transfer of the
Foregoing Warrant to the Company)
FOR VALUE RECEIVED,
H. L. Bolkema
hereby sells, assigns and transfers unto the within Warrant and all of the
rights represented thereby, and does hereby irrevocably constitute and
appoint ________________ Attorney, to transfer said Warrant on the books of
the Company, with full power of substitution.
Dated:
------------ -----------------------------------
Signature of Holder
Signature guaranteed:
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