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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
------
DOUBLE EAGLE PETROLEUM AND MINING CO.
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(Name of Issuer)
$.10 Par Value Common Stock
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(Title of Class of Securities)
258570 20 9
-----------------------------------------------------
(CUSIP Number)
Thomas J. Vessels and Tina H. Vessels
180 Marion Street
Denver, CO 80218
(303) 778-6790
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 25, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13a-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
<PAGE>
SCHEDULE 13D
CUSIP No. 258570 20 9
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Vessels ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
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NUMBER OF | | SOLE VOTING POWER
SHARES | | 186,000 (1)
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | | SHARED VOTING POWER
EACH | | -0-
REPORTING |-----------------------------------------------------------------
WITH | | SOLE DISPOSITIVE POWER
| | 186,000 (1)
|-----------------------------------------------------------------
| | SHARED DIPOSITIVE POWER
| | -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY
7.9% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- --------
1 Includes warrants to purchase 75,000 shares and options to purchase 36,000
shares of common stock.
2 Includes shares beneficially owned by spouse.
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 258570 20 9
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tina H. Vessels ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
- --------------------------------------------------------------------------------
NUMBER OF | | SOLE VOTING POWER
SHARES | | 150,000 (3)
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | | SHARED VOTING POWER
EACH | | -0-
REPORTING |-----------------------------------------------------------------
WITH | | SOLE DISPOSITIVE POWER
| | 150,000 (3)
|-----------------------------------------------------------------
| | SHARED DIPOSITIVE POWER
| | -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY
7.9% (4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- ----------
3 Includes warrants to purchase 75,000 shares of common stock.
4 Includes shares beneficially owned by sopuse.
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices of Issuer:
Double Eagle Petroleum And Mining Co.
777 Overland Trail (P.O. Box 786)
Casper, WY 82601
(b) Title and Class of Equity Securities: $.10 Par Value Common Stock
Item 2. Identity and Background.
(a) Name of Person Filing:
Thomas J. Vessels
Tina H. Vessels
(b) Residence Address:
180 Marion St.
Denver, CO 80218
(c) Present Principal Occupation:
Private oil and gas investments
c/o Tundra Resources LLC
1610 Wynkoop St., Suite 100
Denver, CO 80202
(d) Criminal Proceedings:
During the last five years neither reporting person has been convicted
in any criminal proceeding.
(e) Civil Proceedings:
During the last five years neither reporting person has been party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person would have been subject
to any judgment, decree or final order enjoining future violations of
or prohibiting or mandating activities subject to Federal or State
securities laws finding any violation with respect to such laws.
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration.
On November 25, 1998, each reporting person purchased 150,000 units at
$1.375 per unit from Issuer pursuant to a Subscription and
Registration Rights Agreement. The consideration paid consisted of
personal funds of reporting persons. Each unit consists of one share
of Issuer's $.10 par value common stock and one Warrant to purchase
one share at $1.375 per share. The warrants are exercisable on or
before October 16, 2003 and are subject to redemption by Issuer on and
after April 26, 2001. Contemporaneously, Thomas J. Vessels entered
into a Consulting Agreement with Issuer and as consideration therefor
Issuer granted Mr. Vessels options to purchase 36,000 shares of
Issuer's $.10 par value common stock at $1.375 exercisable on or
before October 16, 2001.
<PAGE>
Item 4. Purpose of the Transaction.
Reporting persons have acquired the securities covered by this
Schedule for investment purposes. They have no plans or proposals that
relate to or would result in any of the circumstances described in
subparagraphs (a) to (j) of Item 4 of Schedule 13D except (i) with
respect to Item 4(a), the consulting agreement with Mr. Vessels
contemplates that if renewed beyond the initial term (expiring January
31, 2000) Mr. Vessels shall be entitled to such additional
compensation in the form of options, shares, cash or other
compensation as shall be mutually agreed to with Issuer, and (ii) with
respect to Item 4(d), Mr. Vessels has been nominated to stand for
election to Issuer's board of directors at the shareholder meeting to
be held on January 20, 1999.
Item 5. Interests in Securities of the Issuer.
(a) See Cover Page. Items 11 and 13 incorporated by Reference.
(b) See Cover Page. Items 7, 8, 9 and 10 incorporated by Reference.
(c) Recent Transactions: N/A
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in this Schedule, there is no contract,
arrangement, understanding or relationship between any reporting
person or between such person and any other person with respect to the
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
(a) Subscription and Registration Rights Agreement between Thomas J.
Vessels and Double Eagle Petroleum And Mining Co.
(b) Subscription and Registration Rights Agreement between Tina H.
Vessels and Double Eagle Petroleum And Mining Co.
(c) Stock Warrant Agreement between Thomas J. Vessels and Double
Eagle Petroleum And Mining Co.
(d) Stock Warrant Agreement between Tina H. Vessels and Double Eagle
Petroleum And Mining Co.
(e) Consulting Agreement between Thomas J. Vessels and Double Eagle
Petroleum And Mining Co.
(f) Stock Option Agreement between Double Eagle Petroleum And Mining
Co. and Thomas J. Vessels.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 7, 1998.
By: /s/ THOMAS J. VESSELS
----------------------------
Thomas J. Vessels
Dated: December 7, 1998.
By: /s/ TINA H. VESSELS
----------------------------
Tina H. Vessels
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
(Thomas J. Vessels)
Double Eagle Petroleum And Mining Co.
777 Overland Trail
Casper, WY 82602
Gentlemen and Ladies:
The undersigned desires to invest in Double Eagle Petroleum And Mining Co.
(the "Company") on the terms and conditions described in this Subscription And
Registration Rights Agreement (the "Subscription Agreement") and the Company's
letter dated November 24, 1998 (the "Company Letter"). Pursuant to the terms
described in the Company Letter and this Subscription Agreement, the Company is
offering to subscribers a minimum of $206,250 and a maximum of $515,625 of units
(the "Units") at a price of $1.375 per Unit (the "Unit Offering"). Each Unit
consists of one share of the Company's $.001 par value common stock (the "Common
Stock") and one Warrant to purchase one share of Common Stock for $1.375 per
share until October 16, 2003. The form of Warrant Agreement with respect to the
Warrants is attached to and made a part of this Subscription Agreement as
Exhibit A. The Units, including the Common Stock and the Warrants constituting
the Units, and the Common Stock issuable upon the exercise of the Warrants
included in the Units are referred to collectively as the "Securities".
1. Subscription
Subject to and in accordance with the terms and conditions of this
Subscription Agreement, the undersigned hereby offers to purchase 75,000 Units.
The undersigned hereby delivers to the Company the full purchase price for the
subscription for the Units in the form of a check or wire transfer to the
Company. The undersigned understands and agrees that this Subscription Agreement
constitutes the binding obligation of the undersigned to deliver the full
purchase price to the Company for the portion of the subscription accepted by
the Company. Promptly after receipt of this Subscription Agreement, the
undersigned will be notified promptly by the Company whether the undersigned's
subscription has been accepted.
2. Representations And Warranties Of The Undersigned
The undersigned hereby represents and warrants to, and agrees with, the
Company as follows:
(a) (i) the undersigned can bear the economic risk of losing the
undersigned's entire investment;
(ii) the undersigned is or will be acquiring the Securities for
investment purposes only and the Securities the undersigned is or will
be acquiring will be held by the undersigned without sale, transfer or
other disposition for an indefinite period unless the transfer of the
Securities subsequently is registered under the U.S. federal
securities laws or unless exemptions from registration are available;
(iii) the undersigned's overall commitments to investments that are
not readily marketable is not disproportionate to the undersigned's
net worth and the undersigned's investment in the Securities will not
cause such overall commitments to become excessive;
(iv) the undersigned's financial condition is such that the
undersigned is under no present or contemplated future need to dispose
of any portion of the Securities to satisfy any existing or
contemplated undertaking, need or indebtedness;
(v) the undersigned has adequate means of providing for the
undersigned's current needs and personal contingencies and has no need
for liquidity in the undersigned's investment in the Securities; and
(vi) the undersigned has sufficient knowledge and experience in
business and financial matters to evaluate and has evaluated the
merits and risks of this investment.
(b) The address set forth below on the signature page of this Subscription
Agreement the undersigned's true and correct residence, and the undersigned has
no present intention of becoming a resident of any other state or jurisdiction.
<PAGE>
(c) The undersigned confirms that all documents, records and books
pertaining to an investment in the Securities that have been requested by the
undersigned have been made available or delivered to the undersigned. Without
limiting the foregoing, the undersigned has received and reviewed the Company's
Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly
Reports on Form 10-QSB for each of the quarters ended November 30, 1997,
February 28, 1998 and May 31, 1998, and the other documents included with the
Company Letter, and the undersigned has had the opportunity to discuss the
acquisition of the Securities with the Company, and the undersigned has obtained
or been given access to all information concerning the Company that the
undersigned has requested. As a result of its review of the Company, including
the review of the materials provided to the undersigned, the undersigned
understands, among other things, the following: the Company has limited
financial resources, has incurred negative cash flow, and has not operated at a
profit; and the Company has not concurrently, and may not in the future, receive
additional investment funds. The undersigned further represents the undersigned
is cognizant of the operations, financial condition and capitalization of the
Company; is cognizant of the use of proceeds from this financing, and has
available full information concerning the Company's affairs to evaluate the
merits and risks of the investment in the Securities.
(d) The undersigned has had the opportunity to ask questions of, and
receive answers from, the Company concerning the terms of an investment in the
Securities and to receive additional information necessary to verify the
accuracy of the information delivered to the undersigned.
(e) The undersigned understands that the Securities have not been, and the
Warrant Shares issuable upon the exercise of the Warrants, will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Act"), or any
state securities laws in reliance on an exemption for private offerings and no
U.S. federal or state agency has made any finding or determination as to the
fairness of this investment or any recommendation or endorsement of the offering
of the Securities.
(f) The Securities for which the undersigned hereby subscribes are being or
will be acquired solely for the undersigned's own account, for investment, and
is not being purchased with a view to or for the resale, distribution,
subdivision or fractionalization thereof; the undersigned has no agreement or
arrangement for any such resale, distribution, subdivision or fractionalization
thereof.
(g) The undersigned acknowledges that, in making the decision to purchase
the Securities, it has relied solely upon independent investigations made by it.
(h) The undersigned has the full right, power and authority to enter this
Subscription Agreement and to carry out and consummate the transactions herein.
The Subscription Agreement constitutes the legal, valid and binding obligation
of the undersigned.
(i) The Undersigned represents that an investment in the Securities is a
suitable investment for the Undersigned.
(j) The Undersigned is not an associate person or affiliate of any member
firm of the National Association of Securities Dealers, Inc.
(k) The undersigned acknowledges and is aware that the following legend
will be imprinted on the Securities subscribed to by the undersigned:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
(l) The undersigned acknowledges and is aware of the following, in addition
to other information included in the information provided to the undersigned:
(i) The Securities are a speculative investment and involve a high
degree of risk of loss by the undersigned of the undersigned's total
investment.
<PAGE>
(ii) There are substantial restrictions on the transferability of the
Securities. The Securities can not be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered
under the Act, or an exemption from such registration is available and
established to the satisfaction of the Company; except as provided in
Section 3 below, investors in the Company have no rights to require
that any transfer of the Securities be registered under the Act; there
will be no public market for the Warrants and a limited public market
for the Company's Common Stock; and accordingly, the undersigned may
have to hold the Securities indefinitely; and it may not be possible
for the undersigned to liquidate the undersigned's investment in the
Company.
(m) The undersigned understands and agrees that the Company is relying upon
the accuracy, completeness, and truth of the undersigned's representations,
warranties, agreements, and certifications contained in this Subscription
Agreement, in determining the undersigned's suitability as an investor in the
Company and in establishing compliance with federal and state securities laws.
The undersigned understands that any incomplete, inaccurate, or untruthful
response, or the breach of the undersigned's representations, warranties,
agreements, or certifications, may result in the undersigned or the Company, or
both, being in violation of federal or state securities laws, and any person,
including the Company, who suffers damage as a result may have a claim against
the undersigned for damages. The undersigned also acknowledges that the
undersigned is indemnifying the Company and others for these and other losses in
accordance with Section 4 of this Subscription Agreement.
The foregoing representations and warranties are true and accurate as of
the date hereof and shall survive the delivery of the subscription amount and
the completed Subscription Packet.
3. Registration Rights
3.1 The Company will, no later than 120 days after each date on which the
Company receives written notice from the holders (the "Holders") of at least a
majority of the shares of Common Stock and Warrants or Warrant Shares issued in
connection with the Units Offering that are then outstanding, together with the
payment by the Holders to the Company of $10,000 for registration expenses in
accordance with Section 3.4 below, file with the Securities And Exchange
Commission (the "SEC") a registration statement on Form S-3, Form SB-2 or other
appropriate Form under the Securities Act of 1933, as amended (the "1933 Act"),
covering the Holders' sale in the open market of the Common Stock issued in the
Units Offering and of the Warrant Shares issuable upon the exercise of the
Warrants (collectively, the "Registrable Securities"). The Company will
undertake due diligence to cause the registration statement to become effective
with the SEC as soon as possible after its filing.
3.2 As to any registration statement, the Company's obligations contained
in this Section 3 shall be conditioned upon timely receipt by the Company in
writing of information as to the terms of the contemplated transfer to be
registered furnished by and on behalf of the Holders, and such other information
as the Company reasonably may require from the Holders or any underwriter for
any Registrable Securities for inclusion in the registration statement. Such
information shall be provided to the Company in writing within 30 days after the
request for that information by the Company.
3.3 In connection with any registration undertaken by the Company on behalf
of the Holders pursuant to this Section 3, the Company shall (a) furnish to each
Holder such numbers of copies of a summary prospectus or other prospectus,
including a preliminary prospectus or any amendment or supplement to any
prospectus, in conformity with the requirements of the 1933 Act, and such other
documents, as such Holder may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities owned by such
Holder; and (b) notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto covered
by such regisration statement is required to be delivered under the 1933 Act, of
the happening of any event of which it has knowledge as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
<PAGE>
3.4 All registration expenses incurred by the Company in connection with
any registration, qualification or compliance pursuant to this Section 3,
including reasonable printing expenses, fees and disbursements of the Company's
counsel, and registration and filing fees relating to the sale of the
Registrable Securities to be registered on behalf of the Holders pursuant to any
registration statement required to be filed by the Company on behalf of the
Holders pursuant to this Section 3, and expenses, fees and disbursements in
connection with the registration or qualification of the sale of the Registrable
Securities in various states pursuant to Section 3.6 shall be borne by the
Holders. A check in the amount of $10,000 as prepayment of these expenses shall
be delivered by the Holders to the Company in accordance with Section 3.1 above.
Any additional costs in excess of the $10,000 will be billed to and paid by the
Holders, jointly and severally, as incurred by the Company. All selling
expenses, including commissions, allocable to the sale of the shares of the
Registrable Securities registered on behalf of the Holders shall be borne by the
Holders.
3.5 In the case of a registration, qualification or compliance effected by
the Company on behalf of the Holders pursuant to this Section 3, the Company
shall keep the Holders advised in writing as to the initiation of such
registration, qualification, and compliance and as to the completion thereof. At
the Holders' expense, the Company will keep such registration, qualification or
compliance effective until the later to occur of (a) one year after the date on
which the registration statement becomes effective with the SEC, or (b) until
the Holders have completed the distribution described in the registration
statement relating thereto, or (c) the Registrable Securities become eligible
for sale without restriction under Rule 144(k) under the 1933 Act or another or
successor provision. The Company and the undersigned acknowledge and agree that
the Registrable Securities will not be eligible for sale under Rule 144(k) at
times that the undersigned is an affiliate of the Company.
3.6 In the case of a registration, qualification or compliance effected by
the Company on behalf of the Holders pursuant to this Section 3, the Company
shall, at the expense of the Holders, take such action as may be reasonably
necessary to register or qualify the sale by the Holders of the Registrable
Securities under the securities acts or blue sky laws of such jurisdictions as
the Holders may reasonably request and to do any and all other acts and things
which may be necessary or advisable to enable the Holders to complete such
proposed sale or other distribution by the Holders of Registrable Securities in
any such jurisdiction; provided however, that in no event shall the Company be
obligated to register or qualify under the blue sky laws of any state in which
the Common Stock of the Company currently is not qualified for resale pursuant
to a currently effective registration or an exemption from registration, or be
obligated to register or qualify the securities in any jurisdiction which would
require the Company to qualify to do business. All expenses, fees and costs of
such registration or qualification shall be borne by the Holders and shall be
payable in accordance with Section 3.4.
3.7 The Company will indemnify and hold harmless the Holders against any
loss, claim, damage or liability (or action in respect thereof) to which the
Holders may become subject, under the 1933 Act, or otherwise, insofar as any
such loss, claim, damage or liability (or action in respect thereof) is caused
by any untrue statement or alleged untrue statement of any material facts
contained in the registration statement, any prospectus contained in the
registration statement, or any amendment or supplement thereto, or arises out of
or is based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements made
therein not misleading. Notwithstanding the foregoing provisions of this
paragraph, the Company will not be liable in any such case to the extent that
any such loss, claim, damage, expense or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by the Holders or any
agent or other representative of the Holders.
3.8 The Holders will indemnify and hold harmless the Company and any
underwriter (as defined in the 1933 Act) for the Company and each person, if
any, who controls the Company or such underwriter against any loss, claim,
damage or liability (or action in respect thereof) to which the Company or such
underwriter or controlling person may become subject, under the 1933 Act or
otherwise, insofar as any such loss, claim, damage or liability (or action in
respect thereof) is caused by any untrue statement or alleged untrue statement
or omission or alleged omission made in conformity with information furnished by
the Holders or any agent or other representative of the Holders or other
representative of the Holders for use in the registration statement.
<PAGE>
4. Indemnification
The undersigned acknowledges that the undersigned understands the meaning
and legal consequences of the representations, warranties, agreements, and
certifications contained above, and the undersigned hereby agrees to indemnify
and hold harmless each of the Company, its managers, officers, directors,
representatives and agents from and against any and all loss, damage, or
liability due to or arising out of a breach of any representation, warranty,
agreement, or certification, or the inaccuracy of any statement, of the
undersigned contained in this Subscription Agreement or any other document
submitted by the undersigned in connection with the undersigned's subscription
for the Securities. The foregoing notwithstanding, nothing in this Subscription
Agreement, including the representations, warranties, agreements and
certifications contained above, shall be deemed to constitute a waiver of any
rights that the undersigned may have under the 1933 Act and other federal and
state securities laws.
5. Miscellaneous
(a) This Subscription Agreement may be executed in one or more counterparts
all of which taken together shall constitute a single instrument.
(b) This Subscription Agreement shall be governed and construed as binding
upon the parties hereto, and their respective successors, and no other person
shall have any right or obligation hereunder. This subscription shall be
irrevocable, and may not be assigned by the undersigned. Subject to the
foregoing, this Subscription Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the undersigned.
(c) This Subscription Agreement constitutes the entire agreement between
the undersigned and the Company with respect to the subject matter of this
Subscription Agreement and supersedes all prior and contemporaneous agreements
between the undersigned and the Company with respect to the subject matter of
this Subscription Agreement.
(d) This Subscription Agreement will be construed and enforced in
accordance with and governed by the laws of the State of Colorado, except for
matters arising under the Act, without reference to principles of conflicts of
law.
With such full understandings and acknowledgements, the undersigned does
hereby affirm the undersigned's subscription to the purchase of the Securities
being offered by the Company as described herein and in the Memorandum. The
undersigned does further acknowledge the undersigned's understandings of all the
terms and provisions of this Subscription Agreement and agrees to be bound by
all of the terms and conditions of this Subscription Agreement.
<PAGE>
SIGNATURE PAGE FOR INDIVIDUALS
Please complete the following:
Date:
Thomas J. Vessels
Exact Name in Which Title is to be Held
Signature Signature of Co-Owner
Print Name Print Name of Co-Owner
Social Security Number or Tax Social Security Number or Tax
Address
City, State, Postal or Zip Code, Country
STATE OF )
) ss.
COUNTY OF )
On this _____ day of __________, 1998, before me personally appeared
___________________, who being duly sworn by me, acknowledged that (s)he
executed the foregoing instrument for the uses and purposes therein stated.
My commission expires:
Notary Public Address
* If the Securities are to be held in joint tenancy or as tenants in common,
both persons must sign above and please indicate the manner in which the
Securities are to be held:
_____ Tenants in Common _____ Joint Tenants
This subscription is accepted by Double Eagle Petroleum And Mining Co. on
this _____ day of __________, 1998.
DOUBLE EAGLE PETROLEUM
AND MINING CO.
By:
------------------------------------
Stephen H. Hollis, President
<PAGE>
SIGNATURE PAGE FOR ENTITIES
Please complete the following if the subscriber is an entity:
Date:
Printed Name of Entity
By:
Signature
Printed Name and Title
Address
City, State, Postal or Zip Code, Country
Tax Identification Number
STATE OF )
) ss.
COUNTY OF )
On this _____ day of __________, 1998, before me personally appeared
___________________, who being duly sworn by me, acknowledged that (s)he
executed the foregoing instrument in the name of said entity, that (s)he had the
authority to execute the same, and that (s)he executed the same as the act and
deed of said entity for the uses and purposes therein stated.
My commission expires:
Notary Public Address
This subscription is accepted by Double Eagle Petroleum And Mining Co. on
this _____ day of __________, 1998.
DOUBLE EAGLE PETROLEUM
AND MINING CO.
By:
-------------------------------
Stephen H. Hollis, President
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
(Tina H. Vessels)
Double Eagle Petroleum And Mining Co.
777 Overland Trail
Casper, WY 82602
Gentlemen and Ladies:
The undersigned desires to invest in Double Eagle Petroleum And Mining Co.
(the "Company") on the terms and conditions described in this Subscription And
Registration Rights Agreement (the "Subscription Agreement") and the Company's
letter dated November 24, 1998 (the "Company Letter"). Pursuant to the terms
described in the Company Letter and this Subscription Agreement, the Company is
offering to subscribers a minimum of $206,250 and a maximum of $515,625 of units
(the "Units") at a price of $1.375 per Unit (the "Unit Offering"). Each Unit
consists of one share of the Company's $.001 par value common stock (the "Common
Stock") and one Warrant to purchase one share of Common Stock for $1.375 per
share until October 16, 2003. The form of Warrant Agreement with respect to the
Warrants is attached to and made a part of this Subscription Agreement as
Exhibit A. The Units, including the Common Stock and the Warrants constituting
the Units, and the Common Stock issuable upon the exercise of the Warrants
included in the Units are referred to collectively as the "Securities".
1. Subscription
Subject to and in accordance with the terms and conditions of this
Subscription Agreement, the undersigned hereby offers to purchase 75,000 Units.
The undersigned hereby delivers to the Company the full purchase price for the
subscription for the Units in the form of a check or wire transfer to the
Company. The undersigned understands and agrees that this Subscription Agreement
constitutes the binding obligation of the undersigned to deliver the full
purchase price to the Company for the portion of the subscription accepted by
the Company. Promptly after receipt of this Subscription Agreement, the
undersigned will be notified promptly by the Company whether the undersigned's
subscription has been accepted.
2. Representations And Warranties Of The Undersigned
The undersigned hereby represents and warrants to, and agrees with, the
Company as follows:
(a) (i) the undersigned can bear the economic risk of losing the
undersigned's entire investment;
(ii) the undersigned is or will be acquiring the Securities for
investment purposes only and the Securities the undersigned is or will
be acquiring will be held by the undersigned without sale, transfer or
other disposition for an indefinite period unless the transfer of the
Securities subsequently is registered under the U.S. federal
securities laws or unless exemptions from registration are available;
(iii) the undersigned's overall commitments to investments that are
not readily marketable is not disproportionate to the undersigned's
net worth and the undersigned's investment in the Securities will not
cause such overall commitments to become excessive;
(iv) the undersigned's financial condition is such that the
undersigned is under no present or contemplated future need to dispose
of any portion of the Securities to satisfy any existing or
contemplated undertaking, need or indebtedness;
(v) the undersigned has adequate means of providing for the
undersigned's current needs and personal contingencies and has no need
for liquidity in the undersigned's investment in the Securities; and
(vi) the undersigned has sufficient knowledge and experience in
business and financial matters to evaluate and has evaluated the
merits and risks of this investment.
(b) The address set forth below on the signature page of this Subscription
Agreement the undersigned's true and correct residence, and the undersigned has
no present intention of becoming a resident of any other state or jurisdiction.
<PAGE>
(c) The undersigned confirms that all documents, records and books
pertaining to an investment in the Securities that have been requested by the
undersigned have been made available or delivered to the undersigned. Without
limiting the foregoing, the undersigned has received and reviewed the Company's
Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly
Reports on Form 10-QSB for each of the quarters ended November 30, 1997,
February 28, 1998 and May 31, 1998, and the other documents included with the
Company Letter, and the undersigned has had the opportunity to discuss the
acquisition of the Securities with the Company, and the undersigned has obtained
or been given access to all information concerning the Company that the
undersigned has requested. As a result of its review of the Company, including
the review of the materials provided to the undersigned, the undersigned
understands, among other things, the following: the Company has limited
financial resources, has incurred negative cash flow, and has not operated at a
profit; and the Company has not concurrently, and may not in the future, receive
additional investment funds. The undersigned further represents the undersigned
is cognizant of the operations, financial condition and capitalization of the
Company; is cognizant of the use of proceeds from this financing, and has
available full information concerning the Company's affairs to evaluate the
merits and risks of the investment in the Securities.
(d) The undersigned has had the opportunity to ask questions of, and
receive answers from, the Company concerning the terms of an investment in the
Securities and to receive additional information necessary to verify the
accuracy of the information delivered to the undersigned.
(e) The undersigned understands that the Securities have not been, and the
Warrant Shares issuable upon the exercise of the Warrants, will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Act"), or any
state securities laws in reliance on an exemption for private offerings and no
U.S. federal or state agency has made any finding or determination as to the
fairness of this investment or any recommendation or endorsement of the offering
of the Securities.
(f) The Securities for which the undersigned hereby subscribes are being or
will be acquired solely for the undersigned's own account, for investment, and
is not being purchased with a view to or for the resale, distribution,
subdivision or fractionalization thereof; the undersigned has no agreement or
arrangement for any such resale, distribution, subdivision or fractionalization
thereof.
(g) The undersigned acknowledges that, in making the decision to purchase
the Securities, it has relied solely upon independent investigations made by it.
(h) The undersigned has the full right, power and authority to enter this
Subscription Agreement and to carry out and consummate the transactions herein.
The Subscription Agreement constitutes the legal, valid and binding obligation
of the undersigned.
(i) The Undersigned represents that an investment in the Securities is a
suitable investment for the Undersigned.
(j) The Undersigned is not an associate person or affiliate of any member
firm of the National Association of Securities Dealers, Inc.
(k) The undersigned acknowledges and is aware that the following legend
will be imprinted on the Securities subscribed to by the undersigned:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
(l) The undersigned acknowledges and is aware of the following, in addition
to other information included in the information provided to the undersigned:
(i) The Securities are a speculative investment and involve a high
degree of risk of loss by the undersigned of the undersigned's total
investment.
<PAGE>
(ii) There are substantial restrictions on the transferability of the
Securities. The Securities can not be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered
under the Act, or an exemption from such registration is available and
established to the satisfaction of the Company; except as provided in
Section 3 below, investors in the Company have no rights to require
that any transfer of the Securities be registered under the Act; there
will be no public market for the Warrants and a limited public market
for the Company's Common Stock; and accordingly, the undersigned may
have to hold the Securities indefinitely; and it may not be possible
for the undersigned to liquidate the undersigned's investment in the
Company.
(m) The undersigned understands and agrees that the Company is relying upon
the accuracy, completeness, and truth of the undersigned's representations,
warranties, agreements, and certifications contained in this Subscription
Agreement, in determining the undersigned's suitability as an investor in the
Company and in establishing compliance with federal and state securities laws.
The undersigned understands that any incomplete, inaccurate, or untruthful
response, or the breach of the undersigned's representations, warranties,
agreements, or certifications, may result in the undersigned or the Company, or
both, being in violation of federal or state securities laws, and any person,
including the Company, who suffers damage as a result may have a claim against
the undersigned for damages. The undersigned also acknowledges that the
undersigned is indemnifying the Company and others for these and other losses in
accordance with Section 4 of this Subscription Agreement.
The foregoing representations and warranties are true and accurate as of
the date hereof and shall survive the delivery of the subscription amount and
the completed Subscription Packet.
3. Registration Rights
3.1 The Company will, no later than 120 days after each date on which the
Company receives written notice from the holders (the "Holders") of at least a
majority of the shares of Common Stock and Warrants or Warrant Shares issued in
connection with the Units Offering that are then outstanding, together with the
payment by the Holders to the Company of $10,000 for registration expenses in
accordance with Section 3.4 below, file with the Securities And Exchange
Commission (the "SEC") a registration statement on Form S-3, Form SB-2 or other
appropriate Form under the Securities Act of 1933, as amended (the "1933 Act"),
covering the Holders' sale in the open market of the Common Stock issued in the
Units Offering and of the Warrant Shares issuable upon the exercise of the
Warrants (collectively, the "Registrable Securities"). The Company will
undertake due diligence to cause the registration statement to become effective
with the SEC as soon as possible after its filing.
3.2 As to any registration statement, the Company's obligations contained
in this Section 3 shall be conditioned upon timely receipt by the Company in
writing of information as to the terms of the contemplated transfer to be
registered furnished by and on behalf of the Holders, and such other information
as the Company reasonably may require from the Holders or any underwriter for
any Registrable Securities for inclusion in the registration statement. Such
information shall be provided to the Company in writing within 30 days after the
request for that information by the Company.
3.3 In connection with any registration undertaken by the Company on behalf
of the Holders pursuant to this Section 3, the Company shall (a) furnish to each
Holder such numbers of copies of a summary prospectus or other prospectus,
including a preliminary prospectus or any amendment or supplement to any
prospectus, in conformity with the requirements of the 1933 Act, and such other
documents, as such Holder may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities owned by such
Holder; and (b) notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto covered
by such regisration statement is required to be delivered under the 1933 Act, of
the happening of any event of which it has knowledge as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
<PAGE>
3.4 All registration expenses incurred by the Company in connection with
any registration, qualification or compliance pursuant to this Section 3,
including reasonable printing expenses, fees and disbursements of the Company's
counsel, and registration and filing fees relating to the sale of the
Registrable Securities to be registered on behalf of the Holders pursuant to any
registration statement required to be filed by the Company on behalf of the
Holders pursuant to this Section 3, and expenses, fees and disbursements in
connection with the registration or qualification of the sale of the Registrable
Securities in various states pursuant to Section 3.6 shall be borne by the
Holders. A check in the amount of $10,000 as prepayment of these expenses shall
be delivered by the Holders to the Company in accordance with Section 3.1 above.
Any additional costs in excess of the $10,000 will be billed to and paid by the
Holders, jointly and severally, as incurred by the Company. All selling
expenses, including commissions, allocable to the sale of the shares of the
Registrable Securities registered on behalf of the Holders shall be borne by the
Holders.
3.5 In the case of a registration, qualification or compliance effected by
the Company on behalf of the Holders pursuant to this Section 3, the Company
shall keep the Holders advised in writing as to the initiation of such
registration, qualification, and compliance and as to the completion thereof. At
the Holders' expense, the Company will keep such registration, qualification or
compliance effective until the later to occur of (a) one year after the date on
which the registration statement becomes effective with the SEC, or (b) until
the Holders have completed the distribution described in the registration
statement relating thereto, or (c) the Registrable Securities become eligible
for sale without restriction under Rule 144(k) under the 1933 Act or another or
successor provision. The Company and the undersigned acknowledge and agree that
the Registrable Securities will not be eligible for sale under Rule 144(k) at
times that the undersigned is an affiliate of the Company.
3.6 In the case of a registration, qualification or compliance effected by
the Company on behalf of the Holders pursuant to this Section 3, the Company
shall, at the expense of the Holders, take such action as may be reasonably
necessary to register or qualify the sale by the Holders of the Registrable
Securities under the securities acts or blue sky laws of such jurisdictions as
the Holders may reasonably request and to do any and all other acts and things
which may be necessary or advisable to enable the Holders to complete such
proposed sale or other distribution by the Holders of Registrable Securities in
any such jurisdiction; provided however, that in no event shall the Company be
obligated to register or qualify under the blue sky laws of any state in which
the Common Stock of the Company currently is not qualified for resale pursuant
to a currently effective registration or an exemption from registration, or be
obligated to register or qualify the securities in any jurisdiction which would
require the Company to qualify to do business. All expenses, fees and costs of
such registration or qualification shall be borne by the Holders and shall be
payable in accordance with Section 3.4.
3.7 The Company will indemnify and hold harmless the Holders against any
loss, claim, damage or liability (or action in respect thereof) to which the
Holders may become subject, under the 1933 Act, or otherwise, insofar as any
such loss, claim, damage or liability (or action in respect thereof) is caused
by any untrue statement or alleged untrue statement of any material facts
contained in the registration statement, any prospectus contained in the
registration statement, or any amendment or supplement thereto, or arises out of
or is based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements made
therein not misleading. Notwithstanding the foregoing provisions of this
paragraph, the Company will not be liable in any such case to the extent that
any such loss, claim, damage, expense or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by the Holders or any
agent or other representative of the Holders.
3.8 The Holders will indemnify and hold harmless the Company and any
underwriter (as defined in the 1933 Act) for the Company and each person, if
any, who controls the Company or such underwriter against any loss, claim,
damage or liability (or action in respect thereof) to which the Company or such
underwriter or controlling person may become subject, under the 1933 Act or
otherwise, insofar as any such loss, claim, damage or liability (or action in
respect thereof) is caused by any untrue statement or alleged untrue statement
or omission or alleged omission made in conformity with information furnished by
the Holders or any agent or other representative of the Holders or other
representative of the Holders for use in the registration statement.
<PAGE>
4. Indemnification
The undersigned acknowledges that the undersigned understands the meaning
and legal consequences of the representations, warranties, agreements, and
certifications contained above, and the undersigned hereby agrees to indemnify
and hold harmless each of the Company, its managers, officers, directors,
representatives and agents from and against any and all loss, damage, or
liability due to or arising out of a breach of any representation, warranty,
agreement, or certification, or the inaccuracy of any statement, of the
undersigned contained in this Subscription Agreement or any other document
submitted by the undersigned in connection with the undersigned's subscription
for the Securities. The foregoing notwithstanding, nothing in this Subscription
Agreement, including the representations, warranties, agreements and
certifications contained above, shall be deemed to constitute a waiver of any
rights that the undersigned may have under the 1933 Act and other federal and
state securities laws.
5. Miscellaneous
(a) This Subscription Agreement may be executed in one or more counterparts
all of which taken together shall constitute a single instrument.
(b) This Subscription Agreement shall be governed and construed as binding
upon the parties hereto, and their respective successors, and no other person
shall have any right or obligation hereunder. This subscription shall be
irrevocable, and may not be assigned by the undersigned. Subject to the
foregoing, this Subscription Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the undersigned.
(c) This Subscription Agreement constitutes the entire agreement between
the undersigned and the Company with respect to the subject matter of this
Subscription Agreement and supersedes all prior and contemporaneous agreements
between the undersigned and the Company with respect to the subject matter of
this Subscription Agreement.
(d) This Subscription Agreement will be construed and enforced in
accordance with and governed by the laws of the State of Colorado, except for
matters arising under the Act, without reference to principles of conflicts of
law.
With such full understandings and acknowledgements, the undersigned does
hereby affirm the undersigned's subscription to the purchase of the Securities
being offered by the Company as described herein and in the Memorandum. The
undersigned does further acknowledge the undersigned's understandings of all the
terms and provisions of this Subscription Agreement and agrees to be bound by
all of the terms and conditions of this Subscription Agreement.
<PAGE>
SIGNATURE PAGE FOR INDIVIDUALS
Please complete the following:
Date:
Tina H. Vessels
Exact Name in Which Title is to be Held
Signature Signature of Co-Owner
Print Name Print Name of Co-Owner
Social Security Number or Tax Social Security Number or Tax
Address
City, State, Postal or Zip Code, Country
STATE OF )
) ss.
COUNTY OF )
On this _____ day of __________, 1998, before me personally appeared
___________________, who being duly sworn by me, acknowledged that (s)he
executed the foregoing instrument for the uses and purposes therein stated.
My commission expires:
Notary Public Address
* If the Securities are to be held in joint tenancy or as tenants in common,
both persons must sign above and please indicate the manner in which the
Securities are to be held:
_____ Tenants in Common _____ Joint Tenants
This subscription is accepted by Double Eagle Petroleum And Mining Co. on
this _____ day of __________, 1998.
DOUBLE EAGLE PETROLEUM
AND MINING CO.
By:
----------------------------
Stephen H. Hollis, President
<PAGE>
SIGNATURE PAGE FOR ENTITIES
Please complete the following if the subscriber is an entity:
Date:
Printed Name of Entity
By:
Signature
Printed Name and Title
Address
City, State, Postal or Zip Code, Country
Tax Identification Number
STATE OF )
) ss.
COUNTY OF )
On this _____ day of __________, 1998, before me personally appeared
___________________, who being duly sworn by me, acknowledged that (s)he
executed the foregoing instrument in the name of said entity, that (s)he had the
authority to execute the same, and that (s)he executed the same as the act and
deed of said entity for the uses and purposes therein stated.
My commission expires:
Notary Public Address
This subscription is accepted by Double Eagle Petroleum And Mining Co. on
this _____ day of __________, 1998.
DOUBLE EAGLE PETROLEUM
AND MINING CO.
By:
----------------------------
Stephen H. Hollis, President
THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT
TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.
DOUBLE EAGLE PETROLEUM AND MINING CO.
STOCK WARRANT AGREEMENT
THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as
of the 16th day of October 1998 by and between Double Eagle Petroleum And Mining
Co., a Wyoming corporation (the "Company"), and Thomas J. Vessels (the
"Holder").
WITNESSETH:
WHEREAS, pursuant to the Subscription Agreement dated as of November 24,
1998 between the Company and Holder (the "Subscription Agreement"), Holder
agreed to purchase from the Company, and the Company agreed to sell and issue to
the Holder, a warrant to purchase shares of the $.01 par value common stock of
the Company ("Common Stock"), said warrant to be for the number of shares, at
the price per share and on the terms set forth in this Agreement; and
WHEREAS, the Holder desires to receive a warrant on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Grant Of Warrant. The Company hereby grants to the Holder the right and
warrant (the "Warrant") to purchase all or any part of an aggregate of 75,000
shares of the authorized and unissued $.10 par value common stock of the Company
(the "Warrant Shares") pursuant to the terms and conditions set forth in this
Agreement.
2. Warrant Price. At any time when shares are to be purchased pursuant to
the Warrant, the purchase price for each Warrant Share shall be $1.375 (the
"Warrant Price"), subject to adjustment as provided in this Agreement.
3. Exercise Period. The period for the exercise of the Warrant shall
commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver,
Colorado time on October 16, 2003 unless terminated earlier as provided in this
Agreement.
4. Exercise Of Warrant.
(a) The Warrant may be exercised in whole or in part by delivering to
the Treasurer or President of the Company at the address of the Company's
principal office (i) a Notice And Agreement Of Exercise Of Warrant,
substantially in the form attached hereto as Exhibit A, specifying the number of
Warrant Shares with respect to which the Warrant is exercised, and (ii) full
payment of the Warrant Price for such shares. Payment shall be made by certified
check or cleared funds. The Warrant may not be exercised in part unless the
purchase price for the Warrant Shares purchased is at least $1,000 or unless the
entire remaining portion of the Warrant is being exercised.
(b) Promptly upon receipt of the Notice And Agreement Of Exercise Of
Warrant together with the full payment of the Warrant Price, the Company shall
deliver to the Holder a properly executed certificate or certificates
representing the Warrant Shares being purchased.
<PAGE>
5. Redemption Of Warrant. At any time on and after April 26, 2001 and prior
to the exercise or expiration of the Warrant, the Company shall have the right
to call the Warrants for redemption upon 30 days' prior written or published
notice at a price of $.001 per Warrant, provided however that the closing bid
quotation for the Common Stock for at least 20 of the 30 consecutive business
days ending on the business day prior to the Company's giving notice of
redemption has been at least $3.00 per share. The Holder shall have the right to
exercise the Warrant prior to the date set forth in the Company's notice of
redemption (the "Redemption Date"). After the Redemption Date, all rights of the
Holder shall terminate, other than the right to receive the redemption price of
$.001 per Warrant, without interest. The redemption price shall be subject to
adjustment upon the occurrence of certain events as described in this Agreement.
6. Withholding Taxes. The Company may take such steps as it deems necessary
or appropriate for the withholding of any taxes which the Company is required by
any law or regulation or any governmental authority, whether federal, state or
local, domestic or foreign, to withhold in connection with the Warrant
including, but not limited to, the withholding of all or any portion of any
payment owed by the Company to the Holder or the withholding of issuance of
Warrant Shares to be issued upon the exercise of the Warrant.
7. Securities Laws Requirements. The issuance of the Warrant has not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), in
reliance upon an exemption from registration. In addition, no Warrant Shares
shall be issued unless and until, in the opinion of the Company, there has been
full compliance with, or an exemption from, any applicable registration
requirements of the 1933 Act, any applicable listing requirements of any
securities exchange on which stock of the same class has been listed, and any
other requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery. The Holder hereby acknowledges, represents, warrants and
agrees as follows, and, pursuant to the terms of the Notice And Agreement Of
Exercise Of Warrant (Exhibit A) that shall be delivered to the Company upon each
exercise of the Warrant, the Holder shall acknowledge, represent, warrant and
agree as follows:
(a) Holder is acquiring the Warrant and the Warrant Shares for
investment purposes only and the Warrant and the Warrant Shares that Holder is
acquiring will be held by Holder without sale, transfer or other disposition for
an indefinite period unless the transfer of those securities is subsequently
registered under the federal securities laws or unless exemptions from
registration are available;
(b) Holder's overall commitment to investments that are not readily
marketable is not disproportionate to Holder's net worth and Holder's investment
in the Warrant and the Warrant Shares will not cause such overall commitments to
become excessive;
(c) Holder's financial condition is such that Holder is under no
present or contemplated future need to dispose of any portion of the Warrant or
the Warrant Shares to satisfy any existing or contemplated undertaking, need or
indebtedness;
(d) Holder has sufficient knowledge and experience in business and
financial matters to evaluate, and Holder has evaluated, the merits and risks of
an investment in the Warrant and the Warrant Shares;
(e) The address set forth on the signature page to this Agreement is
Holder's true and correct residence, and Holder has no present intention of
becoming a resident of any other state or jurisdiction;
(f) Holder confirms that all documents, records and books pertaining
to an investment in the Warrant and the Warrant Shares that have been requested
by Holder have been made available or delivered to Holder. Without limiting the
foregoing, Holder has received and reviewed the Company's Annual Report on Form
10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB
for each of the quarters ended November 30, 1997, February 28, 1998 and May 31,
1998, and the other documents included with the letter from the Company to the
Holder dated November 24, 1998, and the Company's press releases dated each of
September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997,
January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13,
1998 and August 27, 1998, and Holder has had the opportunity to discuss the
acquisition of the Warrant and the Warrant Shares with the Company, and Holder
has obtained or been given access to all information concerning the Company that
Holder has requested;
<PAGE>
(g) Holder has had the opportunity to ask questions of, and receive
the answers from, the Company concerning the terms of the investment in the
Warrant and the Warrant Shares and to receive additional information necessary
to verify the accuracy of the information delivered to Holder, to the extent
that the Company possesses such information or can acquire it without
unreasonable effort or expense;
(h) Holder understands that the Warrant has not been, and the Warrant
Shares issuable upon exercise of the Warrants will not be, registered under the
1933 Act or any state securities laws in reliance on an exemption for private
offerings, and no federal or state agency has made any finding or determination
as to the fairness of this investment or any recommendation or endorsement of
the issuance of the Warrant or the Warrant Shares;
(i) The Warrant and the Warrant Shares that Holder is acquiring will
be solely for Holder's own account, for investment, and are not being purchased
with a view to or for the resale, distribution, subdivision or fractionalization
thereof. Holder has no agreement or arrangement for any such resale,
distribution, subdivision or fractionalization thereof;
(j) Holder acknowledges and is aware of the following:
(i) The Company has a history of losses. The Warrant and the
Warrant Shares constitute a speculative investment and involve a high
degree of risk of loss by Holder of Holder's total investment in the
Warrant and the Warrant Shares.
(ii) There are substantial restrictions on the transferability of
the Warrant and the Warrant Shares. The Warrant is not transferable.
The Warrant Shares cannot be transferred, pledged, hypothecated, sold
or otherwise disposed of unless they are registered under the 1933 Act
or an exemption from such registration is available and established to
the satisfaction of the Company; except as set forth in the
Subscription Agreement, investors in the Company have no rights to
require that the Warrant Shares be registered; there is no right of
presentment of the Warrant Shares and there is no obligation by the
Company to repurchase any of the Warrant Shares; and, accordingly,
Holder may have to hold the Warrant Shares indefinitely and it may not
be possible for Holder to liquidate Holder's investment in the
Company;
(iii) Each certificate issued representing the Warrant Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
<PAGE>
(k) The Holder shall report all sales of Warrant Shares to the Company
in writing on a form prescribed by the Company.
The restrictions described above, or notice thereof, may be placed on
the certificates representing the Warrant Shares purchased pursuant to the
Warrant, and the Company may refuse to issue the certificates or to transfer the
shares on its books unless it is satisfied that no violation of such
restrictions will occur.
8. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the
Company increases or decreases the number of its outstanding shares of common
stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in its common stock, or through a stock split or subdivision
of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving its common stock, the numbers,
rights and privileges of the shares of common stock included in the Warrant
shall be increased, decreased or changed in like manner as if such shares had
been issued and outstanding, fully paid and nonassessable at the time of such
occurrence and the Warrant Price shall be correspondingly decreased, increased
or otherwise changed. Whenever the number or kind of shares comprising the
Warrant Shares or the Warrant Price is adjusted, the Company shall promptly give
written notice and a certificate of the Chief Financial Officer or President of
the Company to each Holder of record of the outstanding Warrants, stating that
such an adjustment has been effected and setting forth the number and kind of
shares purchasable and the amount of the then-current Warrant Price, and stating
in reasonable detail the facts requiring such adjustment and the calculation of
such adjustment.
9. Reorganization And Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of the Company while
the Warrants remain outstanding, the Holder of the Warrants shall thereafter be
entitled to purchase pursuant to the Warrants (in lieu of the kind and number of
shares of Common Stock comprising Warrant Shares that such Holder would have
been entitled to purchase or acquire immediately before such reorganization or
reclassification) the kind and number of shares of stock of any class or classes
or other securities or property for or into which such shares of Common Stock
would have been exchanged, converted, or reclassified if the Warrant Shares had
been purchased immediately before such reorganization or reclassification. In
case of any such reorganization or reclassification, appropriate provision (as
determined by resolutions of the Board of Directors of the Company) shall be
made with respect to the rights and interest thereafter of the Holder of the
Warrants, to the end that all the provisions of this Warrant Agreement
(including adjustment provisions) shall thereafter be applicable, as nearly as
reasonably practicable, in relation to such stock or other securities or
property.
10. Common Stock To Be Received Upon Exercise. Holder understands that (a)
the Company is under no obligation to register the issuance of the Warrant
Shares, (b) the Company's obligation to register the resale of the Warrant
Shares under the 1933 Act is as set forth in Section 3 of the Subscription
Agreement, and (c) in the absence of any such registration, the Warrant Shares
cannot be sold unless they are sold pursuant to an exemption from registration
under the 1933 Act. Holder also understands that with respect to Rule 144,
routine sales of securities made in reliance upon such Rule can be made only in
limited amounts in accordance with the terms and conditions of the Rule, and
that in cases in which the Rule is inapplicable, compliance with either
Regulation A or another disclosure exemption under the 1933 Act will be
required. Thus, the Warrant Shares will have to be held indefinitely in the
absence of registration under the Act or an exemption from registration.
Furthermore, the Holder fully understands that issuance of the Warrant
Shares will not be registered under the Act and that, because the issuance of
the Warrant Shares will not be registered, the Warrant Shares will be issued in
reliance upon an exemption which is available only if Holder acquires such
shares for investment and not with a view to distribution. Holder is familiar
with the phrase "acquired for investment and not with a view to distribution" as
it relates to the Act and the special meaning given to such term in various
releases of the Securities And Exchange Commission.
11. Privilege Of Ownership. Holder shall not have any of the rights of a
stockholder with respect to the shares covered by the Warrant except to the
extent that one or more certificates for such shares shall be delivered to him
upon exercise of the Warrant.
12. Relationship To Engagement. Nothing contained in this Agreement (i)
shall confer upon the Holder any right with respect to continuance of Holder's
engagement by, or affiliation with, or relationship to, the Company, or (ii)
shall interfere in any way with the right of the Company at any time to
terminate the Holder's engagement by, position or affiliation with, or
relationship to, the Company.
<PAGE>
13. Notices. All notices, requests, demands, directions and other
communications ("Notices") concerning this Agreement shall be in writing and
shall be mailed or delivered personally or sent by telecopier or facsimile to
the applicable party at the address of such party set forth below in this
Section 13. When mailed, each such Notice shall be sent by first class,
certified mail, return receipt requested, enclosed in a postage prepaid wrapper,
and shall be effective on the fifth business day after it has been deposited in
the mail. When delivered personally, each such Notice shall be effective when
delivered to the address for the respective party set forth in this Section 13,
provided that it is delivered on a business day and further provided that it is
delivered prior to 5:00 p.m., local time of the party to whom the notice is
being delivered, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is delivered.
When sent by telecopier or facsimile, each such Notice shall be effective on the
day on which it is sent provided that it is sent on a business day and further
provided that it is sent prior to 5:00 p.m., local time of the party to whom the
Notice is being sent, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is sent. Each
such Notice shall be addressed to the party to be notified as shown below:
(a) if to the Company:
Double Eagle Petroleum And Mining Co.
777 Overland Trail
Casper, Wyoming 82602
Facsimile No. (307) 266-1823
Attention: President
(b) if to the Holder:
Thomas J. Vessels
At the address set forth on the signature page
of this Agreement
Either party may change its respective address for purposes of this Section
13 by giving the other party Notice of the new address in the manner set forth
above.
14. General Provisions. This instrument (a) contains the entire agreement
between the parties, (b) may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver, (c) shall be construed in accordance
with, and governed by the laws of Colorado, and (d) shall be binding upon and
shall inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth. All pronouns contained
herein and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural as the identity of the parties hereto may
require.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
set forth below.
DOUBLE EAGLE PETROLEUM AND
MINING CO.
Date:____________________ By:_______________________________
------------------------------
Printed Name And Title
HOLDER
Date:____________________ __________________________________
Thomas J. Vessels, individually
Address: 1610 Wynkoop, Suite 100
Denver, Colorado 80202
Facsimile No. (303) 534-0487
<PAGE>
EXHIBIT A
(To Double Eagle Petroleum And Mining Co.
Stock Warrant Agreement)
DOUBLE EAGLE PETROLEUM AND MINING CO.
NOTICE AND AGREEMENT OF EXERCISE OF WARRANT
I hereby exercise my Double Eagle Petroleum And Mining Co. Stock Warrant
dated as of October 16, 1998 as to ________ shares of the $.01 par value common
stock (the "Warrant Shares") of Double Eagle Petroleum And Mining Co. (the
"Company") at a purchase price of $_______ per share. The total exercise price
for these Warrant Shares is $________. Enclosed is payment in the form of
___________________.
Enclosed is the payment specified in Section 4 of my Warrant Agreement.
I understand that no Warrant Shares will be issued unless and until, in the
opinion of the Company, there has been full compliance with, or an exemption
from, any applicable registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), any applicable listing requirements of any securities
exchange on which stock of the same class is then listed, and any other
requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery. I hereby acknowledge, represent, warrant and agree, to
and with the Company as follows:
(a) Holder is acquiring the Warrant Shares for investment purposes only and
the Warrant Shares that Holder is acquiring will be held by Holder without sale,
transfer or other disposition for an indefinite period unless the transfer of
those securities is subsequently registered under the federal securities laws or
unless exemptions from registration are available;
(b) Holder's overall commitment to investments that are not readily
marketable is not disproportionate to Holder's net worth and Holder's investment
in the Warrant Shares will not cause such overall commitments to become
excessive;
(c) Holder's financial condition is such that Holder is under no present or
contemplated future need to dispose of any portion of the Warrant Shares to
satisfy any existing or contemplated undertaking, need or indebtedness;
(d) Holder has sufficient knowledge and experience in business and
financial matters to evaluate, and Holder has evaluated, the merits and risks of
an investment in the Warrant Shares;
(e) The address set forth in this Agreement is Holder's true and correct
residence, and Holder has no present intention of becoming a resident of any
other state or jurisdiction;
(f) Holder confirms that all documents, records and books pertaining to an
investment in the Warrant Shares that have been requested by the Holder have
been made available or delivered to Holder. Without limiting the foregoing,
Holder has received and reviewed the Company's Annual Report on Form 10-KSB for
the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of
the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, all
subsequent periodic reports required to be filed by the Company pursuant to the
Securities Exchange Act of 1934, as amended, that have been provided to the
Holder by the Company, and the Company's press releases dated each of September
19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13,
1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and
August 27, 1998, and all subsequent press releases issued by the Company that
have been provided to the Holder by the Company, and Holder has had the
opportunity to discuss the acquisition of the Warrant Shares with the Company,
and Holder has obtained or been given access to all information concerning the
Company that Holder has requested;
<PAGE>
(g) Holder has had the opportunity to ask questions of, and receive the
answers from, the Company concerning the terms of the investment in the Warrant
Shares and to receive additional information necessary to verify the accuracy of
the information delivered to Holder, to the extent that the Company possesses
such information or can acquire it without unreasonable effort or expense;
(h) Holder understands that the issuance of the Warrant Shares upon the
exercise of the Warrants has not been registered under the 1933 Act or any state
securities laws in reliance on an exemption for private offerings, and no
federal or state agency has made any finding or determination as to the fairness
of this investment or any recommendation or endorsement of the sale of the
Warrant Shares;
(i) The Warrant Shares that Holder is acquiring will be solely for Holder's
own account, for investment, and are not being purchased with a view to or for
the resale, distribution, subdivision or fractionalization thereof. Holder has
no agreement or arrangement for any such resale, distribution, subdivision or
fractionalization thereof;
(j) Holder acknowledges and is aware of the following:
(i) The Company has a history of losses. The Warrant Shares
constitute a speculative investment and involve a high degree of risk
of loss by Holder of Holder's total investment in the Warrant Shares.
(ii) There are substantial restrictions on the transferability of
the Warrant Shares. The Warrant Shares cannot be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered
under the 1933 Act or an exemption from such registration is available
and established to the satisfaction of the Company; investors in the
Company have no rights to require that the Warrant Shares be
registered except as set forth in the Subscription Agreement; there is
no right of presentment of the Warrant Shares and there is no
obligation by the Company to repurchase any of the Warrant Shares;
and, accordingly, Holder may have to hold the Warrant Shares
indefinitely and it may not be possible for Holder to liquidate
Holder's investment in the Company.
(iii) Each certificate issued representing the Warrant Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
The number of Warrant Shares specified above are to be issued in the name
or names set forth below in the left-hand column.
(Print Your Name) Signature
(Holder - Print Name of Spouse Address
if you wish joint registration)
City, State and Zip Code
THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT
TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.
DOUBLE EAGLE PETROLEUM AND MINING CO.
STOCK WARRANT AGREEMENT
THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as
of the 16th day of October 1998 by and between Double Eagle Petroleum And Mining
Co., a Wyoming corporation (the "Company"), and Tina H. Vessels (the "Holder").
WITNESSETH:
WHEREAS, pursuant to the Subscription Agreement dated as of November 24,
1998 between the Company and Holder (the "Subscription Agreement"), Holder
agreed to purchase from the Company, and the Company agreed to sell and issue to
the Holder, a warrant to purchase shares of the $.01 par value common stock of
the Company ("Common Stock"), said warrant to be for the number of shares, at
the price per share and on the terms set forth in this Agreement; and
WHEREAS, the Holder desires to receive a warrant on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Grant Of Warrant. The Company hereby grants to the Holder the right and
warrant (the "Warrant") to purchase all or any part of an aggregate of 75,000
shares of the authorized and unissued $.10 par value common stock of the Company
(the "Warrant Shares") pursuant to the terms and conditions set forth in this
Agreement.
2. Warrant Price. At any time when shares are to be purchased pursuant to
the Warrant, the purchase price for each Warrant Share shall be $1.375 (the
"Warrant Price"), subject to adjustment as provided in this Agreement.
3. Exercise Period. The period for the exercise of the Warrant shall
commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver,
Colorado time on October 16, 2003 unless terminated earlier as provided in this
Agreement.
4. Exercise Of Warrant.
(a) The Warrant may be exercised in whole or in part by delivering to
the Treasurer or President of the Company at the address of the Company's
principal office (i) a Notice And Agreement Of Exercise Of Warrant,
substantially in the form attached hereto as Exhibit A, specifying the number of
Warrant Shares with respect to which the Warrant is exercised, and (ii) full
payment of the Warrant Price for such shares. Payment shall be made by certified
check or cleared funds. The Warrant may not be exercised in part unless the
purchase price for the Warrant Shares purchased is at least $1,000 or unless the
entire remaining portion of the Warrant is being exercised.
(b) Promptly upon receipt of the Notice And Agreement Of Exercise Of
Warrant together with the full payment of the Warrant Price, the Company shall
deliver to the Holder a properly executed certificate or certificates
representing the Warrant Shares being purchased.
5. Redemption Of Warrant. At any time on and after April 26, 2001 and prior
to the exercise or expiration of the Warrant, the Company shall have the right
to call the Warrants for redemption upon 30 days' prior written or published
notice at a price of $.001 per Warrant, provided however that the closing bid
quotation for the Common Stock for at least 20 of the 30 consecutive business
days ending on the business day prior to the Company's giving notice of
redemption has been at least $3.00 per share. The Holder shall have the right to
exercise the Warrant prior to the date set forth in the Company's notice of
redemption (the "Redemption Date"). After the Redemption Date, all rights of the
Holder shall terminate, other than the right to receive the redemption price of
$.001 per Warrant, without interest. The redemption price shall be subject to
adjustment upon the occurrence of certain events as described in this Agreement.
<PAGE>
6. Withholding Taxes. The Company may take such steps as it deems necessary
or appropriate for the withholding of any taxes which the Company is required by
any law or regulation or any governmental authority, whether federal, state or
local, domestic or foreign, to withhold in connection with the Warrant
including, but not limited to, the withholding of all or any portion of any
payment owed by the Company to the Holder or the withholding of issuance of
Warrant Shares to be issued upon the exercise of the Warrant.
7. Securities Laws Requirements. The issuance of the Warrant has not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), in
reliance upon an exemption from registration. In addition, no Warrant Shares
shall be issued unless and until, in the opinion of the Company, there has been
full compliance with, or an exemption from, any applicable registration
requirements of the 1933 Act, any applicable listing requirements of any
securities exchange on which stock of the same class has been listed, and any
other requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery. The Holder hereby acknowledges, represents, warrants and
agrees as follows, and, pursuant to the terms of the Notice And Agreement Of
Exercise Of Warrant (Exhibit A) that shall be delivered to the Company upon each
exercise of the Warrant, the Holder shall acknowledge, represent, warrant and
agree as follows:
(a) Holder is acquiring the Warrant and the Warrant Shares for
investment purposes only and the Warrant and the Warrant Shares that Holder is
acquiring will be held by Holder without sale, transfer or other disposition for
an indefinite period unless the transfer of those securities is subsequently
registered under the federal securities laws or unless exemptions from
registration are available;
(b) Holder's overall commitment to investments that are not readily
marketable is not disproportionate to Holder's net worth and Holder's investment
in the Warrant and the Warrant Shares will not cause such overall commitments to
become excessive;
(c) Holder's financial condition is such that Holder is under no
present or contemplated future need to dispose of any portion of the Warrant or
the Warrant Shares to satisfy any existing or contemplated undertaking, need or
indebtedness;
(d) Holder has sufficient knowledge and experience in business and
financial matters to evaluate, and Holder has evaluated, the merits and risks of
an investment in the Warrant and the Warrant Shares;
(e) The address set forth on the signature page to this Agreement is
Holder's true and correct residence, and Holder has no present intention of
becoming a resident of any other state or jurisdiction;
(f) Holder confirms that all documents, records and books pertaining
to an investment in the Warrant and the Warrant Shares that have been requested
by Holder have been made available or delivered to Holder. Without limiting the
foregoing, Holder has received and reviewed the Company's Annual Report on Form
10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB
for each of the quarters ended November 30, 1997, February 28, 1998 and May 31,
1998, and the other documents included with the letter from the Company to the
Holder dated November 24, 1998, and the Company's press releases dated each of
September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997,
January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13,
1998 and August 27, 1998, and Holder has had the opportunity to discuss the
acquisition of the Warrant and the Warrant Shares with the Company, and Holder
has obtained or been given access to all information concerning the Company that
Holder has requested;
(g) Holder has had the opportunity to ask questions of, and receive
the answers from, the Company concerning the terms of the investment in the
Warrant and the Warrant Shares and to receive additional information necessary
to verify the accuracy of the information delivered to Holder, to the extent
that the Company possesses such information or can acquire it without
unreasonable effort or expense;
<PAGE>
(h) Holder understands that the Warrant has not been, and the Warrant
Shares issuable upon exercise of the Warrants will not be, registered under the
1933 Act or any state securities laws in reliance on an exemption for private
offerings, and no federal or state agency has made any finding or determination
as to the fairness of this investment or any recommendation or endorsement of
the issuance of the Warrant or the Warrant Shares;
(i) The Warrant and the Warrant Shares that Holder is acquiring will
be solely for Holder's own account, for investment, and are not being purchased
with a view to or for the resale, distribution, subdivision or fractionalization
thereof. Holder has no agreement or arrangement for any such resale,
distribution, subdivision or fractionalization thereof;
(j) Holder acknowledges and is aware of the following:
(i) The Company has a history of losses. The Warrant and the
Warrant Shares constitute a speculative investment and involve a high
degree of risk of loss by Holder of Holder's total investment in the
Warrant and the Warrant Shares.
(ii) There are substantial restrictions on the transferability of
the Warrant and the Warrant Shares. The Warrant is not transferable.
The Warrant Shares cannot be transferred, pledged, hypothecated, sold
or otherwise disposed of unless they are registered under the 1933 Act
or an exemption from such registration is available and established to
the satisfaction of the Company; except as set forth in the
Subscription Agreement, investors in the Company have no rights to
require that the Warrant Shares be registered; there is no right of
presentment of the Warrant Shares and there is no obligation by the
Company to repurchase any of the Warrant Shares; and, accordingly,
Holder may have to hold the Warrant Shares indefinitely and it may not
be possible for Holder to liquidate Holder's investment in the
Company;
(iii) Each certificate issued representing the Warrant Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
<PAGE>
(k) The Holder shall report all sales of Warrant Shares to the Company
in writing on a form prescribed by the Company.
The restrictions described above, or notice thereof, may be placed on
the certificates representing the Warrant Shares purchased pursuant to the
Warrant, and the Company may refuse to issue the certificates or to transfer the
shares on its books unless it is satisfied that no violation of such
restrictions will occur.
8. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the
Company increases or decreases the number of its outstanding shares of common
stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in its common stock, or through a stock split or subdivision
of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving its common stock, the numbers,
rights and privileges of the shares of common stock included in the Warrant
shall be increased, decreased or changed in like manner as if such shares had
been issued and outstanding, fully paid and nonassessable at the time of such
occurrence and the Warrant Price shall be correspondingly decreased, increased
or otherwise changed. Whenever the number or kind of shares comprising the
Warrant Shares or the Warrant Price is adjusted, the Company shall promptly give
written notice and a certificate of the Chief Financial Officer or President of
the Company to each Holder of record of the outstanding Warrants, stating that
such an adjustment has been effected and setting forth the number and kind of
shares purchasable and the amount of the then-current Warrant Price, and stating
in reasonable detail the facts requiring such adjustment and the calculation of
such adjustment.
9. Reorganization And Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of the Company while
the Warrants remain outstanding, the Holder of the Warrants shall thereafter be
entitled to purchase pursuant to the Warrants (in lieu of the kind and number of
shares of Common Stock comprising Warrant Shares that such Holder would have
been entitled to purchase or acquire immediately before such reorganization or
reclassification) the kind and number of shares of stock of any class or classes
or other securities or property for or into which such shares of Common Stock
would have been exchanged, converted, or reclassified if the Warrant Shares had
been purchased immediately before such reorganization or reclassification. In
case of any such reorganization or reclassification, appropriate provision (as
determined by resolutions of the Board of Directors of the Company) shall be
made with respect to the rights and interest thereafter of the Holder of the
Warrants, to the end that all the provisions of this Warrant Agreement
(including adjustment provisions) shall thereafter be applicable, as nearly as
reasonably practicable, in relation to such stock or other securities or
property.
10. Common Stock To Be Received Upon Exercise. Holder understands that (a)
the Company is under no obligation to register the issuance of the Warrant
Shares, (b) the Company's obligation to register the resale of the Warrant
Shares under the 1933 Act is as set forth in Section 3 of the Subscription
Agreement, and (c) in the absence of any such registration, the Warrant Shares
cannot be sold unless they are sold pursuant to an exemption from registration
under the 1933 Act. Holder also understands that with respect to Rule 144,
routine sales of securities made in reliance upon such Rule can be made only in
limited amounts in accordance with the terms and conditions of the Rule, and
that in cases in which the Rule is inapplicable, compliance with either
Regulation A or another disclosure exemption under the 1933 Act will be
required. Thus, the Warrant Shares will have to be held indefinitely in the
absence of registration under the Act or an exemption from registration.
Furthermore, the Holder fully understands that issuance of the Warrant
Shares will not be registered under the Act and that, because the issuance of
the Warrant Shares will not be registered, the Warrant Shares will be issued in
reliance upon an exemption which is available only if Holder acquires such
shares for investment and not with a view to distribution. Holder is familiar
with the phrase "acquired for investment and not with a view to distribution" as
it relates to the Act and the special meaning given to such term in various
releases of the Securities And Exchange Commission.
11. Privilege Of Ownership. Holder shall not have any of the rights of a
stockholder with respect to the shares covered by the Warrant except to the
extent that one or more certificates for such shares shall be delivered to him
upon exercise of the Warrant.
12. Relationship To Engagement. Nothing contained in this Agreement (i)
shall confer upon the Holder any right with respect to continuance of Holder's
engagement by, or affiliation with, or relationship to, the Company, or (ii)
shall interfere in any way with the right of the Company at any time to
terminate the Holder's engagement by, position or affiliation with, or
relationship to, the Company.
<PAGE>
13. Notices. All notices, requests, demands, directions and other
communications ("Notices") concerning this Agreement shall be in writing and
shall be mailed or delivered personally or sent by telecopier or facsimile to
the applicable party at the address of such party set forth below in this
Section 13. When mailed, each such Notice shall be sent by first class,
certified mail, return receipt requested, enclosed in a postage prepaid wrapper,
and shall be effective on the fifth business day after it has been deposited in
the mail. When delivered personally, each such Notice shall be effective when
delivered to the address for the respective party set forth in this Section 13,
provided that it is delivered on a business day and further provided that it is
delivered prior to 5:00 p.m., local time of the party to whom the notice is
being delivered, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is delivered.
When sent by telecopier or facsimile, each such Notice shall be effective on the
day on which it is sent provided that it is sent on a business day and further
provided that it is sent prior to 5:00 p.m., local time of the party to whom the
Notice is being sent, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is sent. Each
such Notice shall be addressed to the party to be notified as shown below:
(a) if to the Company:
Double Eagle Petroleum And Mining Co.
777 Overland Trail
Casper, Wyoming 82602
Facsimile No. (307) 266-1823
Attention: President
(b) if to the Holder:
Tina H. Vessels
At the address set forth on the signature page
of this Agreement
Either party may change its respective address for purposes of this Section
13 by giving the other party Notice of the new address in the manner set forth
above.
14. General Provisions. This instrument (a) contains the entire agreement
between the parties, (b) may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver, (c) shall be construed in accordance
with, and governed by the laws of Colorado, and (d) shall be binding upon and
shall inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth. All pronouns contained
herein and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural as the identity of the parties hereto may
require.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
set forth below.
DOUBLE EAGLE PETROLEUM AND
MINING CO.
Date:____________________ By:_______________________________
------------------------------
Printed Name And Title
HOLDER
Date:____________________ __________________________________
Tina H. Vessels, individually
Address: 1610 Wynkoop, Suite 100
Denver, Colorado 80202
Facsimile No. (303) 534-0487
<PAGE>
EXHIBIT A
(To Double Eagle Petroleum And Mining Co.
Stock Warrant Agreement)
DOUBLE EAGLE PETROLEUM AND MINING CO.
NOTICE AND AGREEMENT OF EXERCISE OF WARRANT
I hereby exercise my Double Eagle Petroleum And Mining Co. Stock Warrant
dated as of October 16, 1998 as to ________ shares of the $.01 par value common
stock (the "Warrant Shares") of Double Eagle Petroleum And Mining Co. (the
"Company") at a purchase price of $_______ per share. The total exercise price
for these Warrant Shares is $________. Enclosed is payment in the form of
___________________.
Enclosed is the payment specified in Section 4 of my Warrant Agreement.
I understand that no Warrant Shares will be issued unless and until, in the
opinion of the Company, there has been full compliance with, or an exemption
from, any applicable registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), any applicable listing requirements of any securities
exchange on which stock of the same class is then listed, and any other
requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery. I hereby acknowledge, represent, warrant and agree, to
and with the Company as follows:
(a) Holder is acquiring the Warrant Shares for investment purposes only and
the Warrant Shares that Holder is acquiring will be held by Holder without sale,
transfer or other disposition for an indefinite period unless the transfer of
those securities is subsequently registered under the federal securities laws or
unless exemptions from registration are available;
(b) Holder's overall commitment to investments that are not readily
marketable is not disproportionate to Holder's net worth and Holder's investment
in the Warrant Shares will not cause such overall commitments to become
excessive;
(c) Holder's financial condition is such that Holder is under no present or
contemplated future need to dispose of any portion of the Warrant Shares to
satisfy any existing or contemplated undertaking, need or indebtedness;
(d) Holder has sufficient knowledge and experience in business and
financial matters to evaluate, and Holder has evaluated, the merits and risks of
an investment in the Warrant Shares;
(e) The address set forth in this Agreement is Holder's true and correct
residence, and Holder has no present intention of becoming a resident of any
other state or jurisdiction;
(f) Holder confirms that all documents, records and books pertaining to an
investment in the Warrant Shares that have been requested by the Holder have
been made available or delivered to Holder. Without limiting the foregoing,
Holder has received and reviewed the Company's Annual Report on Form 10-KSB for
the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of
the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, all
subsequent periodic reports required to be filed by the Company pursuant to the
Securities Exchange Act of 1934, as amended, that have been provided to the
Holder by the Company, and the Company's press releases dated each of September
19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13,
1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and
August 27, 1998, and all subsequent press releases issued by the Company that
have been provided to the Holder by the Company, and Holder has had the
opportunity to discuss the acquisition of the Warrant Shares with the Company,
and Holder has obtained or been given access to all information concerning the
Company that Holder has requested;
(g) Holder has had the opportunity to ask questions of, and receive the
answers from, the Company concerning the terms of the investment in the Warrant
Shares and to receive additional information necessary to verify the accuracy of
the information delivered to Holder, to the extent that the Company possesses
such information or can acquire it without unreasonable effort or expense;
(h) Holder understands that the issuance of the Warrant Shares upon the
exercise of the Warrants has not been registered under the 1933 Act or any state
securities laws in reliance on an exemption for private offerings, and no
federal or state agency has made any finding or determination as to the fairness
of this investment or any recommendation or endorsement of the sale of the
Warrant Shares;
(i) The Warrant Shares that Holder is acquiring will be solely for Holder's
own account, for investment, and are not being purchased with a view to or for
the resale, distribution, subdivision or fractionalization thereof. Holder has
no agreement or arrangement for any such resale, distribution, subdivision or
fractionalization thereof;
<PAGE>
(j) Holder acknowledges and is aware of the following:
(i) The Company has a history of losses. The Warrant Shares
constitute a speculative investment and involve a high degree of risk
of loss by Holder of Holder's total investment in the Warrant Shares.
(ii) There are substantial restrictions on the transferability of
the Warrant Shares. The Warrant Shares cannot be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered
under the 1933 Act or an exemption from such registration is available
and established to the satisfaction of the Company; investors in the
Company have no rights to require that the Warrant Shares be
registered except as set forth in the Subscription Agreement; there is
no right of presentment of the Warrant Shares and there is no
obligation by the Company to repurchase any of the Warrant Shares;
and, accordingly, Holder may have to hold the Warrant Shares
indefinitely and it may not be possible for Holder to liquidate
Holder's investment in the Company.
(iii) Each certificate issued representing the Warrant Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
The number of Warrant Shares specified above are to be issued in the
name or names set forth below in the left-hand column.
(Print Your Name) Signature
(Holder - Print Name of Spouse Address
if you wish joint registration)
City, State and Zip Code
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into
effective the 16th day of October 1998, by and between Thomas J. Vessels (the
"Consultant"), whose principal place of business is 1610 Wynkoop, Suite 100,
Denver, Colorado 80202, and Double Eagle Petroleum And Mining Co., a Wyoming
corporation (the "Company"), whose principal place of business is 777 Overland
Trail, Casper, Wyoming 82601, as follows:
1. Consulting Services. (a) The Company hereby retains the Consultant as an
independent consultant to the Company and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Company such
services of an advisory or consultive nature in order to provide the Company
with oil and gas transactions and acquisitions that the Company may be
interested in pursuing.
(b) On and after October 16, 1998, Consultant will provide Company the
first right to participate in all oil and gas transactions in which Consultant
or Consultant's designee has the right to participate, or for which Consultant
is otherwise compensated for finding participants (the "Consultant
Transactions"), except for those transactions arising or occurring from
agreements with the parties or with respect to the areas set forth on Schedule A
attached to and made a part of this Agreement that existed before October 16,
1998. Any such participation by the Company shall be on the same basis that
Consultant is entitled to participate so that any compensation or other
consideration to which Consultant is entitled as a result of and to the extent
of the Company's participation shall be passed on to the Company. To the extent
that Company does not desire to participate in any such transaction, Consultant
will be free to participate or otherwise transfer such participation and to
receive compensation therefor. Prior to participating or otherwise transferring
such participation or receiving compensation therefor with respect to a
Consultant Transaction pursuant to a right that arises or accrues on or after
October 16, 1998, Consultant shall provide written notice to the Company of the
anticipated scope, out-of-pocket costs, and other terms of the Consultant
Transaction. The Company may elect to participate in the proposed Consultant
Transaction by delivering to Consultant written notice of the Company's binding
election to participate setting forth the extent of the Company's participation
on or before the earlier to occur of 30 days after the Company's receipt of
Consultant's written notice or the date that Consultant must commit to the
Consultant Transaction (the "Participation Deadline Date"). If the Company does
not provide the Consultant with the Company's acceptance on or before the
Participation Deadline Date, the Company shall be deemed to have elected not to
participate in the Consultant Transaction. If the Company provides its written
acceptance prior to the Participation Deadline Date, the Consultant shall
promptly provide to the Company all assignments and other documents reasonably
necessary for the Company to participate in the Consultant Transaction and the
Company shall pay to the operator, transferor or other appropriate party with
respect to the Consultant Transaction the consideration required to be paid with
respect to the Company's interest in the Consultant Transaction. Notwithstanding
the foregoing, the Consultant shall not participate in any Consultant
Transaction in which the Company elects to participate in accordance with this
Section 1(b) and in which the Company is prohibited from participating by
parties to the Consultant Transaction other than Consultant unless the Company
gives Consultant the Company's prior written consent to such participation,
which consent shall not be unreasonably withheld. Nothing in this Agreement
shall be deemed to require Consultant to disclose any information that is
subject to confidentiality restrictions imposed by third parties, including
without limitation, information concerning Consultant Transactions.
2. Time, Place and Manner of Performance. The Consultant shall be available
for advice and counsel to the Company at such reasonable and convenient times
and places as may be mutually agreed upon. Consultant has been performing such
services since October 16, 1998 and agrees to be reasonably available to
continue to perform such services through January 31, 2000 at the Company's
request.
3. Term of Agreement. The terms of this Agreement include consultant's
services from and including October 16, 1998 through January 31, 2000 subject,
however, to prior termination as herein provided. Upon the mutual agreement of
the Company and the Consultant prior to the expiration of the then-current term,
this Agreement may be renewed for one or more additional one-year terms subject,
however, to prior termination as herein provided.
<PAGE>
4. Compensation. In consideration of Consultant's providing services to the
Company pursuant to the terms of this Agreement, the Company hereby agrees to
compensate Consultant by issuing to the Consultant options to purchase up to
36,500 shares of the Company's restricted common stock. These options will be
exercisable at a purchase price of $1.375 per share until October 16, 2001
according to the terms of the Option Agreement attached to and made a part of
this Agreement as Exhibit B. In the event that this Agreement is renewed,
Consultant shall be entitled to such additional compensation in the form of
options, shares, cash or other compensation as the parties shall mutually agree.
5. Expenses. Consultant will be paid $12,000 per year to cover travel and
other expenses related to such services. All such payments will be based on
reimbursements of receipts submitted to the Company on or before the 15th day
following the end of the fiscal quarter in which such expenses are incurred and
such payments will be made within 30 days after the Company's receipt of
Consultant's receipts and reimbursement request.
6. Termination. This Agreement may be terminated at any time by either the
Company or Consultant without cause upon written notice of termination from the
Company to Consultant or from Consultant to the Company, as the case may be;
provided however, that if this Agreement is terminated by the Company for cause,
the provisions of Section 1(b) of this Agreement shall remain in effect with
respect to any opportunity to participate in Consultant Transactions as to which
Consultant had actual knowledge prior to such termination whether or not
previously disclosed to Company. All accrued obligations of the Consultant and
the Company through the date of termination (with or without cause) shall
survive termination and remain in force until discharged. As used in this
Section 6, termination "for cause" means a termination on account of dishonesty,
disloyalty or insubordination on the part of the Consultant as determined by the
Board of Directors of the Corporation or a Committee of the Board of Directors.
The Agreement will terminate without payment or penalty in the event of the
death or disability of Consultant.
7. Confidential Information.
(a) Acknowledgement And Definition. Consultant acknowledges that Consultant
will acquire information and materials from the Company and knowledge about the
Company's business, products, techniques, customers, clients and suppliers.
Consultant further acknowledges that all such knowledge, information and
materials acquired, the existence, terms and conditions of this Agreement, are
and will be the trade secrets and confidential and proprietary information of
Company (collectively, the "Confidential Information"). Confidential Information
will not include, however, (i) any information which is or becomes part of the
public domain through no fault of Consultant or that the Company regularly gives
to third parties without restriction on use or disclosure, (ii) information that
is required to be disclosed by judicial or administrative order or otherwise by
law, provided however that Consultant shall provide the Company with notice
prior to the proposed disclosure and reasonably assist the Company in obtaining
a protective order or to otherwise seek to legally prevent disclosure if
requested by the Company and the Company agrees to reimburse Consultant for
Consultant's reasonable out-of-pocket expenses for that assistance, and (iii)
information that is acquired by Consultant from a third party who was not under
a confidentiality obligation that benefits the Company.
(b) Maintaining Confidentiality. To ensure the continued confidentiality of
the Confidential Information, Consultant agrees as follows:
(i) to hold all Confidential Information in strict confidence; not to
disclose it to others or use it in any way, commercially or otherwise,
except in performing the Consultant's services pursuant to this Agreement;
and not to allow any unauthorized person access to it;
(ii) to take all action reasonably necessary to protect the
confidentiality of the Confidential Information including, without
limitation, implementing and enforcing operating procedures to minimize the
possibility of unauthorized use or copying of the Confidential Information;
and
<PAGE>
(iii) that Confidential Information furnished to Consultant by the
Company or produced by Consultant or others in connection with the services
performed pursuant to this Agreement will be and remain the sole property
of the Company. Consultant agrees to return all Confidential Information
and any materials or other property provided by the Company promptly, at
the Company's request, upon expiration of this Agreement, or upon
termination of Consultant's services by Consultant or by the Company for
any reason, whichever occurs first. Consultant agrees not to retain any
Confidential Information or reproductions thereof, or other such property
or materials, after such request, expiration or termination.
(c) Survival. The provisions of this Section 7 shall survive termination of
this Agreement.
8. Nature of Relationship. It is understood and acknowledged by the parties
that the Consultant is being retained by the Company in an independent
contractor capacity and not as an employee or agent. Unless the Company shall
have otherwise consented in writing, Consultant will not enter into any
agreement or incur any obligation on behalf of the Company. Consultant
acknowledges that in performing services pursuant to this Agreement, Consultant
shall be an independent contractor and not an employee of the Company, and, as
such, Consultant shall be responsible for the paying of taxes or any other
amounts payable in respect of the payments to Consultant pursuant to this
Agreement and further that Consultant shall not be entitled to receive any
benefits received by any of the employees of the Company. Except as authorized
by the Company in writing, Consultant shall not hold himself out as acting or
authorized to incur liabilities or obligations for or on behalf of the Company.
Notwithstanding the foregoing, Consultant may, in dealings with third parties,
represent and hold himself out as a consultant retained by the Company to
provide consulting services as provided herein.
9. Conflict of Interest. This Agreement does not restrict Consultant from
performing services for other persons except to the extent that any such other
activities would cause Consultant to breach Consultant's obligations under this
Agreement.
10. Notices and Waiver. Any notices required or permitted to be given under
this Agreement shall be sufficient if in writing and delivered, faxed or sent by
mail to the principal office of each party. Any waiver by the Consultant of a
breach of any provision of this Agreement by the Company shall not operate or be
construed as a waiver of any subsequent breach by the Company.
11. Assignment and Law. This Agreement and the rights and obligations of
the parties hereunder shall inure to the benefit of and shall be binding upon
their successor and assigns but shall not be assignable without consent. It is
the intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and enforced in, under and pursuant to the laws of the State of
Colorado, in the courts of Denver, Colorado.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
CONSULTANT COMPANY
Thomas J. Vessels Double Eagle Petroleum And Mining Co.
By:
------------------------------------
Thomas J. Vessels, individually Stephen H. Hollis, President
<PAGE>
SCHEDULE A
(Attached To And Made A Part Of The Consulting Agreement Dated
October 16, 1998 Between Double Eagle Petroleum And Mining Co.
And Thomas J. Vessels)
Consultant Transactions arising or occurring from agreements with the parties or
with respect to the areas set forth below that existed before October 16, 1998
shall not be opportunities covered by the Consulting Agreement to which this
Schedule is attached, and Company shall not have any right or interest in
opportunities or other transactions relating thereto.
1. Red Mountain Exploration, Area of Mutual Interest, Anadarko Basin.
2. Native Power Corporation, Hobbema, Pigeon Lake Reserve.
3. Associated Energy Managers/Energy Income Fund.
4. Energy Holdings PLC/Energy Finance Ltd.
5. Oil, gas and other mineral interests owned by Consultant and/or family
members in the DJ Basin and Texas.
THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT
TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.
DOUBLE EAGLE PETROLEUM AND MINING CO.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as
of the 16th day of October 1998 by and between Double Eagle Petroleum And Mining
Co., a Wyoming corporation (the "Company"), and Thomas J. Vessels (the
"Optionee").
WITNESSETH:
WHEREAS, pursuant to the Consulting Agreement dated as of October 16, 1998
between the Company and Optionee (the "Consulting Agreement"), the Company
agreed to issue to Optionee an option to purchase shares of the $.01 par value
common stock of the Company ("Common Stock"), said option to be for the number
of shares, at the price per share and on the terms set forth in this Agreement;
and
WHEREAS, the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Grant Of Option. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase all or any part of an aggregate of 36,500
shares of the authorized and unissued $.10 par value common stock of the Company
(the "Option Shares") pursuant to the terms and conditions set forth in this
Agreement.
2. Option Price. At any time when shares are to be purchased pursuant to
the Option, the purchase price for each Option Share shall be $1.375 (the
"Option Price"), subject to adjustment as provided in this Agreement.
3. Exercise Period. The period for the exercise of the Option shall
commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver,
Colorado time on October 16, 2001 unless terminated earlier as provided in this
Agreement. Notwithstanding the foregoing, to the extent not earlier terminated,
the Option shall terminate three months after the termination of the Consulting
Agreement (a) by the Company for cause, or (b) by the Optionee.
4. Exercise Of Option.
(a) The Option may be exercised in whole or in part by delivering to
the Treasurer of the Company (i) a Notice And Agreement Of Exercise Of Option,
substantially in the form attached hereto as Exhibit A, specifying the number of
Option Shares with respect to which the Option is exercised, and (ii) full
payment of the Option Price for such shares. Payment shall be made by certified
check or cleared funds. The Option may not be exercised in part unless the
purchase price for the Option Shares purchased is at least $1,000 or unless the
entire remaining portion of the Option is being exercised.
(b) Promptly upon receipt of the Notice And Agreement Of Exercise Of
Option together with the full payment of the Option Price, the Company shall
deliver to the Optionee a properly executed certificate or certificates
representing the Option Shares being purchased.
5. Withholding Taxes. The Company may take such steps as it deems necessary
or appropriate for the withholding of any taxes which the Company is required by
any law or regulation or any governmental authority, whether federal, state or
local, domestic or foreign, to withhold in connection with the Option including,
but not limited to, the withholding of all or any portion of any payment owed by
the Company to the Optionee or the withholding of issuance of Option Shares to
be issued upon the exercise of the Option.
<PAGE>
6. Securities Laws Requirements. No Option Shares shall be issued unless
and until, in the opinion of the Company, there has been full compliance with,
or an exemption from, any applicable registration requirements of the Securities
Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of
any securities exchange on which stock of the same class has been listed, and
any other requirements of law or any regulatory bodies having jurisdiction over
such issuance and delivery, or applicable exemptions are available and have been
complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of
Option (Exhibit A) that shall be delivered to the Company upon each exercise of
the Option, the Optionee shall acknowledge, represent, warrant and agree as
follows:
(a) Optionee is acquiring the Option Shares for investment purposes
only and the Option Shares that Optionee is acquiring will be held by Optionee
without sale, transfer or other disposition for an indefinite period unless the
transfer of those securities is subsequently registered under the federal
securities laws or unless exemptions from registration are available;
(b) Optionee's overall commitment to investments that are not readily
marketable is not disproportionate to Optionee's net worth and Optionee's
investment in the Option Shares will not cause such overall commitments to
become excessive;
(c) Optionee's financial condition is such that Optionee is under no
present or contemplated future need to dispose of any portion of the Option
Shares to satisfy any existing or contemplated undertaking, need or
indebtedness;
(d) Optionee has sufficient knowledge and experience in business and
financial matters to evaluate, and Optionee has evaluated, the merits and risks
of an investment in the Option Shares;
(e) The address set forth forth on the signature page to this
Agreement is Optionee's true and correct residence, and Optionee has no present
intention of becoming a resident of any other state or jurisdiction;
(f) Optionee confirms that all documents, records and books pertaining
to an investment in the Warrant and the Option Shares that have been requested
by Optionee have been made available or delivered to Optionee. Without limiting
the foregoing, Optionee has received and reviewed the Company's Annual Report on
Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form
10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and
May 31, 1998, and the other documents included with the letter from the Company
to the Optionee dated November 19, 1998, and the Company's press releases dated
each of September 19, 1997, September 26, 1997, October 1, 1997, December 3,
1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August
13, 1998 and August 27, 1998, and Optionee has had the opportunity to discuss
the acquisition of the Warrant and the Option Shares with the Company, and
Optionee has obtained or been given access to all information concerning the
Company that Optionee has requested;
(g) Optionee has had the opportunity to ask questions of, and receive
the answers from, the Company concerning the terms of the investment in the
Option Shares and to receive additional information necessary to verify the
accuracy of the information delivered to Optionee, to the extent that the
Company possesses such information or can acquire it without unreasonable effort
or expense;
(h) Optionee understands that the Options have not, and the Option
Shares issuable upon exercise of the Options will not be, registered under the
1933 Act or any state securities laws in reliance on an exemption for private
offerings, and no federal or state agency has made any finding or determination
as to the fairness of this investment or any recommendation or endorsement of
the sale of the Option Shares;
(i) The Option Shares that Optionee is acquiring will be solely for
Optionee's own account, for investment, and are not being purchased with a view
to or for the resale, distribution, subdivision or fractionalization thereof.
Optionee has no agreement or arrangement for any such resale, distribution,
subdivision or fractionalization thereof;
<PAGE>
(j) Optionee acknowledges and is aware of the following:
(i) The Company has a history of losses. The Option Shares
constitute a speculative investment and involve a high degree of risk
of loss by Optionee of Optionee's total investment in the Option
Shares.
(ii) There are substantial restrictions on the transferability of
the Option Shares. The Option is not transferable except by will or
the laws of descent and distribution, and any attempt to do so shall
void the Option. The Option Shares cannot be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered
under the 1933 Act or an exemption from such registration is available
and established to the satisfaction of the Company; investors in the
Company have no rights to require that the Option Shares be registered
except as set forth in Section 9 of this Agreement; there is no right
of presentment of the Option Shares and there is no obligation by the
Company to repurchase any of the Option Shares; and, accordingly,
Optionee may have to hold the Option Shares indefinitely and it may
not be possible for Optionee to liquidate Optionee's investment in the
Company.
(iii) Each certificate issued representing the Option Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
The restrictions described in this Section 6 or notice thereof may be
placed on the certificates representing the Option Shares purchased pursuant to
the Option, and the Company may refuse to issue the certificates or to transfer
the shares on its books unless it is satisfied that no violation of such
restrictions will occur.
7. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the
Company increases or decreases the number of its outstanding shares of common
stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in its common stock, or through a stock split or subdivision
of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving its common stock, the numbers,
rights and privileges of the shares of common stock included in the Option shall
be increased, decreased or changed in like manner as if such shares had been
issued and outstanding, fully paid and nonassessable at the time of such
occurrence and the Option Price shall be correspondingly decreased, increased or
otherwise changed. Whenever the number or kind of shares comprising the Option
Shares or the Option Price is adjusted, the Company shall promptly give written
notice and a certificate of the Chief Financial Officer or President of the
Company to each holder of record of the outstanding Options, stating that such
an adjustment has been effected and setting forth the number and kind of shares
purchasable and the amount of the then-current Warrant Price, and stating in
reasonable detail the facts requiring such adjustment and the calculation of
such adjustment.
8. Reorganization And Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of the Company while
the Options remain outstanding, the holder of the Options shall thereafter be
entitled to purchase pursuant to the Options (in lieu of the kind and number of
shares of Common Stock comprising Option Shares that such holder would have been
entitled to purchase or acquire immediately before such reorganization or
reclassification) the kind and number of shares of stock of any class or classes
or other securities or property for or into which such shares of Common Stock
would have been exchanged, converted, or reclassified if the Option Shares had
been purchased immediately before such reorganization or reclassification. In
case of any such reorganization or reclassification, appropriate provision (as
determined by resolutions of the Board of Directors of the Company) shall be
made with respect to the rights and interest thereafter of the holder of the
Options, to the end that all the provisions of this Option Agreement (including
adjustment provisions) shall thereafter be applicable, as nearly as reasonably
practicable, in relation to such stock or other securities or property.
9. Registration Rights. Optionee shall have the right to include the Option
Shares in any registration statement filed on behalf of the purchasers of Units
of the Company's Common Stock and Warrants pursuant to the same terms, including
with respect to the payment of expenses, as set forth in Section 3 of the
Subscription Agreement dated November 24, 1998 between the Company and each of
the purchasers, including Optionee.
<PAGE>
10. Common Stock To Be Received Upon Exercise. Optionee understands that
(a) the Company is under no obligation to register the issuance of the Option
Shares, (b) the Company's obligation to register the resale of the Option Shares
under the 1933 Act is as set forth in Section 9 of this Agreement, and (c) in
the absence of any such registration, the Option Shares cannot be sold unless
they are sold pursuant to an exemption from registration under the 1933 Act.
Optionee also understands that with respect to Rule 144, routine sales of
securities made in reliance upon such Rule can be made only in limited amounts
in accordance with the terms and conditions of the Rule, and that in cases in
which the Rule is inapplicable, compliance with either Regulation A or another
disclosure exemption under the 1933 Act will be required. Thus, the Option
Shares will have to be held indefinitely in the absence of registration under
the Act or an exemption from registration.
Furthermore, the Optionee fully understands that issuance of the Option
Shares will not be registered under the Act and that, because the issuance of
the Option Shares will not be registered, the Option Shares will be issued in
reliance upon an exemption which is available only if Optionee acquires such
shares for investment and not with a view to distribution. Optionee is familiar
with the phrase "acquired for investment and not with a view to distribution" as
it relates to the Act and the special meaning given to such term in various
releases of the Securities And Exchange Commission.
11. Privilege Of Ownership. Optionee shall not have any of the rights of a
stockholder with respect to the shares covered by the Option except to the
extent that one or more certificates for such shares shall be delivered to him
upon exercise of the Option.
12. Relationship To Engagement. Nothing contained in this Agreement (i)
shall confer upon the Optionee any right with respect to continuance of
Optionee's engagement by, or affiliation with, or relationship to, the Company,
or (ii) shall interfere in any way with the right of the Company at any time to
terminate the Optionee's engagement by, position or affiliation with, or
relationship to, the Company.
13. Notices. All notices, requests, demands, directions and other
communications ("Notices") concerning this Agreement shall be in writing and
shall be mailed or delivered personally or sent by telecopier or facsimile to
the applicable party at the address of such party set forth below in this
Section 13. When mailed, each such Notice shall be sent by first class,
certified mail, return receipt requested, enclosed in a postage prepaid wrapper,
and shall be effective on the fifth business day after it has been deposited in
the mail. When delivered personally, each such Notice shall be effective when
delivered to the address for the respective party set forth in this Section 13,
provided that it is delivered on a business day and further provided that it is
delivered prior to 5:00 p.m., local time of the party to whom the notice is
being delivered, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is delivered.
When sent by telecopier or facsimile, each such Notice shall be effective on the
day on which it is sent provided that it is sent on a business day and further
provided that it is sent prior to 5:00 p.m., local time of the party to whom the
Notice is being sent, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is sent. Each
such Notice shall be addressed to the party to be notified as shown below:
(a) if to the Company:
Double Eagle Petroleum And Mining Co.
777 Overland Trail
Casper, Wyoming 82602
Facsimile No. (307) 266-1823
Attention: President
(b) if to the Optionee:
Thomas J. Vessels
At the address set forth on the signature page
of this Agreement
<PAGE>
Either party may change its respective address for purposes of this
Section 13 by giving the other party Notice of the new address in the manner set
forth above.
14. General Provisions. This instrument (a) contains the entire agreement
between the parties, (b) may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver, (c) shall be construed in accordance
with, and governed by the laws of Colorado, and (d) shall be binding upon and
shall inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth. All pronouns contained
herein and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural as the identity of the parties hereto may
require.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
set forth below.
DOUBLE EAGLE PETROLEUM AND
MINING CO.
Date:____________________ By:___________________________
------------------------------
Printed Name And Title
OPTIONEE
Date:____________________ ______________________________
Thomas J. Vessels
Address: 1610 Wynkoop, Suite 100
Denver, Colorado 80202
Facsimile No. (303) 534-0487
<PAGE>
EXHIBIT A
(To Double Eagle Petroleum And Mining Co.
Stock Option Agreement)
DOUBLE EAGLE PETROLEUM AND MINING CO.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise my Double Eagle Petroleum And Mining Co. Stock Option
dated as of October 16, 1998 as to ________ shares of the $.01 par value common
stock (the "Option Shares") of Double Eagle Petroleum And Mining Co. (the
"Company") at a purchase price of $1.375 per share. The total exercise price for
these Option Shares is $________. Enclosed is payment in the form of
___________________.
Enclosed is the payment specified in Paragraph 4 of my Option Agreement.
I understand that no Option Shares will be issued unless and until, in the
opinion of the Company, there has been full compliance with, or an exemption
from, any applicable registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), any applicable listing requirements of any securities
exchange on which stock of the same class is then listed, and any other
requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery. I hereby acknowledge, represent, warrant and agree, to
and with the Company as follows:
(a) Optionee is acquiring the Option Shares for investment purposes only
and the Option Shares that Optionee is acquiring will be held by Optionee
without sale, transfer or other disposition for an indefinite period unless the
transfer of those securities is subsequently registered under the federal
securities laws or unless exemptions from registration are available;
(b) Optionee's overall commitment to investments that are not readily
marketable is not disproportionate to Optionee's net worth and Optionee's
investment in the Option Shares will not cause such overall commitments to
become excessive;
(c) Optionee's financial condition is such that Optionee is under no
present or contemplated future need to dispose of any portion of the Option
Shares to satisfy any existing or contemplated undertaking, need or
indebtedness;
(d) Optionee has sufficient knowledge and experience in business and
financial matters to evaluate, and Optionee has evaluated, the merits and risks
of an investment in the Option Shares;
(e) The address set forth on the signature page of this Notice is
Optionee's true and correct residence, and Optionee has no present intention of
becoming a resident of any other state or jurisdiction;
(f) Optionee confirms that all documents, records and books pertaining to
an investment in the Option Shares that have been requested by Optionee have
been made available or delivered to Optionee. Without limiting the foregoing,
Optionee has received and reviewed the Company' s Annual Report on Form 10-KSB
for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each
of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and
the other documents included with the letter from the Company to the Optionee
dated November 19, 1998, and the Company's press releases dated each of
September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997,
January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13,
1998 and August 27, 1998, and Optionee has had the opportunity to discuss the
acquisition of the Warrant and the Option Shares with the Company, and Optionee
has obtained or been given access to all information concerning the Company that
Optionee has requested;
(g) Optionee has had the opportunity to ask questions of, and receive the
answers from, the Company concerning the terms of the investment in the Option
Shares and to receive additional information necessary to verify the accuracy of
the information delivered to Optionee, to the extent that the Company possesses
such information or can acquire it without unreasonable effort or expense;
(h) Optionee understands that the Options have not, and the Option Shares
issuable upon exercise of the Options will not be, registered under the 1933 Act
or any state securities laws in reliance on an exemption for private offerings,
and no federal or state agency has made any finding or determination as to the
fairness of this investment or any recommendation or endorsement of the sale of
the Option Shares;
<PAGE>
(i) The Option Shares that Optionee is acquiring will be solely for
Optionee's own account, for investment, and are not being purchased with a view
to or for the resale, distribution, subdivision or fractionalization thereof.
Optionee has no agreement or arrangement for any such resale, distribution,
subdivision or fractionalization thereof;
(j) Optionee acknowledges and is aware of the following:
(i) The Company has a history of losses. The Option Shares
constitute a speculative investment and involve a high degree of risk
of loss by Optionee of Optionee's total investment in the Option
Shares.
(ii) There are substantial restrictions on the transferability of
the Option Shares. The Option Shares cannot be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered
under the 1933 Act or an exemption from such registration is available
and established to the satisfaction of the Company; investors in the
Company have no rights to require that the Option Shares be registered
except as set forth in Section 9 of the Option Agreement; there is no
right of presentment of the Option Shares and there is no obligation
by the Company to repurchase any of the Option Shares; and,
accordingly, Optionee may have to hold the Option Shares indefinitely
and it may not be possible for Optionee to liquidate Optionee's
investment in the Company.
(iii) Each certificate issued representing the Option Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT."
The number of Option Shares specified above are to be issued in the name or
names set forth below in the left-hand column.
(Print Your Name) Signature
(Optionee - Print Name of Spouse Address
if you wish joint registration)
City, State and Zip Code
