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 | 2007 |
CO-Investment Agreement
CO-Investment Agreement (37K)
Doc #2869294: Click preview link for longer preview.
CO-INVESTMENT AGREEMENT
This Co-Investment Agreement is made and entered into this 31st day of October 2006 (the �Agreement�), between Beard Technologies, Inc., an Oklahoma corporation (�BTI�), and PinnOak Resources LLC, a Delaware limited liability company (�PinnOak�).
WHEREAS, BTI has formed Beard Pinnacle, LLC (�Beard Pinnacle�) to construct and operate a pond fines recovery project at Pinnacle Mining Company, LLC;
WHEREAS, the equity owners of PinnOak (said owners referred to as the �PinnOak Parties�) have agreed to purchase a fifty percent ownership interest in Beard Pinnacle; . . .
2869294
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Beard
As referenced in this CO-Investment Agreement:
Beard Company – ownership, order of a Governmental Authority or otherwise.
?Annual Net Cash Flow? shall have the meaning set forth in the BP Operating Agreement.
?Beard Entity? means (i) BTI, (ii) The Beard Company , an Oklahoma corporation and the sole shareholder of BTI, and (iii) any Affiliate of BTI or The Beard Company.
?BP Operating Agreement? means the Amended and Restated Operating Agreement
_____________
Beard Company – the BP Operating Agreement.
?Beard Entity? means (i) BTI, (ii) The Beard Company, an Oklahoma corporation and the sole shareholder of BTI, and (iii) any Affiliate of BTI or The Beard Company .
?BP Operating Agreement? means the Amended and Restated Operating Agreement attached hereto at Exhibit ?A?, a conformed original of which shall be entered into by BTI and the PinnOak
_____________
dt 1722891
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| 2003 |
Warrant
Warrant (46K)
Doc #231375: Click preview link for longer preview.
WARRANT NO. 2003-__
February __, 2003 For the Purchase of _______ shares of
Common Stock of The Beard Company
FOR VALUE RECEIVED, THE BEARD COMPANY, an Oklahoma corporation (the
"Corporation"), hereby grants to ________________ or its registered assigns
(collectively the "Holder"), the right (the "Warrants") to purchase at any time
before the Expiration Date (as hereafter defined) ___________________ (_______)
duly authorized, validly issued, fully paid and non-assessable shares (the
"Warrant Shares") of the Corporation's Common Stock, $.001333 par value (the
"Common Stock"), at the Exercise Price (as hereafter defined) and on the terms
and conditions herein set forth. The number of Warrant Shares and the Exercise
Price will be subject to adjustment as provided in this Warrant. The Warrants
are being issued pursuant to the terms of the 10% Subordinated Notes due April
1, 2004 of the Corporation (the "Notes").
This Warrant is issued subject to the following terms and conditions:
1. Exercise of Warrant. The Warrants are exercisable at the option of the Holder
in whole or in part at any time prior to the Expiration Date by the delivery to
the Corporation of written notice of the exercise of the Warrants specifying the
number of Warrant Shares to be acquired, surrender of this Warrant to the
Corporation and satisfaction of the Exercise Price for the Warrant Shares to be
acquired through such exercise. The Warrants will be deemed exercised
immediately prior to the close of business on the day that all of the foregoing
requirements for the exercise of the Warrants are completed and the person
entitled to receive the Warrant Shares will be treated for all purposes as the
holder of record of such Warrant Shares at such time including, without implied
limitation, the right to vote, receive dividends and to receive distributions
for which the record date falls on or after such date. As promptly as possible
after such date (in any event within five (5) business days) the Corporation
will deliver to the Holder a stock certificate evidencing the Warrant Shares
covered by the exercise. In the case of an exercise for less than all the
Warrant Shares the Corporation will cancel this Warrant on the surrender hereof
and will execute and deliver a new Warrant of like tenor for the balance of the
unexercised Warrant Shares within such five (5) day period. If an exercise of
all or part of the Warrants is to be made in connection with a registered public
offering or a transaction described in paragraph 10 of this Warrant, the
exercise of the Warrants may, at the election of the Holder, be conditioned on
the consummation of the public offering or other transaction under paragraph 10
of this Warrant. In that case the exercise will not be deemed to be effective
until the consummation of the specified condition.
2. Term. The Warrants may be exercised in full or in part at any time on or
before 11:59 p.m. Oklahoma City, Oklahoma, time on February __, 2008 (the
"Expiration Date"). To the extent not exercised prior to the Expiration Date,
the Warrants and all of the rights of the Holder hereunder will expire and
terminate on such date without any action or notice by the Corporation.
3. Exercise Price. On the exercise of the Warrants, the Holder agrees to pay to
the Corporation for the Warrant Shares purchased by the Holder pursuant to the
terms of this Warrant an amount (the "Exercise Price") multiplied by the number
of Warrant Shares at the time of determination. The Exercise Price is $0.50 per
Warrant Share (as hereafter defined). The Exercise Price is subject to
adjustment pursuant to the terms of this Warrant. The Exercise Price shall be
paid in lawful money of the United States of America.
4. Representations, Warranties and Covenants. The Corporation represents to and
warrants, covenants and agrees with the Holder as follows:
4.1 Reservation of Shares. At all times while the Warrants are outstanding
the Corporation will reserve out of the Corporation's authorized but
unissued shares of Common Stock, free from preemptive rights and
solely for the purpose of effecting the exercise of the Warrants, a
sufficient number of shares of Common Stock to provide for the
exercise of the Warrants and all other options, warrants and
convertible securities of the Corporation. The Corporation will take
all such actions necessary to assure that all such Warrant Shares may
be issued without violation of any applicable law, governmental
regulation or requirements of any domestic securities exchange or
automated quotation system on which the shares of Common Stock are
listed or quoted (except for official notice of issuance, which will
be immediately delivered by the Corporation upon each such issuance).
The Corporation will take all necessary actions to assure that all of
the Warrant Shares are authorized, approved for and listed on any
national securities exchange or quotation system on which the
Corporation's shares of Common Stock are listed or quoted. The
Corporation will not take any action that would cause the number of
authorized but unissued shares of Common Stock to be less than the
number of shares of Common Stock required to be reserved for issuance
on exercise of the Warrants.
4.2 Valid Issuance. All Warrant Shares that may be issued on exercise of
the Warrants will be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, charges and encumbrances
on issuance by the Corporation. The Corporation will not take any
action or fail to take any action that will cause a contrary result
(including, without limitation, any action that would cause the
Exercise Price then in effect to be less than the par value of the
Common Stock).
4.3 Cooperation. The Corporation will: (a) not close its books against the
transfer of the Warrants or of any Warrant Shares in any manner which
interferes with the timely exercise of the Warrants; (b) assist and
cooperate with the Holder should the Holder be required to make any
governmental filings or obtain any governmental approvals prior to or
in connection with any exercise of the Warrants (including, without
limitation, making any filings required to be made by the
Corporation).
4.4 Authority. The Corporation has taken all necessary action to authorize
the execution and delivery of this Warrant and the issuance of the
Warrant Shares on the exercise of the Warrants. This Warrant is a
valid, binding and enforceable obligation of the Corporation subject
to applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium and similar laws now or hereafter in effect relating to
creditors' rights and remedies generally. The execution, delivery and
performance of this Warrant will not violate: (a) any provision of the
organizational documents or charter of the Corporation; (b) any order,
writ, injunction or decree of any court, administrative agency or
governmental body applicable to the Corporation or the Common Stock;
or (c) any contract, lease, note, bond, mortgage or other agreement to
which the Corporation is a party, by which the Corporation is bound or
to which any of the Corporation's assets are subject.
231375
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Beard
As referenced in this Warrant:
Beard Company – __
February __, 2003 For the Purchase of _______ shares of
Common Stock of The Beard Company
FOR VALUE RECEIVED, THE BEARD COMPANY, an Oklahoma corporation (the
"Corporation"), hereby grants to
BEARD COMPANY – Purchase of _______ shares of
Common Stock of The Beard Company
FOR VALUE RECEIVED, THE BEARD COMPANY , an Oklahoma corporation (the
"Corporation"), hereby grants to ________________ or its registered assigns
(collectively
Beard Company – written notice to the other
parties:
To the Corporation: Mr. Herb Mee, Jr.
President
The Beard Company
Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
Phone: (405) 842-2333
BEARD COMPANY – this Warrant has been executed effective the ____ day
of February, 2003.
(the "Corporation")
THE BEARD COMPANY , an Oklahoma corporation
By______________________________________
Herb Mee, Jr., President
{/TEXT}
{/DOCUMENT}
dt 55322
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| 2002 |
Warrant [No. 1]
Warrant [No. 1] (50K)
Doc #231410: Click preview link for longer preview.
WARRANT NO. 1
_____________, 2002 For the Purchase of ______ shares of
Common Stock of The Beard Company
FOR VALUE RECEIVED, THE BEARD COMPANY, an Oklahoma corporation (the
"Corporation"), hereby grants to _____________________________ or its registered
assigns (collectively the "Holder"), the right (the "Warrants") to purchase at
any time before the Expiration Date (as hereafter defined) ____________________
______________ (______) duly authorized, validly issued, fully paid and
non-assessable shares (the "Warrant Shares") of the Corporation's Common Stock,
$.001333 par value (the "Common Stock"), at the Exercise Price (as hereafter
defined) and on the terms and conditions herein set forth. The number of Warrant
Shares and the Exercise Price will be subject to adjustment as provided in this
Warrant. The Warrants are being issued pursuant to the terms of the 10%
Subordinated Notes due September 30, 2003 of the Corporation (the "Notes").
This Warrant is issued subject to the following terms and conditions:
1. Exercise of Warrant. The Warrants are exercisable at the option of the Holder
in whole or in part at any time prior to the Expiration Date by the delivery to
the Corporation of written notice of the exercise of the Warrants specifying the
number of Warrant Shares to be acquired, surrender of this Warrant to the
Corporation and satisfaction of the Exercise Price for the Warrant Shares to be
acquired through such exercise. The Warrants will be deemed exercised
immediately prior to the close of business on the day that all of the foregoing
requirements for the exercise of the Warrants are completed and the person
entitled to receive the Warrant Shares will be treated for all purposes as the
holder of record of such Warrant Shares at such time including, without implied
limitation, the right to vote, receive dividends and to receive distributions
for which the record date falls on or after such date. As promptly as possible
after such date (in any event within five (5) business days) the Corporation
will deliver to the Holder a stock certificate evidencing the Warrant Shares
covered by the exercise. In the case of an exercise for less than all the
Warrant Shares the Corporation will cancel this Warrant on the surrender hereof
and will execute and deliver a new Warrant of like tenor for the balance of the
unexercised Warrant Shares within such five (5) day period. If an exercise of
all or part of the Warrants is to be made in connection with a registered public
offering or a transaction described in paragraph 10 of this Warrant, the
exercise of the Warrants may, at the election of the Holder, be conditioned on
the consummation of the public offering or other transaction under paragraph 10
of this Warrant. In that case the exercise will not be deemed to be effective
until the consummation of the specified condition.
2. Term. The Warrants may be exercised in full or in part at any time after ___
__, 2002 and on or before 11:59 p.m. Oklahoma City, Oklahoma, time on ______,
2007 (the "Expiration Date"). To the extent not exercised prior to the
Expiration Date, the Warrants and all of the rights of the Holder hereunder will
expire and terminate on such date without any action or notice by the
Corporation.
3. Exercise Price. On the exercise of the Warrants, the Holder agrees to pay to
the Corporation for the Warrant Shares purchased by the Holder pursuant to the
terms of this Warrant an amount (the "Exercise Price") multiplied by the number
of Warrant Shares at the time of determination. The Exercise Price is $1.00 per
Warrant Share (as hereafter defined) until May 31, 2005 and thereafter $1.25 per
Warrant Share; provided, however, if the maturity date of the Notes is extended
for eighteen (18) months pursuant to the terms of the Notes, the Exercise Price
after the original maturity date shall be $0.75 per Warrant Share. The Exercise
Price is subject to adjustment pursuant to the terms of this Warrant. The
Exercise Price shall be paid in lawful money of the United States of America.
Warrants may also be exercised from time to time, without any payment required
for the purchase of the shares as to which the Warrant is being exercised, as to
all or any portion of the number of shares of Common Stock covered by the
Warrant(s) by the holder thereof by surrender of the Warrants, pursuant to which
the holder thereof will be entitled to receive upon such surrender of the
Warrant(s) (and without any further payment) that number of shares of Common
Stock equal to the product of the number of shares of Common Stock obtainable
upon exercise of the Warrant(s) (or the portion thereof as to which the exercise
relates) multiplied by a fraction: (i) the numerator of which shall be the
difference between the then Current Value of one full share of Common Stock (as
defined herein) on the date of exercise and the Exercise Price, and (ii) the
denominator of which shall be the Current Value of one full share of Common
Stock on the date of exercise. In the event such holder is entitled to a
fractional share, in lieu thereof such holder shall be paid a cash amount equal
to such fraction, multiplied by the Current Value of one full share of Common
Stock on the date of exercise. "Current Value of a share of Common Stock" shall
mean (A) the average of the mean between the closing bid and asked prices of the
Common Stock in the over-the-counter market on the five (5) consecutive business
days immediately preceding the date of such exercise, (B) if the Common Stock is
quoted on the Nasdaq SmallCap Market, at the average of the mean of the daily
closing bid and asked prices of the Common Stock on the five (5) consecutive
business days immediately preceding the date of such exercise or (C) if the
Common Stock is listed on any national securities exchange or the Nasdaq
National Market System, at the average of the daily closing prices of the Common
Stock on the five (5) consecutive business days immediately preceding the date
of such exercise.
4. Representations, Warranties and Covenants. The Corporation represents to and
warrants, covenants and agrees with the Holder as follows:
4.1 Reservation of Shares. At all times while the Warrants are outstanding
the Corporation will reserve out of the Corporation's authorized but
unissued shares of Common Stock, free from preemptive rights and
solely for the purpose of effecting the exercise of the Warrants, a
sufficient number of shares of Common Stock to provide for the
exercise of the Warrants and all other options, warrants and
convertible securities of the Corporation. The Corporation will take
all such actions necessary to assure that all such Warrant Shares may
be issued without violation of any applicable law, governmental
regulation or requirements of any domestic securities exchange or
automated quotation system on which the shares of Common Stock are
listed or quoted (except for official notice of issuance, which will
be immediately delivered by the Corporation upon each such issuance).
The Corporation will take all necessary actions to assure that all of
the Warrant Shares are authorized, approved for and listed on any
national securities exchange or quotation system on which the
Corporation's shares of Common Stock are listed or quoted. The
Corporation will not take any action that would cause the number of
authorized but unissued shares of Common Stock to be less than the
number of shares of Common Stock required to be reserved for issuance
on exercise of the Warrants.
4.2 Valid Issuance. All Warrant Shares that may be issued on exercise of
the Warrants will be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, charges and encumbrances
on issuance by the Corporation. The Corporation will not take any
action or fail to take any action that will cause a contrary result
(including, without limitation, any action that would cause the
Exercise Price then in effect to be less than the par value of the
Common Stock).
4.3 Cooperation. The Corporation will: (a) not close its books against the
transfer of the Warrants or of any Warrant Shares in any manner which
interferes with the timely exercise of the Warrants; (b) assist and
cooperate with the Holder should the Holder be required to make any
governmental filings or obtain any governmental approvals prior to or
in connection with any exercise of the Warrants (including, without
limitation, making any filings required to be made by the
231410
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Beard
As referenced in this Warrant [No. 1]:
Beard Company – NO. 1
_____________, 2002 For the Purchase of ______ shares of
Common Stock of The Beard Company
FOR VALUE RECEIVED, THE BEARD COMPANY, an Oklahoma corporation (the
"Corporation"), hereby grants to
BEARD COMPANY – Purchase of ______ shares of
Common Stock of The Beard Company
FOR VALUE RECEIVED, THE BEARD COMPANY , an Oklahoma corporation (the
"Corporation"), hereby grants to _____________________________ or its registered
assigns (collectively
Beard Company – written notice to the other
parties:
To the Corporation: Mr. Herb Mee, Jr.
President
The Beard Company
Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
Phone: (405) 842-2333
BEARD COMPANY – this Warrant has been executed effective the ____
day of ____________, 2002.
(the "Corporation")
THE BEARD COMPANY , an Oklahoma corporation
By HERB MEE, JR.
Herb Mee, Jr., President
(the "Holder")
__________________________________
dt 55356
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| 2006 |
Subscription Agreement
Subscription Agreement (21K)
Doc #2647970: Click preview link for longer preview.
SUBSCRIPTION AGREEMENT
This Subscription Agreement is made and entered into as of August 10, 2006 (this �Agreement�), by and among Beard Pinnacle, LLC, an Oklahoma limited liability company (�BP�), as issuer, and Questor Partners Fund II, LP, Questor Side-By-Side Partners II, LP, Questor Side-By-Side Partners II 3(c)1, LP, Questor Partners Fund II AIV-1, LLC, The Regent Investment Company, L.P., Statler Family Investment Company, LP and PinnOak Resources Employee Equity Incentive Plan, LLC, as subscribers (the subscribers are hereinafter referred to collectively as . . .
2647970
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