EX-4.10







Exhibit 4.10



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THIS LEGEND SHALL
BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT.



THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDER AGREEMENT DATED AS OF
MARCH 29, 2005, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME. THE
AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT TO VOTE, TRANSFER, SELL, ASSIGN, PLEDGE, HYPOTHECATE
OR OTHERWISE DEAL WITH SUCH SECURITIES EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.
ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. A COPY MAY BE
OBTAINED FROM THE SECRETARY OF TRIDENT RESOURCES CORP. BY WRITING TO TRIDENT RESOURCES CORP. AT ITS
PRINCIPAL OFFICE.




Purchase
Date: May ___, 2006
                                                            Number
of Shares:                     




COMMON STOCK PURCHASE WARRANT




To Purchase Shares of Common Stock, $0.0001 par value, of




TRIDENT RESOURCES CORP.




     THIS
CERTIFIES that, for value received, [               ] (the “Investor”) together with its successors
and assigns (the Investor and its successors and permitted assigns, individually or collectively,
the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set
forth, at anytime (subject to the provisions of Section 1.3 hereof) on or prior to the Termination
Date (as defined in Section 1.2 hereof), but not thereafter, to subscribe for and purchase, from
TRIDENT RESOURCES CORP., a Delaware corporation (the “Company”), the number of shares shown
above (subject to adjustment pursuant to Section 2 and Section 12 hereof, the “Shares”) of
Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $[          ]
 per Share (subject to adjustment pursuant to Section 12 hereof, the “Exercise
Price”).



     1. Exercise of Warrant.



          1.1
Exercisable Amount. This Warrant shall be exercisable for [          ] shares of
Common Stock, subject to adjustment pursuant to Section 2 and Section 12 hereof.




          1.2 Termination Date. This Warrant shall terminate on the date (the “Termination
Date”) which is the earlier to occur of (i) March 10, 2013 (which date is subject to extension
to the extent that any shares of Series B Preferred Stock associated with this Warrant have not
been redeemed as of that date, such extension to continue until the date upon which all shares of
Series B Preferred Stock associated with this Warrant have been redeemed and this Warrant shall
have been exercised in



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accordance with Section 1.3 below), or (ii) the date upon which a Liquidation (as defined in
Section 3(a) of the Certificate of Designation of Series B Cumulative Preferred Stock of Trident
Resources Corp. filed with the Secretary of State of the State of Delaware on April ___, 2006 (the
“Certificate of Designation”)) is commenced, at which time this Warrant shall expire and be
of no further force or effect. The Holder shall have no right to exercise this Warrant in
connection with any such Liquidation and, upon termination, no other rights whatsoever with respect
to this Warrant or the Shares.




          1.3 Exercise. The purchase rights represented by this Warrant are exercisable by the
Holder only upon the redemption of one or more shares of the Company’s Series B Cumulative
Preferred Stock (“Series B Preferred Stock”) held by the Holder, and then only for one (1)
share of Common Stock (subject to adjustment as provided in Section 2 and Section 12) for each such
share of Series B Preferred Stock so redeemed, at any time before the close of business on the
Termination Date by the surrender of this Warrant and a duly executed Notice of Exercise (the
“Notice of Exercise”) in the form annexed hereto, at the office of the Company set forth in
the Purchase Agreement (as defined in Section 2.4), or such other office or agency of the Company
as it may designate by notice in writing to the Holder at the address set forth in the Purchase
Agreement. The Holder may, at the Holder’s option, pay the Exercise Price by depositing with the
Company, not later than the second business day prior to the Redemption Date (as set forth in the
Certificate of Designation) of the shares of Series B Preferred Stock to be redeemed concurrently
with the exercise of this Warrant, cash, a certified bank or cashier’s check or electronic wire
transfer to an account designated by the Company in the full amount of the Exercise Price (the
“Exercise Price Deposit”). If the Holder does not make the Exercise Price Deposit, the
Holder authorizes and directs the Company to apply and offset the Company’s obligation (assuming
for this purpose that the Company has such obligation under the Certificate of Designation
irrespective of any Debt Restriction (as defined in the Certificate of Designation) or limitation
imposed by applicable law) to pay to the Holder the Redemption Price (as that term is defined in
the Certificate of Designation) of the share or shares of Series B Preferred Stock to be redeemed
concurrently with the exercise of this Warrant against the Exercise Price in respect of this
Warrant (or portion of this Warrant being exercised). Upon application of the Exercise Price
Deposit to the aggregate Exercise Price for the Shares to be purchased, or the offset of the
aggregate Redemption Price of the Series B Preferred Stock being redeemed concurrently with the
exercise of this Warrant against the aggregate Exercise Price for the Shares to be purchased
hereunder, the Holder shall (subject to Section 1.4 hereof) be entitled to receive a certificate
for the applicable number of Shares issuable hereunder. The Company shall notify the Holder that
this Warrant shall be exercisable concurrently with the redemption of one or more shares of Series
B Preferred Stock held by the Holder at the time or times the Company notifies the Holder of such
redemption as provided in Section 5(d)(i) of the Certificate of Designation. If in connection with
any such redemption the Holder does not surrender this Warrant and the Notice of Exercise to the
Company as above provided by the earlier of (i) the twentieth business day following the date of
Holder’s receipt of such notice from the Company and (ii) the Redemption Date, then the purchase
rights represented by this Warrant shall be exercised automatically without further act by the
Holder, and the Holder authorizes and directs the Company to apply and offset the Company’s
obligation (assuming for this purpose that the Company has such obligation under the Certificate of
Designation irrespective of any Debt Restriction (as defined in the Certificate of Designation) or
limitation imposed by applicable law) to pay to the Holder the aggregate Redemption Price payable
by the Company to the Holder in respect of the redemption of the shares of Series B Preferred Stock
to be redeemed concurrently with the exercise of this Warrant against the aggregate Exercise Price
in respect of this Warrant (or the portion of this Warrant being exercised). With respect to any
redemption of shares of Series B Preferred Stock at the Holder’s option under Section 5(c) of the
Certificate of Designation, the Holder shall surrender this Warrant and the Notice of Exercise to
the Company with the notice of such redemption to the Company by the Holder as provided in clause
e) or f) of Section 5(d)(i) of the Certificate of Designation.




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          1.4 Withholding Obligations. Notwithstanding anything to the contrary contained
herein:




          (a) The Holder acknowledges that if the Holder is not a resident of Canada for the purposes of
the Income Tax Act (Canada) (the “Tax Act”) at the time the Holder redeems any Series B Preferred
Stock, the Company is required under the provisions of the Tax Act to withhold and remit to the
Receiver General of Canada 25% of the amount, if any, by which the aggregate amount payable by the
Company to the Holder for the redemption of such Series B Preferred Stock (the “Redemption
Amount”) exceeds the amount of the certificate limit fixed in a certificate of compliance
issued by the Minister of National Revenue (Canada) to the Holder pursuant to section 116 of the
Tax Act in respect of the redemption of such Series B Preferred Stock (the “Compliance
Certificate”)(such amount required to be withheld and remitted being the “Remittance
Obligation”).




          (b) As security for the Company’s obligations under Section 116 of the Tax Act relating to the
redemption of Series B Preferred Stock, including the Remittance Obligation and any cost, expenses
and liabilities of the Company associated with liquidating such security to pay the Remittance
Obligation (collectively, the “116 Obligations”), the Holder agrees that, unless the Holder
represents and warrants in the Notice of Exercise that the Holder is, and will be at the time of
the redemption of the Series B Preferred Stock to be redeemed in connection with the exercise of
this Warrant, a resident of Canada for the purposes of the Tax Act, on the exercise of this Warrant
the Company shall be entitled to withhold that number of shares of Common Stock purchased by the
Holder on the exercise of this Warrant (the “Withheld Stock”) that in the aggregate have a
value as at such date, as determined pursuant to section 2.3 hereof, equal to 115% of the amount
the Company determines, acting reasonably, is sufficient to satisfy the 116 Obligations in full,
taking into account any deduction or withholding relating to the sale of such Withheld Stock.




          (c) The Holder and the Company agree that the Withheld Stock shall be dealt with as follows:




               (i) If a Compliance Certificate is delivered to the Company before 2:00 p.m. (Calgary time) on
the Remittance Date (as determined pursuant to Section 1.5 below) and the certificate limit fixed
in such Compliance Certificate is not less than the Redemption Amount, then the Withheld Stock
shall be released to the Holder;



               (ii) If a Compliance Certificate is delivered to the Company before 2:00 p.m. (Calgary time)
on the Remittance Date and the certificate limit fixed in such Compliance Certificate is less than
the Redemption Amount, then that number of the Withheld Stock that in aggregate have a value, as
determined pursuant to Section 2.3 hereof, which is equal to 28.75% of the certificate limit fixed
in such Compliance Certificate shall be released to the Holder;



               (iii) If any Withheld Stock has not been released to the Holder pursuant to paragraph (i) or
(ii) above, by 2:00 p.m. (Calgary time) on the Remittance Date, the Company, as agent for the
Holder, shall be entitled to sell, lease, assign, give options to purchase or otherwise dispose of,
in one or more parcels at any public or private sale, at any exchange, broker’s board or elsewhere,
on such terms and conditions as the Company may deem advisable, at such prices as it may deem
satisfactory and for cash or on credit or for future delivery, such portion of the Withheld Stock
as the Company determines, acting reasonably, is required to satisfy the full amount of the 116
Obligations solely from the net proceeds received by the Company from the sale of such Withheld
Stock and the Holder irrevocably directs the Company to remit such amount of the net proceeds to
the Receiver General of Canada in respect of the Company’s Remittance Obligation as is required
under Section 116(5) of the Tax Act. To the extent the net proceeds from the sale by the Company
of the Withheld Stock exceeds the amount



3









 







required to satisfy the 116 Obligations in full, the Company shall release such proceeds
together with the unsold balance of the Withheld Stock, if any, to the Holder; and



               (iv) Notwithstanding the foregoing, the Company shall have no duties or responsibilities to
the Holder with respect to the Withheld Stock, or any rights or distributions associated therewith
(whether by virtue of any agency relationship or otherwise), and the Holder agrees that the Company
will not be liable for any actions taken in respect of the Withheld Stock, or any rights or
distributions associated therewith, including (for purposes of clarity) any actions relating to the
disposition of the Withheld Stock pursuant to paragraph 1.4(c)(iii), or any liability arising as a
result of any error of judgment or for any act done or omitted or for any mistake of law or fact.



          1.5 Remittance Date. The Remittance Date shall be 20 days after the end of the month
in which the redemption of the applicable Series A Preferred associated with this Warrant occurred
unless, on or before 2:00 p.m. (Calgary time) on such date:





	 	(a)	 	a letter addressed to the Company from the Canada Revenue Agency
(“CRA”) in respect of the Holder’s application for a Compliance Certificate is
delivered to the Company;
	 
	 	(b)	 	such letter is in a form acceptable to the Company; and
	 
	 	(c)	 	such letter advises that the Company’s Remittance Obligation in respect of the
redemption of the applicable Series B Preferred Stock is not to be remitted to the CRA
unless requested by the CRA;




in which case the Remittance Date shall be the date specified by the CRA for the remittance of all
or any portion of the Remittance Obligation by the Company.




          1.6 Notwithstanding the provisions of Sections 1.4 and 1.5, if at any time after the date
hereof the Company shall determine acting reasonably that any change in applicable law or in the
interpretation thereof requires it to withhold and remit a greater or lesser amount, or remit an
amount at an earlier or later time, to the Receiver General of Canada than currently provided for
in section 116 of the Tax Act (a “Change in Law”), then the Company shall be entitled to,
as applicable:





	 	(a)	 	treat any such additional obligations arising from or relating to the Change in
Law as 116 Obligations for the purposes of paragraph 1.4(b) hereof and shall be
entitled to withhold, as security for such additional obligations and on the same terms
as provided in paragraph 1.4(b), such additional amounts of Common Stock purchased by
the Holder on the exercise of this Warrant as it would be entitled to withhold in
accordance with paragraph 1.4(b) hereof if the additional obligations were 116
Obligations; or
	 
	 	(b)	 	treat any such lesser obligations arising from or relating to the Change in Law
as 116 Obligations for the purposes of paragraph 1.4(b) hereof and shall be entitled to
withhold, as security for such lesser obligations and on the same terms as provided in
paragraph 1.4(b), such lesser amounts of Common Stock purchased by the Holder on the
exercise of this Warrant as it would be entitled to withhold in accordance with
paragraph 1.4(b) hereof if the lesser obligations were 116 Obligations; or
	 
	 	(c)	 	treat the Remittance Date as such earlier or later time as it determines,
acting reasonably is sufficient to enable it to comply with such Change in Law.





     2. Adjustment of Shares.



          2.1 Increase in Shares to Reach Series B Return. If upon exercise of this Warrant the
Compounded Return (as defined in Section 2.4) which would be realized by the Holder with respect to
the Shares issuable upon exercise and the shares of Series B Preferred Stock then being redeemed
concurrently with such exercise would be less than the Series B Return (as defined in Section 2.4)
as of the date of such redemption and exercise, then the number of Shares issued in connection with
such



4









 






exercise shall be increased so that the Holder’s Compounded Return will be equal to the Series
B Return upon completion of the redemption and exercise.




          2.2 Decrease in Shares to Reach Series B Return. If upon exercise of this Warrant the
Compounded Return which would be realized by the Holder with respect to the Shares issuable upon
exercise and the shares of Series B Preferred Stock then being redeemed concurrently with such
exercise would exceed the Series B Return (as defined in Section 2.4) as of the date of such
redemption and exercise, then the number of Shares issued in connection with such exercise shall be
reduced so that the Holder’s Compounded Return will be equal to the Series B Return upon completion
of the redemption and exercise.




          2.3 Valuation of Common Stock. All Shares issuable or issued hereunder shall be
valued as provided in Section 5(f) of the Certificate of Designation.




          2.4 Definitions.



“Compounded Return” shall mean the compound, pre-tax, annual rate of return on the initial
investment of the Investor upon the purchase of the Unit (as defined in this Section 2.4) with
which this Warrant is associated from the Company, taking into account as investment return all
cash paid and/or shares of Common Stock issued or issuable by the Company as Dividends on the
associated share of Series B Preferred Stock, and the value of any Common Stock issued or issuable
by the Company hereunder. For purposes of determining “Compounded Return” realized by the Holder:
(a) only the purchase price of the Unit shall be considered as the initial investment, and neither
the Exercise Price hereunder nor any Exercise Price Deposit nor any payments for Excess Shares
pursuant to Section 5 hereof shall be considered to be part of such initial investment, (b) the
Redemption Price received or to be received by the Holder (or applied by the Company as a credit
against the Exercise Price hereunder) for the associated share of Series B Preferred Stock shall
not be included as investment return, and (c) the value of shares of Common Stock issuable by the
Company under this Warrant will be determined in accordance with the provisions of Section 2.3
hereof.



“Dividends” shall mean Regular Dividends as such term is defined in the Certificate of
Designation.



“Issue Date” shall mean May_, 2006.



“Series B Return” shall mean (a) 15% per annum; or (b) if such date of exercise of this
Warrant is after the eighth anniversary date of the Issue Date, the sum of 15% per annum plus 1%
per annum for each year or portion thereof that has elapsed from and after the eighth anniversary
date of the Issue Date.



“Purchase
Agreement” shall mean the Subscription Agreement dated April    2006 by and between
the Company and the Holder hereof relating to the Holder’s purchase of one or more Units.



“Unit” shall mean a unit consisting of one (1) share of Series B Preferred Stock and a
Warrant to purchase one (1) share of Common Stock (subject to adjustment as set forth in Section 2
and Section 12 hereof).




     3. Issuance of Stock and New Warrant; No Fractional Shares or Scrip. Certificates for
the Shares purchased hereunder and, unless this Warrant has been fully exercised, a new Warrant
representing the portion of the Shares with respect to which this Warrant shall not then have been
exercised shall be delivered to the Holder promptly after the date on which this Warrant shall have
been exercised as aforesaid. The Company covenants that all Shares which may be issued upon the
exercise of rights represented by this Warrant will, upon exercise of the rights represented by
this Warrant, be fully paid and nonassessable and free from all issue taxes, liens and charges in
respect of the issue thereof



5









 




(other than taxes in respect of any transfer occurring contemporaneously with such issue).
The Company agrees that the Shares so issued shall be and be deemed to be issued to the Holder as
the record owner of such Shares as of the close of business on the date on which this Warrant shall
have been exercised as aforesaid. With respect to the issuance of any fraction of a Share called
for upon the exercise of this Warrant, such fractional Share shall be rounded to the nearest whole
share, the Company may at its option pay the Holder cash in the amount equal to the fair market
value of such fractional share, such value to be determined in accordance with Section 2.3 hereof.
The Company further covenants to use its reasonable efforts to cause its Certificate of
Incorporation to be amended to increase the authorized number of shares of Common Stock should it
have an insufficient number of authorized but unissued shares of Common Stock at the time of the
exercise of this Warrant.




     4. Charges, Taxes and Expenses. Issuance of certificates for the Shares upon the
exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in the name of the
Holder or, subject to compliance with applicable laws, including, without limitation, applicable
securities laws, and the consent of the Company (not to be unreasonably withheld), in such name or
names as may be directed by the Holder; provided, however, that in the event
certificates for Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder; and provided further, that upon any transfer involved in
the issuance or delivery of any certificates for the Shares, the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax or other
charge or expense incidental thereto.



     5. Option to Purchase following Downward Adjustment to Series B Return. In the event
that the number of Shares issued upon exercise of this Warrant is reduced pursuant to Section 2.2
above, the Holder shall have the option to purchase the Shares that would have been issued but for
such reduction (the “Excess Shares”). Such option may be exercised by delivery to the
Company of the Notice of Option Exercise (the “Notice of Option Exercise”) form annexed
hereto, duly executed at the office of the Company set forth in the Purchase Agreement (or such
other office or agency of the Company as it may designate by notice in writing to the Holder at the
address set forth in the Purchase Agreement, together with an amount (paid in cash, certified bank
or cashier’s check or electronic wire transfer to an account designated by the Company) equal to
the value of Excess Shares determined in accordance with Section 2.3 hereof. The Notice of Option
Exercise and amount payable in accordance with this Section 5 shall be delivered to the Company not
later than five business days after the date of exercise of this Warrant, except that, with respect
to the exercise of this Warrant in connection with a Qualified Public Offering (as defined in the
Certificate of Designation), such Notice of Option Exercise and deposit shall be made not later
than ten business days after the date on which the Company delivers the Calculation Notice pursuant
to Section 6.2 below.



     6. Calculation Notices.



          6.1 Commencing with the quarter ending September 30, 2007, the Company shall send to the
Holder, not later than thirty (30) days after the end of each quarter, a notice showing the
calculation of the number of Shares issuable upon exercise of this Warrant upon an exercise in
connection with the redemption of one share of Series B Preferred Stock (assuming such redemption
and exercise on the last day of such quarter) and setting forth the valuation of each such Share as
provided in Section 2.3 and the Compounded Return which would be then realized by the Holder upon
such redemption and exercise, both before and after adjustment of the number of Shares issuable
hereunder as provided in Section 2 or Section 12 (such notice being a “Calculation
Notice”).




6









 








          6.2 In connection with exercise of this Warrant (and the concurrent redemption of the
associated Series B Preferred Stock), the Company shall deliver a Calculation Notice to the Holder
at least two business days prior to the date of such exercise; provided, that with respect to an
exercise and redemption in connection with a Qualified Public Offering, the Company shall deliver
such Calculation Notice not later than ten business days after the date of exercise.




          6.3 The Company shall include a Calculation Notice with any notice to the Holder of an
anticipated Change of Control pursuant to Section 5(d)(i)(d) and Section 5(d)(i)(f) of the
Certificate of Designation. Such Calculation Notice will state the Company’s assumptions as to the
expected date of the Change of Control and the expected valuation of the Company’s Common Stock to
be stated or implicit in the Change of Control.




          6.4 The Company shall include in any Calculation Notice delivered pursuant to Sections 6.1 -
6.3 above notice of any Debt Restriction (as defined in the Certificate of Designation) or
restriction of applicable Delaware law that is in effect as of the date of the Calculation Notice
or that, to the actual knowledge of the Company, will be in effect as of the date of exercise of
the Warrant (with respect to Section 6.2) or the date of the anticipated Change of Control (with
respect to Section 6.3) and that would restrict or prohibit the Company from paying cash dividends
(with respect to Section 6.1), honoring its repurchase obligations pursuant to Section 7 hereof
(with respect to Section 6.2 if such Calculation Notice is given in connection with a redemption
and exercise pursuant to Section 5(a)(ii), Section 5(b)(i) or Section 5(b)(ii) of the Certificate
of Designation), or redeeming the Series B Preferred Stock (with respect to Section 6.2 or 6.3).




     7. Right to Put Shares.



          7.1 In connection with the redemption of shares of Series B Preferred Stock pursuant to
Section 5(a)(ii) or Section 5(b)(i) or Section 5(b)(ii) of the Certificate of Designation, the
Holder shall have the right to require that the Company (subject to (a) there being no Debt
Restriction then in existence which would preclude the Company from purchasing Shares, and (b)
applicable provisions of Delaware law regarding repurchase of shares of common stock) purchase for
cash any or all of the Shares issuable upon exercise of this Warrant (as adjusted pursuant to
Section 2 and Section 12) concurrently with such redemption and any or all shares of the Company’s
Common Stock issued to the Holder in payment of Dividends (“Dividend Shares”) for a price
equal to the value of such Shares and Dividend Shares as determined under Section 2.3 hereof and
utilized in determining the realized Compounded Return under Section 2.1 and Section 2.2 hereof.
If the Holder does not have such right because a Debt Restriction then exists which would preclude
the Company from purchasing -Shares or due to applicable provisions of Delaware law regarding
repurchase of shares of common stock, then the Company shall not have the right to redeem shares of
Series B Preferred Stock as provided in Section 5(a)(ii), Section 5(b)(i) or Section 5(b)(ii) of
the Certificate of Designation until such time as such Debt Restriction no longer exists or no
longer precludes the Company from purchasing Shares and applicable provisions of Delaware law
regarding repurchase of shares of common stock do not preclude the Company from repurchasing shares
of its common stock.




          7.2 Such right may be exercised by Holder duly executing and delivering the Notice of Exercise
of Put Right to the Company (i) concurrently with the exercise of this Warrant and the redemption
of shares of Series B Preferred Stock pursuant to Section 5(b)(i) or Section 5(b)(ii) of the
Certificate of Designation or (ii) in connection with the exercise of this Warrant and the
redemption of shares of Series B Preferred Stock pursuant to Section 5(a)(ii) of the Certificate of
Designation, within ten days from the date that the Common Stock Valuation provided by the Company
pursuant to Section 5(f)(iii) or (iv) of the Certificate of Designation is deemed to be provided to
the Holders by virtue of




7









 







Section 5(d)(i)(g) of the Certificate of Designation. If the Holder does not so deliver the
Notice of Exercise of Put Right, such right shall be deemed waived.




          7.3 If the Holder exercises such right in accordance with this Section 7, the Company shall
(i) with respect to the exercise of this Warrant in connection with a redemption pursuant to
Section 5(a)(ii) of the Certificate of Designation, on the Redemption Date, or (ii) with respect to
the exercise of this Warrant in connection with a redemption pursuant to Section 5(b)(i) or Section
5(b)(ii) of the Certificate of Designation, not later than ninety (90) days after the date of
exercise, pay the price set forth in Section 7.1 above to the Holder in immediately available funds
in lieu of delivering to the Holder a certificate for the Shares issuable upon exercise of this
Warrant as provided in Section 1.3 hereof or a certificate for the Dividend Shares.




          7.4 If the Company is subject to a Debt Restriction on the date upon which it would otherwise
purchase Shares or Dividend Shares or is subject to a provision of Delaware law precluding the
repurchase of Shares or Dividend Shares, the Company shall repurchase Shares and Dividend Shares
for cash to the extent permitted by the Debt Restriction and by Delaware law and shall purchase the
additional Shares or Dividend Shares which it is obligated to repurchase under this Section 7
promptly when such Debt Restriction no longer applies and when the Company is no longer precluded
from completing such repurchase in accordance with Delaware law. For so long as the Company is
precluded from repurchasing any Shares or Dividend Shares it is otherwise obligated to repurchase
pursuant to this Section 7, the Holder may withdraw its Notice of Exercise of Put Rights and may,
to the extent otherwise contractually and legally permissible, transfer such shares. The Holder
(but not any subsequent transferee) may subsequently renew its exercise of rights pursuant to this
Section 7 by giving the Company written notice at least 90 days in advance of such renewal.




          7.5 This Section 7 shall survive the termination of this Warrant.




     8. No Rights as Stockholders. This Warrant does not entitle the Holder to any voting
rights or other rights as a stockholder of the Company prior to the exercise hereof.
Notwithstanding anything to the contrary herein, nothing in this Warrant shall require, or be
construed to require, the Company to register the Warrant or any of the Shares under the Securities
Act or other applicable securities laws.



     9. Registry of Warrant. The Company shall maintain at the office set forth in the
Purchase Agreement a registry showing the name and address of the Holder. This Warrant may be
surrendered for transferor exercise, in accordance with its terms, at such office or agency of the
Company, and the Company shall be entitled to rely in all respects, prior to written notice to the
contrary, upon such registry.



     10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of
this Warrant.



     11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday or a
Sunday or shall be a legal holiday in the State of Delaware, then such action may be taken or such
right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.




8












 





     12. Adjustment of Exercise Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows.



          12.1 Reclassification or Merger. In case of any reclassification or other change of
securities of the class issuable upon exercise of this Warrant (other than a change solely in par
value or from par value to no par value or vice versa or as a result of a subdivision or
combination of Shares or other securities subject to this Warrant), the Company shall duly execute
and deliver to the Holder a new Warrant as nearly equivalent as possible to this Warrant; and in
case of any merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the surviving corporation and which does not result in
any reclassification or change of outstanding securities issuable upon exercise of this Warrant),
or in case of any sale of all or substantially all of the assets of the Company, the Company, or
such successor or purchasing entity shall (i) duly execute and deliver to the Holder a new Warrant
as nearly equivalent as possible to this Warrant or (ii) make appropriate written provisions,
without the issuance of a new Warrant, so that the Holder shall have the right to receive upon
exercise of this Warrant, at a total exercise price not to exceed that payable upon the exercise of
the unexercised portion of this Warrant, and in lieu of the Shares or other securities theretofore
issuable upon exercise of this Warrant immediately prior to such reclassification or change, the
kind and amount of shares of stock, other securities, money and property receivable upon such
reclassification, change, merger or sale by a holder of the number of Shares or other securities
then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for in this Section 12. The
provisions of this Section 12.1 shall similarly apply to successive recapitalizations,
reclassifications, reorganizations, changes, mergers and sales.




          12.2 Split, Subdivision or Combination of Shares. If the Company, at any time after
the date hereof, shall split, subdivide or combine its outstanding Shares, the Exercise Price shall
be proportionately decreased in the case of a split or subdivision and the number of Shares
issuable hereunder shall be proportionately increased in the case of a split or subdivision and the
Exercise Price shall be proportionately increased in the- case of a combination and the number of
Shares issuable hereunder shall be proportionately decreased in the case of a combination,
effective at the close of business on the date the split, subdivision or combination becomes
effective.




          12.3 Adjustments for Dividends in Stock or Other Securities or Property. If, at any
time while this Warrant or any portion thereof remains outstanding and unexpired, the holders of
the Company’s Common Stock shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive, without payment
therefor, shares of Common Stock, or additional stock or other securities or property (other than
cash) of the Company by way of dividend or other distribution that the Holder of this Warrant has
not received or been entitled to receive by virtue of being a holder of the shares of Series B
Preferred Stock associated with this Warrant, then and in each case, this Warrant shall represent
the right to acquire, in addition to the number of shares of the security receivable upon exercise
of this Warrant, and without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of the Company that
such holder would hold on the date of such exercise had it been the holder of record of the Shares
receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such event, retained such shares and/or all other
or additional stock or other securities or property that would have been received by it as
aforesaid during such period, giving effect to all adjustments called for during such period by the
provisions of this Section 12.




9









 








          12.4 Exercise Price. The Exercise Price indicated in the preamble to this Warrant is
equal to the initial Redemption Price of the associated share or shares of Series B Preferred
Stock. If the Redemption Price of the share or shares of Series B Preferred Stock associated with
this Warrant is adjusted pursuant to Section 5(d)(iii) of the Certificate of Designation, the
Exercise Price of this Warrant shall be adjusted retroactively to the date of the issuance of this
Warrant to equal the Redemption Price of the associated share or shares of Series B Preferred Stock
as adjusted pursuant to Section 5(d)(iii) of the Certificate of Designation. If an Exercise Price
Deposit is made pursuant to Section 1.3 hereof and the Exercise Price of this Warrant is
subsequently subject to a downward adjustment, then upon the exercise of this Warrant (or if this
Warrant has already been exercised, as soon as practicable thereafter), the Company shall pay the
Holder an amount of cash equal to the Exercise Price Deposit less the Exercise Price, as adjusted,
as a refund of the excess amount paid by the Holder to exercise this Warrant.




          12.5 Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to this Section 12, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and shall furnish to each Holder of
this Warrant a certificate setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based. The Company shall, upon the written
request, at any time, of any such Holder, furnish or cause to be furnished to such Holder a like
certificate setting forth: (i) such adjustments and readjustments; (ii) the Exercise Price at the
time in effect; and (iii) the number of shares and the amount, if any, of other property that at
the time would be received upon the exercise of this Warrant.




     13. Restrictions on Transferability of Securities.



          13.1 Restrictions on Transferability. This Warrant and the Shares or other securities
issuable upon exercise of this Warrant (collectively the “Securities”) shall not be sold,
assigned, pledged or otherwise transferred, except in compliance with the registration provisions
of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state blue
sky or securities laws or in reliance on an opinion of counsel, reasonably satisfactory to the
Company and its counsel, that such registration is not required, and in compliance with the
Stockholders Agreement. Each holder of Restricted Securities (as defined below) will cause any
proposed purchaser, assignee, pledgee or transferee of Restricted Securities held by such holder to
agree to take and hold such Restricted Securities subject to the provisions and upon the conditions
specified in this Section 13 and, prior to the Termination Date, to execute a joinder to the
Stockholders’ Agreement and Registration Rights Agreement evidencing such Holder’s agreement to be
bound by the terms thereof. The Company shall not be required to (i) transfer on its books any
Securities that have been sold or transferred in contravention of the restrictions of this Warrant
or (ii) treat as the owner of Securities, or otherwise to accord any rights to, any transferee to
whom Securities have been transferred in contravention of the restrictions of this Warrant.
Subject to the provisions of this Section 13, this Warrant and the Securities are transferable, in
whole or in part, at the office or agency of the Company referred to in the Purchase Agreement, by
the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with
the Assignment Form annexed hereto properly endorsed.




          13.2 Restrictive Legend. Each certificate representing the Securities and any other
securities issued in respect of the Securities upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the
provisions of Section 13.3 below) be stamped or otherwise imprinted with a legend in the following
form (in addition to any legend required under applicable state securities laws):




     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR



10









 







DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



     Each holder of Restricted Securities and each subsequent transferee (hereinafter collectively
referred to as a “Restricted Holder”) consents to the Company making a notation on its
records and giving instructions to any transfer agent of the Securities in order to implement the
restrictions on transfer established in this Section 13. Securities represented by a certificate
bearing the legend set forth in this Section 13.2 are referred to herein as “Restricted
Securities.”



          13.3 Removal of Restrictions on Transfer of Securities. Any legend referred to in
Section 13.2 hereof stamped-on a certificate evidencing the Securities, and the stock transfer
instructions and record notations with respect to the Securities shall be removed, and the Company
shall issue a certificate without such legend to the Restricted Holder of the Securities, if the
offer and sale of such Securities is registered under the Securities Act, or if such Restricted
Holder provides the Company with an opinion of counsel (which may be counsel for the Company)
reasonably satisfactory to the Company to the effect that a public sale or transfer of such
security may be made without registration under the Securities Act and such Restricted Holder
provides the Company with reasonable assurances and customary supporting documentation, including,
without limitation, representation letters from the Holder or the Holder’s broker or agent, that
such security can be sold pursuant to paragraph (k) of Rule 144 (or any successor provision) under
the Securities Act.




     14. Miscellaneous.



          14.1 Issue Date. The provisions of this Warrant shall be construed and shall be given
effect in all respects as if it had been issued and delivered by the Company on the date hereof.




          14.2 Governing Law. This Warrant shall be governed in all respects by the laws of the
State of Delaware without regard to choice of laws or conflict of laws provisions thereof.
Notwithstanding any other provisions of this Warrant, the issuance of shares of the Company’s
Common Stock upon exercise of this Warrant shall in all instances be subject to Delaware corporate
law governing distributions upon equity securities.




          14.3 Waivers and Amendments. With the written consent of the Company and the holders
of a majority of the Shares issuable upon exercise of the then-outstanding Warrants, the
obligations of the Company and the rights of the Holder may be waived (either generally or in a
particular instance, either retroactively or prospectively and either for a specified period of
time or indefinitely), and with the same consent the Company and the Holder may enter into a
supplementary agreement for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Warrant.




          14.4 Notices. All notices and other communications required or permitted to be given
under this Warrant shall be delivered in the manner set forth in the Purchase Agreement.




          14.5 Binding Effect on Successors. This Warrant shall be binding upon any entity
succeeding the Company by merger or consolidation. All of the covenants and agreements of the
Company shall inure to the benefit of the successors and permitted assigns of the Holder.




11









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized.



	 	 	 	 	 
	Dated:  April __, 2006 	TRIDENT RESOURCES CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged and agreed;	 	 
	 
	 	 	 	 
	[                    ]	 	 
	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






12









 





NOTICE OF EXERCISE




     To: TRIDENT RESOURCES CORP.



     The undersigned hereby elects to purchase                     Shares (as defined in the attached Common
Stock Purchase Warrant (the “Warrant”)) pursuant to Section 1 of the Warrant and [herewith
makes payment of $                    ]1 [and/or hereby agrees that the obligation of the undersigned
to pay the Exercise Price may be offset and satisfied in full against the obligation of Trident
Resources Corp. (the “Company”) to pay the undersigned the Redemption Price of the same
number of shares of the Company’s Series B Cumulative Preferred Stock (the “Series B Preferred
Stock”)].2



     [The undersigned hereby represents and warrants to the Company that the undersigned is, and
will be at the time of the redemption of the Series B Preferred Stock to be redeemed in connection
with the exercise of the Warrant, a resident of Canada for purposes of the Income Tax Act (Canada)
(the “Tax Act”) and acknowledges that it is aware that the Company is relying on such
representation and warranty for the purposes of Section 116 of the Tax Act.]3



 

(Signature)






 




			
	1	 	Delete if offset of Redemption Price is used to pay the Exercise Price.
	 
	2	 	Include if offset of Redemption Price us used to pay the Exercise Price.
	 
	3	 	Delete the holder is not a resident of Canada for purpose of the Tax Act.




13









 










NOTICE OF OPTION EXERCISE




     To: TRIDENT RESOURCES CORP.



     The undersigned hereby elects, in accordance with Section 5 of the attached Common Stock
Purchase Warrant (the “Warrant”)), to purchase
                     shares of the common stock of
Trident Resources Corp. (the “Company”), which shares are “Excess Shares” as
defined in Section 5 of the Warrant. Concurrently with or prior to the delivery of this notice,
the undersigned has delivered to the Company $                    , which is equal to the value of the Excess
Shares, as determined pursuant to Section 2.3 of the Warrant.



(Name)




(Address)




(Date)




 

(Signature)




 









 





NOTICE OF EXERCISE OF PUT RIGHT




     To: TRIDENT RESOURCES CORP.



     With respect to the exercise of the attached Common Stock Purchase Warrant (the “Warrant”) in
connection with a redemption of shares of the Series B Preferred Stock pursuant to Section
5(a)(ii), Section 5(b)(i) or Section 5(b)(ii) of the Certificate of Designation, the undersigned
hereby exercises its right as set forth in Section 7 of the Warrant to require that Trident
Resources Corp. (the “Company”) repurchase                      (___) shares of the Company’s Common
Stock issuable upon exercise of the Warrant and                      (___) shares of Common Stock to be received
by the undersigned in payment of Regular Dividends or Additional Dividends (each as defined in the
Certificate of Designation) in respect of the Series B Preferred Stock.



     With respect to shares of Common Stock as to which the Holder’s right under the immediately
preceding paragraph is not exercised, please issue a certificate or certificates representing said
shares in the name of the undersigned or in such other name as is specified below:



(Name)




(Address)




(Date)




 

(Signature)




15









 





ASSIGNMENT FORM




	 	 	 	 	 
	 

	 	(To assign the foregoing Warrant, execute this form
and 
supply required information. Do not use this
form to 
purchase Shares.)
	 	 






     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned
to



(Please Print)



whose address is




(Please Print)




	 	 	 
	 


	 	 
	 
	 	 
	Dated:                                                             , 20___
	 	 
	 
	 	 
	Holder’s Signature:                                        
	 	 
	 
	 	 
	Holder’s Address: