The Warrants. The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.
The Warrants. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase and the Company agrees to issue to the Investor at the Closing a Warrant in the form of Exhibit A to purchase 2,500,000 shares of Common Stock of the Company exercisable at $0.05 per share. The securities for which the Warrants are exercisable into are referred to as the “Warrant Common”.
The Warrants. 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.10 for a TWO year period following the Closing.
The Warrants. Subject to the terms and conditions of this Agreement, the Company hereby issues and delivers to the Warrantholder a warrant, substantially in the form of Exhibit A hereto, to purchase 328,084 shares of fully paid and nonassessable Common Stock at a price per share equal to $19.05 (the "EXERCISE PRICE").
The Warrants. The Warrants to be issued and sold by the Company hereunder, when executed and delivered pursuant to the terms of this Agreement, will be duly authorized, executed and delivered by the Company and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Warrants. In consideration for the purchase by the Purchasers of the Notes, the Company will issue to each Purchaser a Warrant to purchase up to such Purchaser’s applicable shares of Common Stock, subject to the terms and conditions set forth in the Warrants.
The Warrants. The number of Warrants to be issued shall equal one-half of (i) the principal amount of the Convertible Debentures issued at Closing divided by (ii) the Market Price on the Trading Day immediately prior to the Closing Date. The exercise price of such Warrants shall be 115% of the closing bid price for the Common Stock on the Principal Market on the Trading Day immediately prior to the Closing Date. Two-thirds of the Warrants shall be immediately exercisable upon issuance. The remaining one-third of each Lender's Warrants shall only become exercisable if the Convertible Debentures have not been redeemed in accordance with their terms on or before the 100th day after the Closing Date.
The Warrants. The Subscriber acknowledges that as part of the Offering the Company will issue two different Warrants depending on the status of the Investor. The Warrants will be exactly the same, except that if the Investor is an Affiliated Purchaser (as defined below) as of the Closing Date, the Warrants issued to such Affiliated Investor, if any, will provide that the Affiliated Purchaser may exercise the Warrant on a cashless basis using the formula contained therein. If an Investor is not an Affiliate Purchaser the Warrant issued to such Investor of the Company will be exercisable only through the payment of cash for the Shares purchased. For purposes hereof, the term “Affiliated Purchaser” means any person who is an officer, director or holder of 10% or more of the Company’s issued and outstanding securities as of the Closing Date. ALL INVESTORS PLEASE INITIAL___________
The Warrants. The Company has also authorized the issuance and sale to the Purchasers of the Company's Stock Purchase Warrants for the issuance (subject to adjustment as provided in the Warrants) of shares of the Company's Common Stock as set forth in the Stock Purchase Warrants. The number of shares of Common Stock of the Company for which such Stock Purchase Warrants in the aggregate shall be exercisable shall initially be One Million Fifty-Two Thousand Six Hundred Thirty-Two (1,052,632), and the Stock Purchase Warrants shall have an exercise price of $.57 per share. Additionally, (i) if the entire principal amount of the Notes and all accrued interest has not been repaid on or before December 25, 2005, the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to ten percent (10%) of the remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by 0.57, and (ii) if the remaining principal amount of the Notes and all accrued interest has not been repaid on or before June 25, 2007, the Company will be in default under this Agreement and the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to twenty percent (20%) of the remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by $0.57. The Stock Purchase Warrants shall be substantially in the form set forth in Exhibit B hereto (which form of Stock Purchase Warrants shall contain such other applicable terms as set forth therein) and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement therefor.
The Warrants. Each of the Warrants shall entitle Seller to ------------- purchase one share of common stock of P2S during the three year period commencing on the Closing Date, at an exercise price equal to the closing bid price for the P2S common stock on the trading day immediately preceding the Closing Date. The Warrants shall vest and become exercisable 100,000 shares on the Closing Date and 100,000 shares on the one-year anniversary of the Closing Date. Neither the Warrants nor the shares of P2S common stock issuable upon exercise of the Warrants (the "Warrant Shares") have been registered under the Securities Act of 1933, as amended (the "Act"), and neither the Warrants nor the Warrant Shares may be sold, assigned, pledged, transferred or otherwise disposed of absent registration under the Act or the availability of an available exemption from such registration requirements. Neither P2S nor Buyer has agreed to register the Warrants or the Warrant Shares under the Act.
