Contract
Exhibit
10.07
THIS
WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS OF SECTION 7 OF THIS WARRANT.
SERIES
F
WARRANT TO PURCHASE SHARES
OF
COMMON
STOCK
Warrant
No.: F-
Deer
Valley Corporation, a Florida corporation (the “Company”),
hereby certifies that, for value received, _________ (the
“Holder”), or registered assigns, is the registered
holder of a
warrant (the “Warrant”) to subscribe for and purchase
250,000 shares of the fully paid and nonassessable Common Stock (as
adjusted pursuant to Section 4 hereof, the “Warrant
Shares”) of the Company, at a price per share equal to two dollars and
twenty five cents ($2.25)(the “Warrant Price,” as adjusted
pursuant to Section 4 hereof), subject to the provisions and upon the
terms and conditions hereinafter set forth.
As
used herein, (a) the term
“Common Stock” shall mean the Company’s presently authorized
Common Stock, par value $0.001 per share, and any stock into or for which such
Common Stock may hereafter be converted or exchanged, (b) the term “Date
of Grant” shall mean the date on the signature page of this Warrant,
and (c) the term “Other Warrants” shall mean any warrant
issued upon transfer or partial exercise of this Warrant. The term
“Warrant” as used herein shall be deemed to include Other
Warrants unless the context hereof or thereof clearly requires
otherwise.
1. Term. The
purchase right represented by this Warrant is exercisable, in whole or in part,
at any time after the Date of Grant (the “Initial Exercise
Date”) and from time to time thereafter through and including the close
of business on the date five (5) years from the Initial Exercise Date (the
“Expiration Date”); provided,
however, that in the event that
any portion of this Warrant is
unexercised as of the Expiration Date, the terms of Section 2(b), below,
shall apply.
2. Exercise;
Expiration; Redemption.
a. Method
of Exercise; Payment; Issuance of New Warrant. Subject to
Section 1 hereof, the purchase right represented by this Warrant may be
exercised by the holder hereof, in whole or in part and from time to time after
the Initial Exercise Date, by the surrender of this Warrant (with the notice
of
exercise form attached hereto as Exhibit A duly executed) at the
principal office of the Company and by the payment to the Company of an amount
equal to the then applicable Warrant Price multiplied by the number of Warrant
Shares then being purchased. The person or persons in whose name(s)
any certificate(s) representing shares of Common Stock shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record
of, and shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which
this
Warrant is exercised. In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of stock so purchased
shall be delivered to the holder hereof as soon as possible and in any event
within thirty (30) days after such exercise and, unless this Warrant has been
fully exercised, a new Warrant representing the portion of the Warrant Shares,
if any, with respect to which this Warrant shall not then have been exercised
shall also be issued to the holder hereof as soon as possible and in any event
within such thirty (30)-day period.
b. Expiration. In
the event that any portion of this Warrant is unexercised as of the Expiration
Date, such portion of this Warrant shall automatically expire, and the Holder
shall have no rights with respect to such unexercised portion of this
Warrant.
c. Exercise
Limitation. The Company shall not effect any exercise of this
Warrant, and the Holder shall not have the right to exercise any portion of
this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving
effect to such issuance after exercise as set forth on the applicable notice
of
exercise, such Holder (together with such Holder’s Affiliates, and any other
person or entity acting as a group together with such Holder or any of such
Holder’s Affiliates), as set forth on the applicable notice of exercise, would
beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by such Holder and its Affiliates shall include
the number of shares of Common Stock issuable upon exercise of this Warrant
with
respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon (A) exercise of the
remaining, nonexercised portion of this Warrant beneficially owned by such
Holder or any of its Affiliates and (B) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by such Holder or any of its
affiliates. Except as set forth in the preceding sentence, for purposes of
this Section 2, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by a Holder that the Company is not
representing to such Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and such Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 2 applies, the
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Holder together with any Affiliates) and of which
a
portion of this Warrant is exercisable shall be in the sole discretion of a
Holder, and the submission of a Notice of Exercise shall be deemed to be each
Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by such Holder together with any Affiliates) and of
which
portion of this Warrant is exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. In addition, a
determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. The
“Beneficial Ownership Limitation” shall be 4.99% of the number
of shares of the Common Stock outstanding immediately after giving effect to
the
issuance of shares of Common Stock issuable upon exercise of this
Warrant. The Beneficial Ownership Limitation provisions of this
Section 2 may be waived by such Holder, at the election of such Holder, upon
not
less than 61 days’ prior notice to the Company to change the Beneficial
Ownership Limitation to 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock upon exercise of this Warrant, and the provisions of this Section 2(c)
shall continue to apply. Upon such a change by a Holder of the
Beneficial Ownership Limitation from such 4.99% limitation to such 9.99%
limitation, the Beneficial Ownership Limitation may not be further waived by
such Holder. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms
of
this Section 2(c) to correct this paragraph (or any portion hereof) which may
be
defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this
paragraph shall apply to a successor holder of this
Warrant. “Affiliate” means any Person that, directly
or indirectly through one or more intermediaries, controls or is controlled
by
or is under common control with a person, as such terms are used in and
construed under Rule 144 under the Securities Act. With respect to a
Holder, any investment fund or managed account that is managed on a
discretionary basis by the same investment manager as such purchaser will be
deemed to be an Affiliate of such Holder.
3. Stock
Fully Paid; Reservation of Shares. All Warrant Shares that may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance pursuant to the terms and conditions herein, be fully paid and
nonassessable, and free from all taxes (other than any taxes determined with
respect to, or based upon, the income of the person to whom such shares are
issued), liens and charges (other than liens or charges created by actions
of
the holder of this Warrant or the person to whom such shares are issued), and
pre-emptive rights with respect to the issue thereof. During the
period within which the rights represented by this Warrant may be exercised,
the
Company will at all times have authorized, and reserved for the purpose of
the
issue upon exercise of the purchase rights evidenced by this Warrant, a
sufficient number of shares of its Common Stock to provide for the exercise
of
the rights represented by this Warrant.
4. Adjustment
of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:
a. Reclassification
or Merger. In case of any reclassification, change or conversion
of securities of the class issuable upon exercise of this Warrant (other than
a
change in par value, or from par value to no par value, or from no par value
to
par value, or as a result of a subdivision or combination), or 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 acquiring and 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 corporation, as the case may be, shall duly
execute and deliver to the holder of this Warrant a new Warrant (in form and
substance satisfactory to the holder of this Warrant), so that the holder
of
this
Warrant shall have the right to receive, at a total purchase price not to exceed
that payable upon the exercise of the unexercised portion of this Warrant,
and
in lieu of the shares of Common Stock theretofore issuable upon exercise of
this
Warrant, the kind and amount of shares of stock, other securities, money and
property receivable upon such reclassification, change or merger by a holder
of
the number of shares of Common Stock then purchasable under this
Warrant. Such new Warrant shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for
in
this Section 4.
b. Subdivision
or Combination of Shares. If at any time while this Warrant
remains outstanding and unexpired the Company shall subdivide or combine its
outstanding shares of Common Stock, the Warrant Price shall be proportionately
decreased in the case of a subdivision or increased in the case of a
combination, effective at the close of business on the date the subdivision
or
combination becomes effective.
c. Stock
Dividends. If at any time while this Warrant is outstanding and
unexpired the Company shall pay a dividend with respect to Common Stock payable
in Common Stock, then the Warrant Price shall be adjusted, from and after the
date of determination of stockholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Warrant Price in
effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend, and (ii) the denominator of
which shall be the total number of shares of Common Stock outstanding
immediately after such dividend.
d. Adjustment
of Number of Shares. Upon each adjustment in the Warrant Price,
the number of Warrant Shares purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of
Warrant Shares purchasable immediately prior to such adjustment in the Warrant
Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be
the
Warrant Price immediately thereafter.
5. Notice
of Adjustments. Whenever the Warrant Price or the number of
Warrant Shares purchasable hereunder shall be adjusted pursuant to Section
4 hereof, the Company shall deliver to the holder of this Warrant a
certificate signed by its chief financial officer setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the Warrant Price and the
number of Warrant Shares purchasable hereunder after giving effect to such
adjustment.
6. Fractional
Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor based on the fair market value
of
a share of Common Stock on the date of exercise, or round up to the next whole
number of shares, at the Company’s option.
7. Compliance
with Securities Act and Investor Rights Agreement; Disposition ofWarrant
or Warrant Shares.
a. Compliance
with Securities Act. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the shares of Common Stock to be issued
upon exercise hereof are being acquired for investment and that such holder
will
not offer, sell or otherwise
dispose of this Warrant, or any shares of Common Stock to be issued upon
exercise hereof except under circumstances which will not result in a violation
of the Securities Act. Upon exercise of this Warrant, the holder
hereof shall confirm in writing that the shares of Common Stock so purchased
are
being acquired for investment and not with a view toward distribution or
resale. This Warrant and all shares of Common Stock issued upon
exercise of this Warrant (unless registered under the Securities Act) shall
be
stamped or imprinted with a legend in substantially the following
form:
“THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii)
RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL
AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION
7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED DIRECTLY OR
INDIRECTLY.”
In
addition, in connection with the issuance of this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as
follows:
(1) The
holder is aware of the Company’s business affairs and financial condition, and
has acquired information about the Company sufficient to reach an informed
and
knowledgeable decision to acquire this Warrant. The holder is
acquiring this Warrant for its own account for investment purposes only and
not
with a view to, or for the resale in connection with, any “distribution” thereof
for purposes of the Securities Act.
(2) The
holder understands that this Warrant and the Warrant Shares have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of the holder’s investment intent as expressed herein. In this
connection, the holder understands that, in the view of the SEC, the statutory
basis for such exemption may be unavailable if the holder’s representation was
predicated solely upon a present intention to hold the Warrant and the Warrant
Shares for the minimum capital gains period specified under applicable tax
laws,
for a deferred sale, for or until an increase or decrease in the market price
of
the Warrant and the Warrant Shares, or for a period of one (1) year or any
other
fixed period in the future.
(3) The
holder further understands that this Warrant and the Warrant Shares must be
held
indefinitely unless subsequently registered under the Securities Act and any
applicable state securities laws, or unless exemptions from registration are
otherwise available.
(4) The
holder is aware of the provisions of Rule 144 and 144A, promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly, from the issuer thereof (or from
an Affiliate of such issuer), in a non-public offering subject to the
satisfaction of certain conditions, if applicable, including, among other
things: the availability of certain public information about the
Company, the resale occurring not less than one (1) year after the party has
purchased and paid for the securities to be sold; the sale being made through
a
broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker (as said term is
defined under the Securities Exchange Act of 1934, as amended) and the amount
of
securities being sold during any three (3) month period not exceeding the
specified limitations stated therein.
(5) The
holder further understands that at the time it wishes to sell this Warrant
and
the Warrant Shares there may be no public market upon which to make such a
sale,
and that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144 and 144A,
and
that, in such event, the holder may be precluded from selling this Warrant
and
the Warrant Shares under Rule 144 and 144A even if the one (1)-year minimum
holding period has been satisfied.
(6) The
holder further understands that, in the event that all of the requirements
of
Rule 144 and 144A are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 and 144A are not
exclusive, the staff of the SEC has expressed its opinion that persons proposing
to sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 and 144A will have a substantial burden
of
proof in establishing that an exemption from registration is available for
such
offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk.
b. Exchange. This
Warrant may be exchanged, without payment of any service charge, for one (1)
or
more new Warrants of like tenor exercisable for the same aggregate number of
shares of Common Stock upon surrender to the Company by the registered holder
hereof in person or by legal representative or by attorney duly authorized
in
writing and, upon issuance of the new Warrant or Warrants, the surrendered
Warrant shall be cancelled and disposed of by the Company.
c. Disposition
of Warrant or Warrant Shares. With respect to any offer, sale or
other disposition of this Warrant, or any Warrant Shares acquired pursuant
to
the exercise of this Warrant prior to registration of such Warrant or Warrant
Shares, the holder hereof and each subsequent holder of this Warrant agrees
to
give written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such holder’s counsel, if reasonably
requested by the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the
Securities Act as then in effect or any federal or state law then in effect)
of
this Warrant or such Warrant Shares and indicating whether or not under the
Securities Act certificates for this Warrant or such Warrant Shares to be sold
or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with applicable
laws. Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company, as promptly as practicable,
shall notify such holder that such holder may sell or otherwise dispose of
this
Warrant or such Warrant Shares, all in accordance with the terms of the notice
delivered to the Company. If a determination has been made pursuant
to this Section 7(c) that the opinion of counsel for the holder is not
reasonably satisfactory to the Company, the Company shall so notify the holder
promptly after such determination has been made and neither this Warrant nor
any
Warrant Shares shall be sold or otherwise disposed of until such disagreement
has been resolved. The foregoing notwithstanding, this Warrant or
such Warrant Shares may (i) as to such federal laws, be
offered, sold or otherwise disposed of in accordance with Rule 144 and 144A
under the Securities Act, provided that the Company shall have been furnished
with such information as the Company may reasonably request to provide a
reasonable assurance that the provisions of Rule 144 and 144A have been
satisfied and (ii) be offered, sold, distributed or otherwise transferred to
Affiliates of the Holder without regard to this Section 7(c), but only if
the Company is in receipt of an opinion of counsel as to the permissibility
of
such transfer under federal and state securities laws and an investor
representation letter from the transferee, in form and substance reasonably
satisfactory to the Company. Each certificate representing this
Warrant or the Warrant Shares thus transferred (except a transfer pursuant
to
Rule 144) shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with such laws, unless, in the
aforesaid opinion of counsel for the holder, such legend is not required in
order to ensure compliance with such laws. The Company may issue stop
transfer instructions to its transfer agent or, if acting as its own transfer
agent, the Company may stop transfer on its corporate books, in connection
with
such restrictions.
8. Rights
as Stockholders; Information. No holder of this Warrant, as such,
shall be entitled to vote or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder of this Warrant, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of the
directors or upon any matter submitted to stockholders at any meeting thereof,
or to receive notice of meetings, until this Warrant shall have been exercised
and the Warrant Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein. The foregoing notwithstanding, the
Company will transmit to the holder of this Warrant such information, documents
and reports as are generally distributed to the holders of any class or series
of the securities of the Company concurrently with the distribution thereof
to
the stockholders.
9. Additional
Rights. In the event that the Company undertakes to (i) sell,
lease, exchange, convey or otherwise dispose of all or substantially all of
its
property or business; or (ii) merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary), or effect any transaction
(including a merger or other reorganization) or series of related transactions,
in which more than fifty percent (50%) of the voting power of the Company is
disposed of, the Company will use its best efforts to provide at least
thirty (30) days notice to the holder of the terms and conditions of the
proposed transaction. The Company shall cooperate with the holder in
consummating the sale of this Warrant in connection with any such
transaction.
10. Modification
and Waiver. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
the
party against which enforcement of the same is sought.
11. Notices. Unless
otherwise specifically provided herein, all communications under this Warrant
shall be in writing and shall be deemed to have been duly given (i) on the
date
of service if served personally on the party to whom notice is to be given;
(ii)
on the day of transmission if sent by facsimile transmission to the
number shown on the books of the Company, and telephonic confirmation
of receipt is obtained promptly after completion of transmission; (iii) on
the
day after delivery to Federal Express or similar overnight courier; or (iv)
on
the fifth day after mailing, if mailed to the party to whom notice is to be
given, by first class
mail, registered or certified, postage prepaid, and properly addressed, return
receipt requested, to each such holder at its address as shown on the books
of
the Company or to the Company at the address indicated therefor on the signature
page of this Warrant. Any party hereto may change its address for
purposes of this Section 11 by giving the other party written notice of
the new address in the manner set forth herein.
12. Binding
Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition
of
all or substantially all of the Company’s assets, and all of the obligations of
the Company relating to the Common Stock issuable upon the exercise or
conversion of this Warrant shall survive the exercise, conversion and
termination of this Warrant and all of the covenants and agreements of the
Company shall inure to the benefit of the successors and assigns of the holder
hereof. The Company will, at the time of the exercise or conversion
of this Warrant, in whole or in part, upon request of the holder hereof but
at
the Company’s expense, acknowledge in writing its continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to be entitled after such exercise or conversion in accordance with this
Warrant; provided, however, that the failure of the holder hereof
to make any such request shall not affect the continuing obligation of the
Company to the holder hereof in respect of such rights.
13. Lost
Warrants or Stock Certificates. The Company covenants to the
holder hereof that, upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant or any
stock certificate and, in the case of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and
cancellation of such Warrant or stock certificate, the Company will make and
deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Warrant or stock certificate.
14. Descriptive
Headings. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part
of
this Warrant.
15. Governing
Law. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State
of Florida.
16. Remedies. In
case any one (1) or more of the covenants and agreements contained in this
Warrant shall have been breached, the holders hereof (in the case of a breach
by
the Company), or the Company (in the case of a breach by a holder), may proceed
to protect and enforce their or its rights either by suit in equity and/or
by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Warrant.
17. Acceptance. Receipt
of this Warrant by the holder hereof shall constitute acceptance of and
agreement to the foregoing terms and conditions.
18. No
Impairment of Rights. The Company will not, by amendment of its
Certificate of Incorporation or through any other means, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will
at
all times in good faith assist in the carrying out of all such terms and in
the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed on its
behalf by one of its officers thereunto duly authorized.
|
DEER
VALLEY CORPORATION
|
|
|
___________________________________
|
|
|
Xxxxxxx
X. Xxxxxxx, Chief Executive Officer
|
|
|
Dated:
May ___, 2007
|
|
|
Address:
0000 Xxxxxxxxxx Xxxx.,
Xxxxx
000, Xxxxx, XX 00000
|
NOTICE
TO FLORIDA RESIDENTS:
____________________________________________________________
WHERE
SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL PURCHASERS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE “ACT”), ANY SUCH SALE MADE PURSUANT
TO SECTION 517.061(11) OF THE ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER, WHICHEVER OCCURS LATER.
EXHIBIT
A
NOTICE
OF
EXERCISE
To:
1. The
undersigned hereby elects to
purchase shares
of Common Stock of Deer Valley Corporation (the “Company”) pursuant to the terms
of the attached Series F Common Stock Purchase Warrant (no. F-2), and tenders
herewith payment of the purchase price of such shares in full.
2. Please
issue a certificate or certificates representing said shares in the name of
the
undersigned or in such other name or names as are specified below:
_______________________________
(Name)
_______________________________
_______________________________
(Address)
3. The
undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares. In
support thereof, the undersigned will execute an Investment Representation
Statement upon request of the Company, in form reasonably satisfactory to the
Company.
|
__________________________________
|
|
|
(Signature)
|
_____________________
(Date)
